Exhibit 4.7

 

Execution Version

 

 

 

ZAR4,000,000,000

 

AMENDED AND RESTATED 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 Corporate and Investment Banking division)

 

as Mandated Lead Arrangers

 

and

 

ABSA BANK LIMITED

 

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

 

THE STANDARD BANK OF SOUTH AFRICA LIMITED (acting through its Corporate and Investment Banking division)

 

as Co-Arrangers

 

with

 

NEDBANK LIMITED

 

(acting through its Corporate and Investment Banking division)

 

as Facility Agent

 

and

 

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1

 

as Lenders

 

THE GUARANTORS LISTED IN SCHEDULE 1

 

as Additional Guarantors

 

 

			 		

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CONTENTS

 

| 1.                                                | DEFINITIONS AND INTERPRETATION             | 1   |
|--------------------------------------------------------|--------------------------------------------|----------|
| 2.                                                | THE FACILITIES                             | 24  |
| 3.                                                | PURPOSE                                    | 24  |
| 4.                                                | CONDITIONS OF UTILISATION                  | 25  |
| 5.                                                | UTILISATION                                | 26  |
| 6.                                                | REPAYMENT                                  | 27  |
| 7.                                                | PREPAYMENT AND CANCELLATION                | 28  |
| 8.                                                | INTEREST                                   | 32  |
| 9.                                                | INTEREST PERIODS                           | 32  |
| 10.                                               | CHANGES TO THE CALCULATION OF INTEREST     | 33  |
| 11.                                               | FEES                                       | 34  |
| 12.                                               | TAX GROSS UP AND INDEMNITIES               | 34  |
| 13.                                               | INCREASED COSTS                            | 37  |
| 14.                                               | OTHER INDEMNITIES                          | 38  |
| 15.                                               | MITIGATION BY THE LENDERS                  | 39  |
| 16.                                               | COSTS AND EXPENSES                         | 40  |
| 17.                                               | GUARANTEE AND INDEMNITY                    | 40  |
| 18.                                               | REPRESENTATIONS                            | 43  |
| 19.                                               | INFORMATION UNDERTAKINGS                   | 47  |
| 20.                                               | FINANCIAL COVENANTS                        | 51  |
| 21.                                               | GENERAL UNDERTAKINGS                       | 52  |
| 22.                                               | EVENTS OF DEFAULT                          | 56  |
| 23.                                               | CHANGES TO THE LENDERS                     | 60  |
| 24.                                               | CHANGES TO THE OBLIGORS                    | 62  |
| 25.                                               | ROLE OF THE ARRANGERS                      | 64  |
| 26.                                               | CONDUCT OF BUSINESS BY THE FINANCE PARTIES | 64  |
| 27.                                               | SHARING AMONG THE FINANCE PARTIES          | 65  |
| 28.                                               | PAYMENT MECHANICS                          | 66  |
| 29.                                               | SET-OFF                                    | 68  |
| 30.                                               | NOTICES                                    | 68  |
| 31.                                               | CALCULATIONS AND CERTIFICATES              | 72  |
| 32.                                               | PARTIAL INVALIDITY                         | 72  |
| 33.                                               | REMEDIES AND WAIVERS                       | 72  |
| 34.                                               | AMENDMENTS AND WAIVERS                     | 72  |
| 35.                                               | CONFIDENTIALITY                            | 73  |
| 36.                                               | FINANCE PARTY RIGHTS                       | 75  |
| 37.                                               | RENUNCIATION OF BENEFITS                   | 75  |
| 38.                                               | COUNTERPARTS                               | 75  |
| 39.                                               | WAIVER OF IMMUNITY                         | 75  |
| 40.                                               | SOLE AGREEMENT                             | 75  |
| 41.                                               | NO IMPLIED TERMS                           | 75  |
| 42.                                               | EXTENSIONS AND WAIVERS                     | 75  |
| 43.                                               | INDEPENDENT ADVICE                         | 75  |
| 44.                                               | GOVERNING LAW AND JURISDICTION             | 75  |
| SCHEDULE 1 THE LENDERS AND ADDITIONAL GUARANTORS  | 77                                    |
| Part I: The Original Facility A Lenders                | 77                                    |

 

- i -

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| Part II: The Original Facility B Lenders                                        | 78  |
|---------------------------------------------------------------------------------|----------|
| Part III: The New Facility A Lenders                                            | 79  |
| Part IV: The Additional Guarantors                                              | 80  |
| SCHEDULE 2 THE ORIGINAL COMMITMENTS                                             | 81  |
| SCHEDULE 3 CONDITIONS PRECEDENT                                                 | 82  |
| Part I : Initial Conditions Precedent                                           | 82  |
| Part II: Conditions Precedent Required to be Delivered by an Additional Obligor | 85  |
| SCHEDULE 4 FORM OF UTILISATION REQUEST                                          | 87  |
| SCHEDULE 5 FORM OF CONFIDENTIALITY UNDERTAKING                             | 88  |
| SCHEDULE 6 FORM OF TRANSFER CERTIFICATE                                    | 92  |
| SCHEDULE 7 FORM OF ACCESSION LETTER                                        | 94  |
| SCHEDULE 8 FORM OF RESIGNATION LETTER                                      | 95  |
| SCHEDULE 9 FORM OF COMPLIANCE CERTIFICATE                                  | 96  |
| SCHEDULE 10 TIMETABLES                                                     | 97  |
| SCHEDULE 11 LITIGATION                                                     | 98  |
| SCHEDULE 12 LIST OF PERMITTED TRANSFEREES                                  | 99  |

 

 

 

			 		

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|                               |                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |
|------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
| PARTIES:                           |
| The Parties to this Agreement are: |
| (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 Corporate and Investment Banking division) as mandated lead arrangers (the Mandated Lead Arrangers);                                                                                                              |
| (3)                                | ABSA BANK LIMITED, INVESTEC BANK LIMITED (acting through its Corporate and Institutional Banking Division) 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 Corporate and Investment Banking division) as agent of the other Finance Parties (the Facility Agent);                                                                                                                                                                                                                              |
| (5)                                | THE FINANCIAL INSTITUTIONS listed in Part I, Part II and Part III of Schedule 1 (The Lenders and Additional Guarantors) (the Lenders); and                                                                                                                                                                                                                                   |
| (6)                                | THE GUARANTORS listed in Part IV of Schedule 1 (The Lenders and Additional Guarantors) (the Additional Guarantors).                                                                                                                                                                                                                                                          |
| IT IS AGREED AS FOLLOWS:           |
| 1.                                 | DEFINITIONS AND INTERPRETATION                                                                                                                                                                                                                                                                                                                                               |
| 1.1.                               | In this Agreement, unless the context dictates otherwise, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:                                                                                                                                                                             |
| 1.1.1.                             | Accession Letter means a document substantially in the form set out in Schedule 7 (Form of Accession Letter);                                                                                                                                                                                                                                                                |
| 1.1.2.                             | Accounting Principles means International Financial Reporting Standards as adopted by the International Accounting Standards Board, to the extent applicable to the relevant Financial Statements;                                                                                                                                                                           |
| 1.1.3.                             | Additional Borrower means any Subsidiary of the Original Borrower which becomes an Additional Borrower in accordance with Clause 24.2  (Additional Borrowers);                                                                                                                                                                                                          |
| 1.1.4.                             | Additional Guarantor means any Subsidiary of the Original Borrower which becomes an Additional Guarantor in accordance with Clause 24.4  (Additional Guarantors);                                                                                                                                                                                                       |
| 1.1.5.                             | Additional Obligor means an Additional Borrower or an Additional Guarantor;                                                                                                                                                                                                                                                                                                  |
| 1.1.6.                             | Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;                                                                                                                                                                                                                 |
| 1.1.7.                             | Agreement means this Amended and Restated Term and Revolving Credit Facilities Agreement and its Schedules;                                                                                                                                                                                                                                                                  |
| 1.1.8.                             | Amendment and Restatement Agreement means the written agreement entitled “Amendment and Restatement Agreement” entered into or to be entered into amongst the Parties on or about [●] September 2015 and pursuant to which the Original Form Term and Revolving Credit Facilities Agreement is amended and restated to be in the form attached thereto; |
| 1.1.9.                             | Amendment Date means the “Amendment Date” as defined in the Amendment and Restatement Agreement;                                                                                                                                                                                                                                                               |
| 1.1.10.                            | Annual Financial Statements has the meaning given to that term in Clause 19  (Information Undertakings);                                                                                                                                                                                                                                                                |
| 1.1.11.                            | Arrangers means the Mandated Lead Arrangers and the Co-Arrangers;                                                                                                                                                                                                                                                                                                            |

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AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

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| 1.1.12.     | Auditors means as at the Signature Date KPMG, and otherwise one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or alternatively any other firm approved in advance by the Facility Agent (acting reasonably);                                                                                                         |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.13.     | Authorisation means an authorisation, consent, approval, resolution, licence, permit, exemption, filing, notarisation, lodgement or registration;                                                                                                                                                                                                  |
| 1.1.14.     | Availability Period means, subject to Clause 4.1  (Initial conditions precedent):                                                                                                                                                                                                                                                             |
| 1.1.14.1.   | in relation to Facility A, the period commencing on the Effective Date and ending on the earlier of:                                                                                                                                                                                                                                               |
| 1.1.14.1.1. | the date on which Facility A is cancelled in accordance with this Agreement; and                                                                                                                                                                                                                                                                   |
| 1.1.14.1.2. | the date falling 30 (thirty) days after the Effective Date; and                                                                                                                                                                                                                                                                                    |
| 1.1.14.2.   | in relation to Facility B, the period commencing on the Effective Date and ending on the earlier of:                                                                                                                                                                                                                                               |
| 1.1.14.2.1. | the date on which Facility B is cancelled in accordance with this Agreement; and                                                                                                                                                                                                                                                                   |
| 1.1.14.2.2. | the date falling 1 (one) Month prior to the Final Repayment Date;                                                                                                                                                                                                                                                                                  |
| 1.1.15.     | Available Commitment means, in relation to a Facility, a Lender’s Commitment under that Facility minus:                                                                                                                                                                                                                                     |
| 1.1.15.1.   | the amount of its participation in any outstanding Loans under that Facility; and                                                                                                                                                                                                                                                                  |
| 1.1.15.2.   | in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,                                                                                                                                                                      |
|        | other than, in relation to any proposed Utilisation under Facility B only, that Lender’s participation in any Facility B Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date;                                                                                                                             |
| 1.1.16.     | Available Facility means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility;                                                                                                                                                                                    |
| 1.1.17.     | Base Rate means, in relation to the determination of the rate of interest for any Interest Period:                                                                                                                                                                                                                                                 |
| 1.1.17.1.   | in respect of which the relevant Interest Period is 1 (one) Month, 1 (one) month JIBAR;                                                                                                                                                                                                                                                            |
| 1.1.17.2.   | in respect of which the relevant Interest Period is 3 (three) Months, 3 (three) month JIBAR; and                                                                                                                                                                                                                                                   |
| 1.1.17.3.   | in respect of which the relevant Interest Period is 6 (six) Months, 6 (six) month JIBAR,                                                                                                                                                                                                                                                           |
|        | each in relation to the relevant Loan; provided that for any Broken Period the Base Rate shall be determined in accordance with the following formula:                                                                                                                                                                                             |
|        | r = r1 + (t-t1) x (r2-r1) / (t2-t1)                                                                                                                                                                                                                                                                                                                |
|        | Where:                                                                                                                                                                                                                                                                                                                                             |
|        | r               =               the Base Rate to be determined;                                                                                                                              |
|        | r1              =               the JIBAR rate for the period closest to but less than the Broken Period plus, if this would result in r1 being equal to the JIBAR Overnight Deposit Rate, 0,01%; |
|        | r2              =               the JIBAR Rate for the period closest to but greater than the Broken Period;                                                                                      |
|        | t1              =                the number of days applicable to the period for which r1 is quoted on the first day of the Broken Period;                                                   |

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AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

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|            | t2              =               the number of days applicable to the period for which r2 is quoted on the first day of the Broken Period; and                                                                       |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            | t                =               the number of days in the Broken Period;                                                                                                                                 |
| 1.1.18.         | Borrower means:                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.18.1.       | the Original Borrower; and/or                                                                                                                                                                                                                                                                                                                                        |
| 1.1.18.2.       | any Additional Borrower, which in each case has not ceased to be a Borrower in accordance with Clause 24.3  (Resignation of a Borrower);                                                                                                                                                                                                                   |
| 1.1.19.         | Breakage Costs means the amount (if any) by which:                                                                                                                                                                                                                                                                                                                   |
| 1.1.19.1.       | the interest (excluding Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; |
|            | exceeds:                                                                                                                                                                                                                                                                                                                                                             |   |   |   |
| 1.1.19.2.       | the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Johannesburg Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;                          |
| 1.1.20.         | Breakage Gains means the amount (if any) by which the amount referred to in Clause 1.1.19.2 exceeds the amount referred to in Clause 1.1.19.1;                                                                                                                                                                                                                       |
| 1.1.21.         | Broken Period means, in relation to a Loan, the final Interest Period of that Loan, in each case only to the extent it is:                                                                                                                                                                                                                                           |
| 1.1.21.1.       | if a 1 (one) Month Interest Period is selected, less than 30 (thirty) days; or                                                                                                                                                                                                                                                                                       |
| 1.1.21.2.       | if a 3 (three) Month Interest Period is selected, less than 91 (ninety-one) days;                                                                                                                                                                                                                                                                                    |
| 1.1.21.3.       | if a 6 (six) Month Interest Period is selected, less than 180 (one-hundred and eighty) days;                                                                                                                                                                                                                                                                         |
| 1.1.22.         | Business Day means a day (other than a Saturday, a Sunday or official public holiday in South Africa within the meaning of the Public Holidays Act, 1994) on which banks are open for general business in Johannesburg;                                                                                                                                              |
| 1.1.23.         | Change of Control means, if any person or group of persons acting in concert gains direct or indirect control of the Original Borrower after the Signature Date.                                                                                                                                                                                                     |
|            | For the purpose of this Clause 1.1.23:                                                                                                                                                                                                                                                                                                                               |
| 1.1.23.1.       | control means, in relation to the Original Borrower:                                                                                                                                                                                                                                                                                                                 |
| 1.1.23.1.1.     | the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to :                                                                                                                                                                                                                                                                         |
| 1.1.23.1.1.1.   | cast, or control the casting of, more than:                                                                                                                                                                                                                                                                                                                          |
| 1.1.23.1.1.1.1. | if the shares are not Listed: 50% (fifty percent); or                                                                                                                                                                                                                                                                                                                |
| 1.1.23.1.1.1.2. | for so long as the shares are Listed, unless another person or group of persons acting in concert has the power to cast or control the power of casting a higher percentage of such votes, 35% (thirty-five percent),                                                                                                                                                |
|            | of the maximum number of votes that might be cast at a general meeting of the Original Borrower; or                                                                                                                                                                                                                                                                  |
| 1.1.23.1.1.2.   | appoint or remove all, or the majority, of the directors or other equivalent officers of the Original Borrower; or                                                                                                                                                                                                                                                   |

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AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

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| 1.1.23.1.2. | the holding beneficially and legally of more than 50% (fifty percent) of the issued ordinary share capital of the Original Borrower; and                                                                                                                                                                                                                                                                                                                                  |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.23.2.   | acting in concert means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Original Borrower by any of them, either directly or indirectly, to obtain or consolidate control of the Original Borrower;                                                                                                                                 |
| 1.1.24.     | Commitment means a Facility A Commitment or a Facility B Commitment;                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.25.     | Companies Act means the Companies Act, 2008;                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.26.     | Compliance Certificate means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate);                                                                                                                                                                                                                                                                                                                                              |
| 1.1.27.     | Confidential Information means all non-public information relating to the Original Borrower, any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:                                        |
| 1.1.27.1.   | any member of the Group or any of its advisers; or                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.27.2.   | another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its directors, officers, employees or advisers,                                                                                                                                                                                                                                                                                |
|        | in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:                                                                                                                                                                                                                           |
| 1.1.27.3.   | is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 35  (Confidentiality); or                                                                                                                                                                                                                                                                                                                   |
| 1.1.27.4.   | is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its directors, officers, employees or advisers; or                                                                                                                                                                                                                                                                                                              |
| 1.1.27.5.   | is known by that Finance Party before the date the information is disclosed to it in accordance with Clauses 1.1.27.1 or 1.1.27.2 above or is lawfully obtained by that Finance Party after that date from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; |
| 1.1.28.     | Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out in Schedule 5 (Form of Confidentiality Undertaking) hereto;                                                                                                                                                                                                                                                                                                             |
| 1.1.29.     | Constitutional Documents means, in respect of any person at any time, the then current and up-to-date constitutional documents of such person at such time (including, without limitation, such person’s memorandum of incorporation, certificate of incorporation, certificate of change of name, commercial registration certificate or trust deed);                                                                                                             |
| 1.1.30.     | Coverage Test has the meaning given in Clause 21.17  (Guarantors);                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.31.     | CP Documents means all of the documents and other evidence listed in Part I of Schedule 3 (Conditions Precedent);                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.32.     | CP Satisfaction Date means the date of the notice given by the Facility Agent pursuant to Clause 4.1  (Initial conditions precedent), being 13 December 2013;                                                                                                                                                                                                                                                                                                        |
| 1.1.33.     | Debt Guarantor means Opiconsivia Trading 305 (RF) Proprietary Limited, a private company duly incorporated under the laws of South Africa with registration number 2013/013189/07;                                                                                                                                                                                                                                                                                        |

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AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

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| 1.1.34.     | Default means any event specified as an Event of Default or any event or circumstance specified in Clause 22  (Events of Default) which would (with the expiry of any applicable grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) become an Event of Default;                                                                                                                                                                                                                             |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.35.     | Discharge Date means the date on which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.35.1.   | all the Facility Outstandings have been fully and unconditionally paid and discharged whether or not as a result of enforcement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.1.35.2.   | the Lenders have no commitment, obligations or liability (whether actual or contingent) to lend money or provide other financial accommodation to any Obligor under any Finance Document;                                                                                                                                                                                                                                                                                                                                                                                                 |
|        | in each case, as confirmed by the Facility Agent (acting on the instructions of all of the Lenders (acting reasonably));                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.1.36.     | Disruption Event means either or both of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.1.36.1.   | a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or                                                                                                                                                                               |
| 1.1.36.2.   | the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.36.2.1. | from performing its payment obligations under the Finance Documents; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.36.2.2. | from communicating with other Parties in accordance with the terms of the Finance Documents,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.1.37.     | Distribution means any payment by way of interest, principal, dividend, capital reduction, return of capital, fee, royalty or other distribution of whatsoever nature and howsoever described (including a repurchase or redemption of shares and an issue of shares) by or on behalf of a company to or for the account of any member or shareholder of that company, in its capacity as member or shareholder of that company, or in relation to a loan made by such shareholder to the company, in each case whether paid or payable and whether paid or payable in cash or in specie; |
| 1.1.38.     | Driefontein Mine means the underground and opencast mining operations of the Original Borrower located in the magisterial district of Oberholzer in Gauteng Province and known as the Driefontein mining operations;                                                                                                                                                                                                                                                                                                                                                                 |
| 1.1.39.     | Effective Date means the date which is the earlier of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.1.39.1.   | the CP Satisfaction Date; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.39.2.   | the date on which the first Loan is made under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.40.     | Encumbrance means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.40.1.   | any mortgage bond, notarial bond, pledge, lien, assignment or cession conferring security, hypothecation, a security interest, preferential right or trust arrangement or other encumbrance of the like securing any obligation of any person;                                                                                                                                                                                                                                                                                                                                            |
| 1.1.40.2.   | any arrangement under which money or claims to, or for the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or                                                                                                                                                                                                                                                                                                                                                |
| 1.1.40.3.   | any other type of preferential agreement or arrangement (including any title transfer and retention arrangement), the effect of which is the creation of a security interest;                                                                                                                                                                                                                                                                                                                                                                                                             |

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AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

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| 1.1.41.   | Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.41.1. | air (including, without limitation, air within natural or man-made structures, whether above or below ground);                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.41.2. | water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.1.41.3. | land (including, without limitation, land under water);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.42.   | Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law;                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.43.   | Environmental Law means any applicable law or regulation which relates to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.43.1. | the pollution or protection of the Environment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.43.2. | harm to or the protection of human health;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.43.3. | the conditions of the workplace; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.1.43.4. | the generation, handling, storage, use, release, emission or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste;                                                                                                                                                                                                                                                                                                                                         |
| 1.1.44.   | Environmental Permits means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Obligor conducted on or from the properties owned or used by any Obligor;                                                                                                                                                                                                                                                                                        |
| 1.1.45.   | Eskom means Eskom Holdings SOC Ltd, a public company duly incorporated under the laws of South Africa with registration number 2002/015527/06;                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.46.   | Eskom Guarantee Facility Agreements means the facility agreements entered into or to be entered into amongst the Eskom Guarantee Facility Providers and members of the Group, pursuant to which the Eskom Guarantee Facility Providers make available guarantee facilities, which in aggregate amount to not more than ZAR500,000,000, to the Group for the sole purpose of issuing guarantees in favour of Eskom, and which in each case shall be entered into on market related terms and terms and conditions usual for guarantee facilities of this nature;   |
| 1.1.47.   | Eskom Guarantee Facility Providers means the provider or providers of the guarantee facilities pursuant to the Eskom Guarantee Facility Agreements;                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1.1.48.   | Event of Default means any event or circumstance specified as such in Clause 22  (Events of Default);                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.49.   | Existing Borrower Facility Agreement means the written agreement entitled “Term and Revolving Facilities Agreement” concluded amongst the Original Borrower, Nedbank Limited (as facility agent) and the lenders thereto on or about 28 November 2012, as amended and restated on or about 22 August 2013;                                                                                                                                                                                                                                               |
| 1.1.50.   | Existing Borrower Indebtedness means, in relation to the Original Borrower the indebtedness owing under the Existing Borrower Facility Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.51.   | Existing Lender has the meaning given to that term in Clause 23.1  (Cessions and delegations by the Lenders);                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.52.   | Ezulwini Mining Company means Ezulwini Mining Company Proprietary Limited, a private company duly incorporated under the laws of South Africa with registration number 2004/028640/07;                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.1.53.   | Facility means Facility A or Facility B and Facilities means Facility A and Facility B;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.54.   | Facility A means the term loan facility made available under this Agreement as described in Clause 2  (The Facilities);                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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| 1.1.55.   | Facility A Commitment means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.55.1. | in relation to an Original Facility A Lender, the amount set out opposite its name under the heading “Facility A Commitment” in Schedule 2 (The Original Commitments); and                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.55.2. | in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement,                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|      | to the extent not cancelled, reduced or transferred by it under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.56.   | Facility A Loan means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan;                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.57.   | Facility B means the revolving loan facility made available under this Agreement as described in Clause 2  (The Facilities);                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.58.   | Facility B Commitment means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1.1.58.1. | in relation to an Original Facility B Lender, the amount set out opposite its name under the heading “Facility B Commitment”; and                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.58.2. | in relation to any other Lender, the amount of any Facility B Commitment transferred to it under this Agreement,                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|      | to the extent not cancelled, reduced or transferred by it under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.59.   | Facility B Loan means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan;                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.60.   | Facility Outstandings means, at any time, the aggregate of all amounts of principal, accrued and unpaid interest and all and any other amounts due and payable to the Finance Parties under the Finance Documents including, without limitation, any claim for damages or restitution and any claim as a result of any recovery by an Obligor of a payment or discharge on the grounds of preference, and any amounts which would be included in any of the above but for any discharge, non-provability or unenforceability of those amounts in any insolvency or other proceedings; |
| 1.1.61.   | Fee Letter means any letter or letters dated on or about the Signature Date between the Arrangers (or any of them) and the Original Borrower (or the Facility Agent and the Original Borrower) setting out any of the fees referred to in Clause 11  (Fees);                                                                                                                                                                                                                                                                                                                          |
| 1.1.62.   | Final Repayment Date means the date falling on the 3rd (third) anniversary of the First Utilisation Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.1.63.   | Finance Documents means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.63.1. | this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.63.2. | the Consent Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.63.3. | the Intercreditor Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1.1.63.4. | any Fee Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.63.5. | any Compliance Certificate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.63.6. | any Accession Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.63.7. | any Resignation Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.1.63.8. | any Utilisation Request; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1.1.63.9. | any other document designated as such by the Facility Agent and the Original Borrower,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

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| 1.1.64.      | Finance Parties means the Mandated Lead Arrangers, the Co-Arrangers, the Facility Agent, each Lender and, upon accession to this Agreement and Finance Party means, as the context requires, any one of them;                                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.65.      | Financial Covenants means the financial covenants set out in Clause 20.1  (Financial Condition);                                                                                                                                                                                                                                                                              |
| 1.1.66.      | Financial Indebtedness means, without double counting, any indebtedness for or in respect of:                                                                                                                                                                                                                                                                                           |
| 1.1.66.1.    | moneys borrowed, or credit granted;                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.66.2.    | any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;                                                                                                                                                                                                                                                                                      |
| 1.1.66.3.    | any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;                                                                                                                                                                                                                                                |
| 1.1.66.4.    | the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;                                                                                                                                                                                                      |
| 1.1.66.5.    | receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);                                                                                                                                                                                                                                                                        |
| 1.1.66.6.    | any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;                                                                                                                                                                                                                                           |
| 1.1.66.7.    | any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of that derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account); |
| 1.1.66.8.    | any amount raised by the issue of redeemable shares to the extent such shares are redeemable prior to the Final Repayment Date;                                                                                                                                                                                                                                                         |
| 1.1.66.9.    | any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and                                                                                                                                                                                             |
| 1.1.66.10.   | any amount of liability in respect of any purchase price for assets or services the payment of which is deferred where the deferral of such price is either:                                                                                                                                                                                                                            |
| 1.1.66.10.1. | used primarily as a method of raising credit; or                                                                                                                                                                                                                                                                                                                                        |
| 1.1.66.10.2. | not made in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                            |
| 1.1.66.11.   | any agreement or option to reacquire an asset if one of the primary reasons for entering into such agreement or option is to raise finance;                                                                                                                                                                                                                                             |
| 1.1.66.12.   | the amount of any liability (including any contingent liabilities) in respect of any guarantee or indemnity for any of the items referred to in Clauses 1.1.66.1 to 1.1.66.9 above;                                                                                                                                                                                                     |
| 1.1.67.      | Financial Statements has the meaning given to that term in Clause 19  (Information Undertakings);                                                                                                                                                                                                                                                                                  |
| 1.1.68.      | Financial Year means the annual accounting period of the Obligors ending on 31 December in each year;                                                                                                                                                                                                                                                                              |
| 1.1.69.      | First Utilisation Date means the date on which the Lenders advanced the first Loan under the Original Form Term and Revolving Credit Facilities Agreement, being 13 December 2013;                                                                                                                                                                                                      |
| 1.1.70.      | Franco-Nevada Loan the loan owing by Ezulwini Mining Company to Franco-Nevada GLW Holdings Corp., Gold Wheaton Gold Corp., Franco-Nevada (Barbados) Corporation (previously known as Gold Wheaton (Barbados Corporation) and/or any one or more of their respective affiliates;                                                                                                         |

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| 1.1.71.   | Franco-Nevada Loan Agreement means a written gold purchase agreement dated 5 November 2009 concluded amongst Ezulwini Mining Company and Franco-Nevada GLW Holdings Corp., Gold Wheaton Gold Corp. and Franco-Nevada (Barbados) Corporation (previously known as Gold Wheaton (Barbados Corporation) pursuant to which the Franco-Nevada Loan is made available to Ezulwini Mining Company;                                       |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.72.   | GFL means Gold Fields Limited, a public company duly incorporated under the laws of South Africa with registration number 1968/004880/06;                                                                                                                                                                                                                                                                                                   |
| 1.1.73.   | Gold One Acquisition means the transaction announced by the Original Borrower in a SENS announcement on 21 August 2013, pursuant to which the Original Borrower may (depending on the fulfilment of certain suspensive conditions set out in the Gold One Agreement), acquire a majority shareholding in Newshelf from Gold One International Limited in exchange for the issuance of shares in the share capital of the Original Borrower; |
| 1.1.74.   | Gold One Agreement means the “Merger Agreement” concluded between the Original Borrower, Gold One International Limited and Newshelf on or about 16 August 2013 (as amended), pursuant to which the Original Borrower agrees to acquire a majority shareholding in Newshelf from Gold One International Limited on the terms and subject to the conditions set out therein;                                                   |
| 1.1.75.   | Gold One Subsidiaries means:                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.75.1. | Rand Uranium; and                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.1.75.2. | Ezulwini Mining Company;                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.1.76.   | Group means the Original Borrower and each of its Subsidiaries from time to time;                                                                                                                                                                                                                                                                                                                                                           |
| 1.1.77.   | Guarantor means:                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.77.1. | the Original Borrower, with effect from the date upon which any Subsidiary of the Original Borrower becomes an Additional Borrower in accordance with Clause 24.2  (Additional Borrowers);                                                                                                                                                                                                                                             |
| 1.1.77.2. | each Additional Borrower; and                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1.1.77.3. | each Additional Guarantor,                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      | unless it has ceased to be a Guarantor in accordance with Clause 24.5  (Resignation of a Guarantor);                                                                                                                                                                                                                                                                                                                                   |
| 1.1.78.   | Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;                                                                                                                                                                                                                                                                                                    |
| 1.1.79.   | Intercreditor Agreement means the Intercreditor Agreement concluded between the Facility Agent, the Debt Guarantor and the Lenders on or about 10 December 2013;                                                                                                                                                                                                                                                                            |
| 1.1.80.   | Interest Payment Date means, in respect of a Loan, the last day of the Interest Period of that Loan and the Final Repayment Date;                                                                                                                                                                                                                                                                                                           |
| 1.1.81.   | Interest Period means, in relation to a Loan, each period determined in accordance with Clause 9  (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest);                                                                                                                                                                                                  |
| 1.1.82.   | JIBAR means, in relation to any Loan:                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1.1.82.1. | the applicable Screen Rate; or                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.82.2. | (if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent, at its request, quoted by the Reference Banks to leading banks in the Johannesburg Interbank Market,                                                                                                                                                     |
|      | as of the Specified Time on the Quotation Day for the offering of deposits in ZAR for a period comparable to the Interest Period of the relevant Loan;                                                                                                                                                                                                                                                                                      |

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| 1.1.83.   | Johannesburg Interbank Market means the South African interbank market;                                                                                                                                                                                                                                                                                                             |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.84.   | JSE means the Johannesburg Stock Exchange, a licensed financial exchange in terms of the Financial Markets Act, 2012, as managed by JSE Limited, a public company duly incorporated in accordance with the laws of South Africa with registration number 2005/022939/06, or any other financial exchange which operates as a successor exchange to the Johannesburg Stock Exchange; |
| 1.1.85.   | JSE Listings Requirements means the listings requirements published by the JSE, as amended from time to time;                                                                                                                                                                                                                                                                       |
| 1.1.86.   | Lender means:                                                                                                                                                                                                                                                                                                                                                                       |
| 1.1.86.1. | any Original Lender; and                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.86.2. | any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 23  (Changes to the Lenders),                                                                                                                                                                                                                                  |
|      | which in each case has not ceased to be a Party in accordance with the terms of this Agreement;                                                                                                                                                                                                                                                                                     |
| 1.1.87.   | Loan means a Facility A Loan or a Facility B Loan;                                                                                                                                                                                                                                                                                                                                  |
| 1.1.88.   | Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 662/3% (sixty six and two thirds of a percent) of the Total Commitments (as reduced or cancelled pursuant to this Agreement);                                                                                                                                                                      |
| 1.1.89.   | Margin means:                                                                                                                                                                                                                                                                                                                                                                       |
| 1.1.89.1. | in relation to any Facility A Loan, 2.75% (two comma seven five percent) per annum                                                                                                                                                                                                                                                                                                  |
| 1.1.89.2. | in relation to any Facility B Loan, 2.85% (two comma eight five percent) per annum;                                                                                                                                                                                                                                                                                                 |
| 1.1.90.   | Material Adverse Effect means a material adverse effect on:                                                                                                                                                                                                                                                                                                                         |
| 1.1.90.1. | the business, operations, properties, assets or financial condition of the Group taken as a whole;                                                                                                                                                                                                                                                                                  |
| 1.1.90.2. | the ability of any Obligor to perform any of its financial or other material obligations under the Finance Documents; or                                                                                                                                                                                                                                                            |
| 1.1.90.3. | the validity or enforceability of any of the Finance Documents;                                                                                                                                                                                                                                                                                                                     |
| 1.1.91.   | Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:                                                                                                                                                                                                                               |
| 1.1.91.1. | (subject to Clause 1.1.91.3) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;                                                                                                       |
| 1.1.91.2. | if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and                                                                                                                                                                                                       |
| 1.1.91.3. | if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.                                                                                                                                                                                   |
|      | The above rules will only apply to the last Month of any period;                                                                                                                                                                                                                                                                                                                    |
| 1.1.92.   | New Lender has the meaning given to that term in Clause 23.1  (Cessions and delegations by the Lenders);                                                                                                                                                                                                                                                                       |
| 1.1.93.   | Newshelf means Newshelf 1114 Proprietary Limited, a private company duly incorporated under the laws of South Africa with registration number 2010/018841/07;                                                                                                                                                                                                                       |
| 1.1.94.   | Obligors means the Original Borrower, the Additional Borrowers and each Guarantor and Obligor means each or any of them (as the context may require);                                                                                                                                                                                                                               |

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| 1.1.95.    | Original Borrower means Sibanye Gold Limited, a public company duly incorporated under the laws of South Africa with registration number 2002/031431/06;                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.96.    | Original Facility A Lender means the persons listed in Part I of Schedule 1 (The Lenders and Additional Guarantors);                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.97.    | Original Facility B Lender means the persons listed in Part II of Schedule 1 (The Lenders and Additional Guarantors);                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.98.    | Original Financial Statements means, in relation to the Original Borrower, its consolidated audited financial statements for its Financial Year ended 31 December 2012;                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.1.99.    | Original Form Term and Revolving Credit Facilities Agreement means the written agreement entitled “Term and Revolving Credit Facilities Agreement” entered into among the Borrower and the Finance Parties on or about 10 December 2013, as amended by a first addendum dated 13 March 2014, a second addendum dated 12 May 2014, a third addendum dated 22 July 2014 and a fourth addendum dated 13 August 2014 and to which the Additional Guarantors acceded on or about 15 August 2014, as further amended by a fifth addendum dated on or about October 2014; |
| 1.1.100.   | Original Lenders means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.1.100.1. | the Original Facility A Lenders; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.100.2. | the Original Facility B Lenders,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       | and Original Lender means, as the context requires, any one of them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.101.   | Parties means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.101.1. | the Original Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.1.101.2. | upon accession to this Agreement, any Additional Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1.1.101.3. | upon accession to this Agreement, any Additional Guarantor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.101.4. | the Mandated Lead Arrangers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.101.5. | the Co-Arrangers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.101.6. | the Lenders; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.1.101.7. | the Facility Agent,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       | and Party means, as the context requires, any of them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.1.102.   | Permitted Acquisition means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.102.1. | the Gold One Acquisition;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.102.2. | any other acquisition which is not classified as a “Category 1 Transaction” of the Original Borrower in terms of the JSE Listings Requirements;                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.1.103.   | Permitted Disposal means any sale, lease, transfer or other disposal:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.103.1. | by an Obligor or any member of the Group of obsolete or redundant assets or assets which are no longer required for the efficient operation of the business of such Obligor or such member of the Group;                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.103.2. | by an Obligor or any member of the Group in the ordinary course of its day-to-day business if that sale, lease, transfer or other disposal is not otherwise restricted by a term of any Finance Document;                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.103.3. | by an Obligor to another Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.103.4. | by a member of the Group that is not an Obligor to another member of the Group that is not an Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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| 1.1.103.5.   | by an Obligor to another member of the Group that is not an Obligor or a Project Finance Subsidiary on arm’s length terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.103.6.   | by any member of the Group that is not a Project Finance Subsidiary to any Project Finance Subsidiary on arms' length terms, provided that the aggregate value of such disposal (whether in a single transaction or a series of transactions) together with all other disposals and loans from all other members of the Group that are not Project Finance Subsidiaries does not:                                                                                                                                                                                                                                                                         |
| 1.1.103.6.1. | in respect of Burnstone, exceed ZAR900,000,000 from the Amendment Date up to the Final Discharge Date; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.103.6.2. | in respect of other Project Finance Subsidiaries, exceed 5% (five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) at any time up to the Final Discharge Date;                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.103.7.   | by any member of the Group to any other person, other than a Project Finance Subsidiary, on arms' length, provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.1.103.7.1. | aggregate value of such sales, leases, transfers or other disposals (whether in a single transaction or a series of transactions) does not exceed 15% (fifteen percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) in any Financial Year; and                                                                                                                                                                                                                                                                                                                                    |
| 1.1.103.7.2. | the aggregate value of such sales, leases, transfers or other disposals (whether in a single transaction or a series of transactions) does not exceed 25% (twenty five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements), in aggregate during the period commencing on the Amendment Date and ending on the Final Discharge Date;                                                                                                                                                                                                                                                   |
| 1.1.103.8.   | by any member of the Group of assets (other than shares or its business) in exchange for other assets comparable or superior as to type, value and quality;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1.1.103.9.   | by any member of the Group of cash equivalent investments for cash or in exchange for other cash equivalent investments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.1.103.10.  | by any member of the Group arising as a result of any Permitted Encumbrance; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.1.103.11.  | for which the Facility Agent (acting on the instructions of the Majority Lenders) has given its prior written consent;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.1.104.     | Permitted Encumbrance means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.104.1.   | any Encumbrance created prior to the First Utilisation Date which has been disclosed:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.104.1.1. | in writing to the Facility Agent prior to the Signature Date; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.1.104.1.2. | in the Original Financial Statements,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|         | and which only secures indebtedness outstanding or facilities available at the First Utilisation Date if the principal amount or original facility thereby secured is not increased after the First Utilisation Date (irrespective of the amount actually drawn under such original facility as at the First Utilisation Date);                                                                                                                                                                                                                                                                                                                           |
| 1.1.104.2.   | any Encumbrances or Quasi-Encumbrances created in favour of the Debt Guarantor on or prior to the Amendment Date provided that the principal amount of all  Financial Indebtedness which benefits from any guarantee or indemnity provided by the Debt Guarantor together with any Financial Indebtedness that benefits from any Encumbrances or Quasi-Encumbrances permitted under Clause 1.1.104.16 does not exceed 5% (five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements), as most recently measured before the creation of such Encumbrance or Quasi-Encumbrance; |
| 1.1.104.3.   | any Encumbrance arising pursuant to or permitted under the Finance Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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| 1.1.104.4.     | any Encumbrance or Quasi-Encumbrance arising as a consequence of any title transfer or retention hire purchase or conditional sale arrangement or any other arrangement having similar effect entered into by any Obligor or other member of the Group in respect of goods supplied to a member of the Group or in the normal course of the trading activities of that member of the Group;                                     |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.104.5.     | any netting or set-off arrangement entered into by any member of the Group amongst themselves and any financial institution in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;                                                                                                                                                                                            |
| 1.1.104.6.     | any netting or set-off arrangement pursuant to any hedging transaction entered into by a member of the Group which constitutes Permitted Indebtedness;                                                                                                                                                                                                                                                                          |
| 1.1.104.7.     | any lien arising by operation of law and in the ordinary course of trading and not by reason of any default (whether in payment or otherwise) of any member of the Group;                                                                                                                                                                                                                                                       |
| 1.1.104.8.     | any Encumbrance or Quasi-Encumbrance over or affecting any asset acquired by a member of the Group after the First Utilisation Date if:                                                                                                                                                                                                                                                                                         |
| 1.1.104.8.1.1. | the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that asset by the member of the Group;                                                                                                                                                                                                                                                                                              |
| 1.1.104.8.1.2. | the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by the member of the Group; and                                                                                                                                                                                                                                                                                 |
| 1.1.104.8.1.3. | the Encumbrance or Quasi-Encumbrance is removed or discharged within 6 (six) Months of the date of acquisition of such asset, unless such Encumbrance is otherwise permitted to exist in terms of this Clause 1.1.104;                                                                                                                                                                                                          |
| 1.1.104.9.     | any Encumbrance or Quasi-Encumbrance over or affecting any asset of any company which becomes a member of the Group after the First Utilisation Date (other than the Gold One Subsidiaries), where the Encumbrance or Quasi-Encumbrance is created prior to the date on which that company becomes a member of the Group, if:                                                                                                   |
| 1.1.104.9.1.1. | the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that company;                                                                                                                                                                                                                                                                                                                       |
| 1.1.104.9.1.2. | the principal amount secured has not increased in contemplation of or since the acquisition of that company; and                                                                                                                                                                                                                                                                                                                |
| 1.1.104.9.1.3. | the Encumbrance or Quasi-Encumbrance is removed or discharged within 6 (six) Months of that company becoming a member of the Group, unless such Encumbrance is otherwise permitted to exist in terms of this Clause 1.1.104;                                                                                                                                                                                                    |
| 1.1.104.10.    | any Encumbrances or Quasi-Encumbrance granted in respect of Financial Indebtedness or any other debt or obligation incurred by a Project Finance Subsidiary over assets of, or the shares or interest in, or any debt or other obligations of, a Project Finance Subsidiary (or the shares or interests in a holding company whose only assets are the shares or interests in and claims against a Project Finance Subsidiary); |
| 1.1.104.11.    | any Encumbrances or Quasi-Encumbrance securing the indebtedness under the Franco-Nevada Loan pursuant to the agreements in the form delivered to the Facility Agent pursuant to condition 4.2 of Schedule 3 (Conditions Precedent) or in a form no more onerous to the Obligors than the form delivered to the Facility Agent pursuant to condition 4.2 of Schedule 3 (Conditions Precedent);                                   |
| 1.1.104.12.    | any Encumbrance or Quasi-Encumbrance arising by operation of the rules and regulations of any clearing system or stock exchange over shares and/or other securities held in that clearing system or stock exchange;                                                                                                                                                                                                             |
| 1.1.104.13.    | any Encumbrances or Quasi-Encumbrance arising as a result of a Disposal which is a Permitted Disposal;                                                                                                                                                                                                                                                                                                                          |

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| 1.1.104.14. | any Encumbrances or Quasi-Encumbrance arising as a consequence of any finance or capital lease constituting Permitted Indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.104.15. | any Encumbrances or Quasi-Encumbrances over or affecting any asset of any member of the Group who is not a Obligor or a Project Finance Subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.1.104.16. | any Encumbrances or Quasi-Encumbrance securing indebtedness the principal amount of which (when aggregated with the principal amount of any Financial Indebtedness that has the benefit of any Encumbrance or Quasi-Encumbrance which shall include an Encumbrance or Quasi-Encumbrance permitted under Clause 1.1.104.2 and exclude an Encumbrance or Quasi-Encumbrance  permitted under the other sub-clauses of this Clause 1.1.104) does not exceed 5% (five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements), as most recently measured before the creation of such Encumbrance or Quasi-Encumbrance;   |
| 1.1.104.17. | any Encumbrances or Quasi-Encumbrance over cash in respect of any environmental bond, rehabilitation bond or guarantee or any similar arrangement which any member of the Group is required to issue under any applicable Environmental Law;                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.104.18. | any Encumbrance over cash standing to the credit of a bank account in an amount equal to the Financial Indebtedness incurred under or in connection with a guarantee, bond or escrow arrangement required as a confirmation of certainty of funds available in connection with an offer made or to be made by an Obligor to acquire shares in another person, provided that the aggregate amount of all Encumbrances permitted under this Clause 1.1.104.17 does not exceed the lower of (i) the Financial Indebtedness which is secured thereby and (ii) an aggregate amount of ZAR600,000,000;                                                                                         |
| 1.1.104.19. | arising under the Eskom Guarantee Facility Agreements in the form of an Encumbrance over cash standing to the credit of a bank account and provided in favour of an Eskom Guarantee Facility Provider in connection with the issuance of guarantees by the Eskom Guarantee Facility Provider in favour of Eskom from time to time; and                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.104.20. | any other Encumbrance or Quasi-Encumbrance created with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.1.105.    | Permitted Indebtedness means any Financial Indebtedness:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.105.1.  | arising under the Finance Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.1.105.2.  | arising under any environmental bond, rehabilitation bond or guarantee or any similar arrangement which any member of the Group is required to issue under any applicable Environmental Law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.105.3.  | arising under any derivative transaction which does not have the commercial effect of borrowing entered into in connection with protection against or benefit from fluctuation in any rate or price but not for speculative purposes (other than any amount which constitutes the marked to market value realised on such derivative transaction that has not been discharge within 2 (two) Business Days of the date on which such amount arose, and other than any amount due as a result of the termination, close-out, restructure or refinancing of that derivative transaction that has not been discharged within 2 (two) Business Days of the date on which such amount arose);  |
| 1.1.105.4.  | of any member of the Group existing and available on the First Utilisation Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.105.5.  | of any person that becomes a member of the Group from time to time, provided that such Financial Indebtedness existed at the time that such person became a member of the Group and was not created in anticipation thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.105.6.  | between members of the Group to the extent incurred for the purpose of financing general corporate and working capital requirements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.1.105.7.  | arising under the Eskom Guarantee Facility Agreements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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| 1.1.105.8.   | not falling within any of the other sub-clauses of this Clause 1.1.105, provided that the aggregate amount of all Financial Indebtedness (other than Financial Indebtedness of Obligors and Project Finance Subsidiaries) permitted under this Clause 1.1.105.8 does not at the time of incurrence thereof exceed 7.5% (seven point five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements);                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.105.9.   | created or incurred with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders) whether prior to or after the Amendment Date;                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.106.     | Permitted Transferee means any person listed in Schedule 12 (List of Permitted Transferees);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.107.     | Project means any undertaking or business enterprise in relation to the development, refurbishment design, construction, erection, commissioning, operation and maintenance of any asset for the Group;                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.1.108.     | Project Finance Subsidiaries means, collectively:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.108.1.   | Sibanye Gold Eastern Operations Proprietary Limited (previously known as Southgold Exploration Proprietary Limited);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.108.2.   | K2013164354 Proprietary Limited; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.108.3.   | any other company or other entity (excluding the Obligors) that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.108.3.1. | has not since the Amendment Date received Distributions, loans, assets or the benefit of any guarantees from any member of the Group which in aggregate together with Distributions, loans, assets, and the benefit of any guarantees received by Project Finance Subsidiaries from any other member of the Group exceed 5% of Consolidated Tangible Net Worth; and                                                                                                                                                                                                                                                 |
| 1.1.108.3.2. | whose sole business is, and remains a Project,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|         | and to the extent that such company or entity mentioned in this Clause 1.1.108 owes Financial Indebtedness to persons who are not members of the Group none of the creditors in respect of such Financial Indebtedness have recourse in respect of such Financial Indebtedness to any member of the Group other than indebtedness secured only by way of security over shares or interests in or obligations owing by such company or entity and other than Financial Indebtedness not otherwise prohibited by this Agreement and Project Finance Subsidiary means any one of them individually as the context requires; |
| 1.1.109.     | Quasi-Encumbrance means an arrangement or transaction under which:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1.1.109.1.   | an Obligor sells, transfers or otherwise disposes of any of its assets on terms whereby they are or may be leased to or re-acquired by that or any other Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.109.2.   | an Obligor sells, transfers or otherwise disposes of its receivables on recourse terms; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 1.1.109.3.   | money or the benefit of a bank account of an Obligor may be applied, set-off or made subject to a combination of accounts to, against or with that of a person that is not an Obligor,                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|         | or any other preferential agreement or arrangement to which an Obligor is a party having a similar effect to that described in Clauses 1.1.109.1 to 1.1.109.3, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness;                                                                                                                                                                                                                                                                                                                            |
| 1.1.110.     | Quotation Day means, in relation to any period for which an interest rate is to be determined, the first day of that period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1.111.     | Rand Uranium means Rand Uranium Proprietary Limited, a private company duly incorporated under the laws of South Africa with registration number 2007/007531/07;                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.112.     | Reference Banks means the principal Johannesburg offices of Absa Bank Limited, FirstRand Bank Limited, Nedbank Limited, Investec Bank Limited and The Standard Bank of South Africa Limited or such other banks as may be appointed by the Facility Agent in consultation with the Original Borrower;                                                                                                                                                                                                                                                                                                                    |

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| 1.1.113.   | Repayment Date means each of the dates falling 6 (six), 12 (twelve), 18 (eighteen), 24 (twenty-four) and 30 (thirty) Months after the First Utilisation Date and the Final Repayment Date, provided that if any such date is not a Business Day, then the relevant Repayment Date shall be the next succeeding Business Day unless such next succeeding Business Day falls in the next calendar month, in which event the relevant Repayment Date shall be the immediately preceding Business Day;                                                                                                                                                                                             |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.114.   | Repayment Instalment means, in respect of Facility A and each Repayment Date, the amount set out alongside such date as set out in the table below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | Repayment Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Facility A RepaymentInstalment |
|       | 6 Months anniversary of the First Utilisation Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ZAR250,000,000 |
|       | 12 Months anniversary of the First Utilisation Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ZAR250,000,000 |
|       | 18 Months anniversary of the First Utilisation Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ZAR250,000,000 |
|       | 24 Months anniversary of the First Utilisation Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ZAR250,000,000 |
|       | 30 Months anniversary of the First Utilisation Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ZAR250,000,000 |
|       | Final Repayment Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ZAR750,000,000 |
|       | Any prepayment of the Facility A Loan in accordance with Clause 7.6  (Voluntary Prepayment of Loans) shall reduce the Repayment Instalments in order of maturity, with the prepayment amount being applied first to the Repayment Instalment due on the immediately following Repayment Date falling after that prepayment, or in such other order as the Original Borrower may notify the Facility Agent in writing by no later than 5 (five) Business Days prior to the relevant Repayment Date;                                                                                                                                                                                        |
| 1.1.115.   | Repeating Representations means each of the representations and warranties set out in Clause 18  (Representations) (other than the representations and warranties set out in Clause 18.9  (No filing or stamp taxes), Clause 18.11  (No misleading information) and Clause 18.14  (No proceedings pending or threatened));                                                                                                                                                                                                                                                                                                                                            |
| 1.1.116.   | Representative means any representative, delegate, agent, manager, administrator, nominee, attorney, trustee or custodian;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.117.   | Resignation Letter means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.118.   | Restricted Party means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (iii) otherwise a target of Sanctions (target of Sanctions signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities); |
| 1.1.119.   | Retiring Guarantor has the meaning given to it in Clause 17.8  (Release of Guarantors’ right of contribution);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.120.   | Rollover Loan means one or more Facility B Loans:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.120.1. | made or to be made on the same day that a maturing Facility B Loan is due to be repaid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.120.2. | the aggregate amount of which is equal to or less than the amount of the maturing Facility B Loan; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.120.3. | made or to be made to the Borrower for the purpose of refinancing a maturing Facility B Loan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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| 1.1.121.   | Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government, (ii) the United Nations, (iii) the European Union, (iv) the United Kingdom, (v) the Republic of France, (vi) the Council of Europe, (vii) the Commonwealth of Australia or (viii) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the US Department of Commerce, the United States Department of State, Her Majesty’s Treasury (HMT) and the French Ministry of Finance (together, the Sanctions Authorities); |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.122.   | Sanctions List means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, each as amended, supplemented or substituted from time to time;                                                                                                                                                                                                                                                                                                                     |
| 1.1.123.   | Screen Rate means the mid-market rate for deposits in ZAR for the relevant period which appears on the Reuters Screen SAFEY Page alongside the caption YLD at the applicable time.  If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Original Borrower and the Lenders;                                                                                                                                                                                                                                                                                                                      |
| 1.1.124.   | Semi-Annual Financial Statements has the meaning given to that term in Clause 19  (Information Undertakings);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.125.   | Shared Services Pty Ltd means Sibanye Gold Shared Services Proprietary Limited, a private company duly incorporated under the laws of South Africa with registration number 2002/020775/07 (previously known as Gold Fields Shared Services Proprietary Limited);                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.1.126.   | Signature Date means 10 December 2013;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.127.   | South Africa means the Republic of South Africa;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.1.128.   | Specified Time means a time determined in accordance with Schedule 10 (Timetables);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.129.   | Subsidiary means a “subsidiary” as defined in the Companies Act and shall include any person who would, but for not being a “company” under the Companies Act, qualify as a “subsidiary” as defined in the Companies Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.1.130.   | Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.131.   | Term means the period commencing on the Effective Date and ending on the Discharge Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.132.   | [Total Commitments means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments, being ZAR4,000,000,000 (Four Billion Rand) at the Amendment Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.1.133.   | Total Facility A Commitments means the aggregate of the Facility A Commitments, being ZAR1,250,000,000 (One Billion Five Hundred Million Rand) as at the Amendment Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.134.   | Total Facility B Commitments means the aggregate of the Facility B Commitments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.1.135.   | Transfer has the meaning given to that term in Clause 23.1  (Cessions and delegations by the Lenders);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.1.136.   | Transfer Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.137.   | Transfer Date means, in relation to a Transfer, the later of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 1.1.137.1. | the proposed Transfer Date specified in the Transfer Certificate; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.137.2. | the date on which the Facility Agent executes the Transfer Certificate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.1.138.   | Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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| 1.1.139. | USD Revolving Credit Facility Agreement means the written agreement entitled "Facility Agreement" entered into or to be entered into between, inter alia, the Original Borrower Bank of America Merrill Lynch International Limited and HSBC Bank Plc on or about August 2015 and pursuant to which a revolving credit facility up to USD400,000,000 is made available to, inter alia, the Original Borrower; |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1.140. | Utilisation means a utilisation of a Facility;                                                                                                                                                                                                                                                                                                                                                                     |
| 1.1.141. | Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made;                                                                                                                                                                                                                                                                                                         |
| 1.1.142. | Utilisation Request means a notice substantially in the form set out in Schedule 4 (Form of Utilisation Request);                                                                                                                                                                                                                                                                                                  |
| 1.1.143. | VAT means (i) any value added tax as provided for in the Value Added Tax Act, 1991, (ii) any general service tax and (iii) any other tax of a similar nature; and                                                                                                                                                                                                                                                  |
| 1.1.144. | ZAR means South African Rand, the lawful currency of South Africa.                                                                                                                                                                                                                                                                                                                                                 |
| 1.2.     | Financial Definitions                                                                                                                                                                                                                                                                                                                                                                                              |
|     | In this Agreement, the accounting expressions set forth below shall bear the following meanings:                                                                                                                                                                                                                                                                                                                   |
| 1.2.1.   | Cash means cash as determined in accordance with the Accounting Principles and for so long as:                                                                                                                                                                                                                                                                                                                     |
| 1.2.1.1. | that cash is repayable on demand or within 90 (ninety) days after the relevant date of calculation;                                                                                                                                                                                                                                                                                                                |
| 1.2.1.2. | repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition other than notice or demand therefor (but not exceeding the period of demand referred to in Clause 1.2.1.1);                                                                                                  |
| 1.2.1.3. | there is no Encumbrance over that cash other than the Permitted Encumbrance referred to in Clause 1.1.104.18 and                                                                                                                                                                                                                                                                                                   |
| 1.2.1.4. | the cash is freely and (except as mentioned in Clause 1.2.1.1) immediately available to be applied in repayment or prepayment of the Facilities;                                                                                                                                                                                                                                                                   |
| 1.2.2.   | Cash Equivalents means, at any time, cash equivalents as determined in accordance with the Accounting Principles, in each case to which any member of the Group is alone (or together with other members of the Group beneficially entitled at that time) and which is not issued or guaranteed by any member of the Group or subject to any Encumbrance;                                                          |
| 1.2.3.   | Consolidated EBITDA means, in respect of any Measurement Period, the consolidated net income of the Group (less the net income of any Project Finance Subsidiary but including dividends received in cash by any member of the Group from a Project Finance Subsidiary) before, without duplication and all as calculated in accordance with the Accounting Principles:                                            |
| 1.2.3.1. | any provision on account of normal, deferred and royalty taxation;                                                                                                                                                                                                                                                                                                                                                 |
| 1.2.3.2. | any interest, commission, discounts or other fees incurred or payable, received or receivable by any member of the Group in respect of indebtedness;                                                                                                                                                                                                                                                               |
| 1.2.3.3. | any other interest received or receivable by any member of the Group on any deposit or bank account;                                                                                                                                                                                                                                                                                                               |
| 1.2.3.4. | any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;                                                                                                                                                                                                                                                                                                                            |
| 1.2.3.5. | any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;                                                                                                                                                                                                                                                                                                              |
| 1.2.3.6. | any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative and/or financial instruments;                                                                                                                                                                                                                                                                             |
| 1.2.3.7. | any gains or losses recognised on the attributable share of results of associates after tax, but including any dividends received in cash by any member of the Group from such associate;                                                                                                                                                                                                                          |

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| 1.2.3.8.  | any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets and/or investments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.2.3.9.  | any share-based payments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.2.3.10. | any other extraordinary or exceptional items; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.2.3.11. | any other material non-cash gain or loss that needs to be accounted for under the Accounting Principles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.2.4.    | Consolidated Net Borrowings means, at any time, the aggregate amount of all obligations of the members of the Group (other than Project Finance Subsidiaries) (but including, for the avoidance of doubt, any obligations of any other member of the Group in respect of the obligations of a Project Finance Subsidiary) for or in respect of Financial Indebtedness (other than Financial Indebtedness incurred for or in respect of Clause 1.1.66.7 and Clause 1.1.66.9 to the extent not closed-out and/or called or a demand has been made thereunder and consequently constituting Financial Indebtedness but excluding any such obligations to any member of the Group (other than  a Project Finance Subsidiary), adjusted to take into account the aggregate amount of Cash and Cash Equivalents held by any member of the Group (other than Project Finance Subsidiaries) and so that no amount shall be included or excluded more than once; |
| 1.2.5.    | Consolidated Net Finance Charges means, in respect of any Measurement Period, the aggregate amount of the interest (including the interest element of leasing and hire purchase payments and capitalised interest), commission, fees, discounts and other finance payments payable by any member of the Group (other than Project Finance Subsidiaries) (including any commission, fees, discounts and other finance payment payable by any member of the Group under any interest rate hedging arrangement but deducting any commission, fees, discounts and other finance payments receivable by any member of the Group under any interest rate hedging instrument) but deducting any other interest receivable by any member of the Group on any deposit or bank account;                                                                                                                                                                                     |
| 1.2.6.    | Consolidated Tangible Net Worth means, at any time, the “Total Equity” as reported in the “Consolidated Statement of Changes in Equity” in the latest Annual Financial Statements of the Original Borrower delivered to the Facility Agent pursuant to the Clause 19.3  (Financial Statements)  minus any goodwill and intangibles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.2.7.    | EBITDA means, in respect of any member of the Group, in respect of any Measurement Period, the net income of that member of the Group before, without duplication and all as calculated in accordance with the Accounting Principles:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.2.7.1.  | any provision on account of normal, deferred and royalty taxation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.2.7.2.  | any interest, commission, discounts or other fees incurred or payable, received or receivable by that member of the Group in respect of indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.2.7.3.  | any other interest received or receivable by that member of the Group on any deposit or bank account;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.2.7.4.  | any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.2.7.5.  | any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.2.7.6.  | any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative and/or financial instruments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.2.7.7.  | any gains or losses recognised on the attributable share of results of associates after tax, but including any dividends received in cash by that member of the Group from such associate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.2.7.8.  | any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets and/or investments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.2.7.9.  | any share-based payments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.2.7.10. | any other extraordinary or exceptional items; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

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| 1.2.7.11. | any other material non-cash gain or loss that needs to be accounted for under the Accounting Principles;                                                                                                                                                                                                                                                                                                         |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.2.8.    | Financial Half Year means the period commencing on the day after the end of a Financial Year and ending on the next Half Year Date;                                                                                                                                                                                                                                                                                   |
| 1.2.9.    | Financial Quarter means the period of 3 (three) months ending on each of 31 March, 30 June, 30 September and 31 December of each calendar year;                                                                                                                                                                                                                                                                       |
| 1.2.10.   | Half Year Date means 30 June of each calendar year;                                                                                                                                                                                                                                                                                                                                                                   |
| 1.2.11.   | Measurement Date means the last day of the Original Borrower’s Financial Year and the Half Year Date; and                                                                                                                                                                                                                                                                                                      |
| 1.2.12.   | Measurement Period means each period of 12 (twelve) months ending on the last day of each of the Original Borrower’s Financial Years occurring after the Signature Date and each period of 12 (twelve) months ending on each Half Year Date occurring after the Signature Date.                                                                                                                                |
| 1.3.      | Construction                                                                                                                                                                                                                                                                                                                                                                                                          |
| 1.3.1.    | Unless a contrary indication appears, any reference in this Agreement to:                                                                                                                                                                                                                                                                                                                                             |
| 1.3.1.1.  | any Mandated Lead Arranger,  Co-Arranger, the Facility Agent, any Finance Party, any Lender, any Obligor or any Party shall be construed so as to include its successors in title, permitted cessionaries and permitted transferees;                                                                                                                                                                   |
| 1.3.1.2.  | assets includes present and future properties, revenues and rights of every description;                                                                                                                                                                                                                                                                                                                              |
| 1.3.1.3.  | authority includes any court or any governmental, intergovernmental or supranational body, agency, department or any regulatory, self-regulatory or other authority;                                                                                                                                                                                                                                                  |
| 1.3.1.4.  | a  Finance Document or any other agreement or instrument includes (without prejudice to any prohibition on amendments) all amendments (however fundamental) to, or novations of, that Finance Document or other agreement or instrument, including any amendment or novation providing for any increase in the amount of a facility or any additional facility or replacement facility;                          |
| 1.3.1.5.  | the use of the word including followed by specific examples will not be construed as limiting the meaning of the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of such general wording or such specific examples;                                                                                                                                              |
| 1.3.1.6.  | indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;                                                                                                                                                                                                                                             |
| 1.3.1.7.  | a  person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);                                                                                                                                                                                    |
| 1.3.1.8.  | a  regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; |
| 1.3.1.9.  | unconditionally means, in relation to the payment of any amount to a person, where such amount cannot lawfully be required to be repaid or refunded by that person pursuant to the provisions of the Companies Act, 1973, the Companies Act, the Insolvency Act, 1936 or any other law relating to insolvency of general application;                                                                                 |
| 1.3.1.10. | a provision of law is a reference to that provision as amended or re-enacted; and                                                                                                                                                                                                                                                                                                                                     |
| 1.3.1.11. | a time of day is a reference to Johannesburg time.                                                                                                                                                                                                                                                                                                                                                                    |
| 1.3.2.    | Section, Clause and Schedule headings are for ease of reference only.                                                                                                                                                                                                                                                                                                                                                 |

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| 1.3.3.  | Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.3.4.  | A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.3.5.  | If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in an interpretation Clause, effect shall be given to it as if it were a substantive provision of the relevant Finance Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 1.3.6.  | Unless inconsistent with the context, an expression in any Finance Document which denotes the singular includes the plural and vice versa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.3.7.  | The Schedules to any Finance Document form an integral part thereof and a reference to a Clause or a Schedule is a reference to a Clause of, or a schedule to, this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 1.3.8.  | The rule of construction that, in the event of ambiguity, a contract shall be interpreted against the party responsible for the drafting thereof, shall not apply in the interpretation of the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.3.9.  | The expiry or termination of any Finance Documents shall not affect those provisions of the Finance Documents that expressly provide that they will operate after any such expiry or termination or which of necessity must continue to have effect after such expiry or termination, notwithstanding that the Clauses themselves do not expressly provide for this.                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.3.10. | The Finance Documents shall to the extent permitted by applicable law be binding on and enforceable by the administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators of the Parties as fully and effectually as if they had signed the Finance Documents in the first instance and reference to any Party shall be deemed to include such Party’s administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators, as the case may be.                                                                                                                                                                                                                                                    |
| 1.3.11. | Where figures are referred to in numerals and in words in any Finance Document, if there is any conflict between the two, the words shall prevail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.3.12. | Unless a contrary indication appears, where any number of days is to be calculated from a particular day, such number shall be calculated as including that particular day and excluding the last day of such period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 1.3.13. | For the purposes of Clause 22.8  (Creditors’ process), Clause 22.10  (Loss of Mining Rights) and Clause 22.12  (Expropriation), material part of the assets or revenues of an Obligor shall in relation to the relevant Obligor be construed as assets or revenues, as the case may be, which, together with any other assets or revenues of the Group that have been seized, nationalised, expropriated or compulsorily acquired, or affected by any expropriation, attachment, sequestration, distress or execution, after the Signature Date, comprises not less than 10% (ten percent) of the Consolidated EBITDA or gross assets of the Group or assets which contribute not less than 10% (ten percent) towards the Consolidated EBITDA. |
| 1.4.    | Third party rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.4.1.  | Except as expressly provided for in this Agreement or in any other Finance Document, no provision of any Finance Document constitutes a stipulation for the benefit of any person who is not a party to that Finance Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1.4.2.  | Notwithstanding any term of any Finance Document, the consent of any person who is not a party to that Finance Document is not required to rescind or vary that Finance Document at any time except to the extent that the relevant variation or rescission (as the case may be) relates directly to the right conferred upon any applicable third party under a stipulation for the benefit of that party that has been accepted by that third party.                                                                                                                                                                                                                                                                                                               |
| 1.5.    | Finance Parties’ rights and obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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| 1.5.1.   | The obligations of each Finance Party under the Finance Documents are separate and independent.  Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                        |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.5.2.   | The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 1.5.3.   | A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents, save that the Lenders shall, when granting approvals, extensions or waivers under the Finance Documents, or issuing any notices (other than legal notices) or communication pursuant to any Finance Document, act through the Facility Agent.                                                                                                                                                                                                                                                                                                                                                                         |
| 1.6.     | Obligors’ Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.6.1.   | Each Obligor (other than the Original Borrower) by its execution of this Agreement or an Accession Letter irrevocably appoints the Original Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 1.6.1.1. | the Original Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by that Obligor notwithstanding that they may affect that Obligor, without further reference to or the consent of that Obligor; and                                                                                                                                                                                                                                        |
| 1.6.1.2. | each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Original Borrower,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     | and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.6.2.   | Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Original Borrower or given to the Original Borrower under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Original Borrower and any other Obligor, those of the Original Borrower shall prevail. |
| 1.7.     | Acknowledgement of Terms of the Intercreditor Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     | The Obligors hereby expressly acknowledge the terms of the Intercreditor Agreement and confirm that none of them has any rights or obligations thereunder or in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.8.     | Instructions to Facility Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.8.1.   | Unless otherwise expressly stated in this Agreement or any other Finance Document, any action to be taken or expressed to be taken by the Facility Agent under or in respect of this Agreement or any other Finance Document shall be taken by the Facility Agent acting in accordance with the instructions given to it or authority granted to it under the Intercreditor Agreement as read with this Agreement (and the Obligors shall be obliged and entitled to assume without further enquiry that the Facility Agent is acting in accordance with the terms of the Intercreditor Agreement).                                                                                                                                                   |
| 1.8.2.   | No Obligor shall be obliged, nor entitled, to act in accordance with any notice given to it pursuant to any Finance Document unless such notice is given by the Facility Agent irrespective of the delivery of any conflicting notice by or on behalf of any other Finance Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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| 2.     | THE FACILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1.   | Subject to the terms of this Agreement, the Original Facility A Lenders made available a ZAR term loan facility in an aggregate amount equal to the Total Facility A Commitments.                                                                                                                                                                                                                                                                               |
| 2.2.   | Subject to the terms of this Agreement, the Lenders make available to the Borrower a ZAR revolving loan facility in an aggregate amount equal to the Total Facility B Commitments.                                                                                                                                                                                                                                                                              |
| 3.     | PURPOSE                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.1.   | Purpose                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The Borrower shall apply amounts borrowed by it under the Facilities in the following manner:                                                                                                                                                                                                                                                                                                                                                                   |
| 3.1.1. | to repay, in full, the Existing Borrower’s Indebtedness on the First Utilisation Date; and                                                                                                                                                                                                                                                                                                                                                               |
| 3.1.2. | the remainder of the Facilities not applied in accordance with Clause 3.1.1,  as well as all amounts that become available for redraw under Facility B following a repayment of a Facility B Loan, shall be applied in financing the Group’s ongoing capital expenditure, working capital and general corporate expenditure requirements.                                                                                                           |
| 3.2.   | Monitoring                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.                                                                                                                                                                                                                                                                                                                                               |
| 4.     | CONDITIONS OF UTILISATION                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.1.   | Initial conditions precedent                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | No Lender shall be obliged to make any Loan under any Facility unless the Facility Agent has confirmed, by notice in writing to the other Finance Parties and the Borrower, that:                                                                                                                                                                                                                                                                               |
| 4.1.1. | all of the CP Documents have been delivered to the Facility Agent in a form and in substance satisfactory to the Facility Agent (acting on the instructions of all of the Lenders (acting reasonably)); or                                                                                                                                                                                                                                                      |
| 4.1.2. | to the extent that any CP Documents are not in a form and in substance satisfactory to the Facility Agent (acting on the instructions of all of the Lenders (acting reasonably)) or have not been delivered, the Facility Agent has, pursuant to Clause 4.3  (Waiver or Deferral of Conditions Precedent), waived or deferred delivery of those CP Documents which are not in a form and in substance satisfactory to it or which have not been delivered. |
| 4.2.   | Further conditions precedent                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | Subject to Clause 4.1  (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4  (Lenders’ participation) in relation to a Utilisation if, in the opinion of the Facility Agent (acting on the instructions of all of the Lenders (acting reasonably)), on the date of the Utilisation Request and on the proposed Utilisation Date:                                                               |
| 4.2.1. | no Default is continuing or would result from the proposed Utilisation; and                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.2.2. | in relation to the Utilisations made on the First Utilisation Date, all the representations and warranties in Clause 18  (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor are true, accurate and complete in all material respects.                                                                                                                                               |
| 4.3.   | Waiver or deferral of conditions precedent                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.3.1. | Satisfaction of any of the conditions set out in Clause 4.1  (Initial Conditions Precedent) and Clause 4.2  (Further Conditions Precedent) may be waived or deferred by the Facility Agent (acting on the instructions of all the Lenders).                                                                                                                                                                                                           |
| 4.3.2. | Waiver or deferral of:                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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| 4.3.2.1. | the condition of the delivery of any of the CP Documents either at all or in a form and in substance satisfactory to the Facility Agent; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.3.2.2. | any of the conditions in any Finance Document,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     | shall not prejudice the right of the Facility Agent to require subsequent fulfilment of such condition in a written notice to this effect, delivered at the time of such waiver or deferral (as applicable) and, unless otherwise specified in any written notice waiving or deferring fulfilment of such condition, such condition shall be fulfilled by the Borrower within 10 (ten) Business Days of the date of the written notice waiving or deferring fulfilment of such condition.                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3.3.   | The advance of any Loan under any of the Facilities in circumstances where a Lender was not obliged to advance such a Loan because of any condition referred to in or contemplated by Clause 4.1  (Initial Conditions Precedent) or Clause 4.2  (Further Conditions Precedent) not having been satisfied, waived or deferred pursuant to this Clause 4.3 shall constitute a valid advance of such Loan made subject to and in accordance with the provisions of this Agreement and the other relevant Finance Documents.                                                                                                                                                                                                                                                                                                                                                                    |
| 4.4.     | Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     | If the Effective Date has not occurred on or before 13 December 2013, or such later date as may be agreed to in writing between the Facility Agent and the Original Borrower on or before 12 December 2013, then the Facility Agent (acting on the instructions of all the Lenders) shall be entitled to cancel this Agreement and all of the Finance Documents by written notice to the Original Borrower.  Such cancellation shall be without prejudice to any Obligor’s obligations under Clause 16  (Costs and Expenses) to pay any costs, fees, expenses or taxes then due and payable provided for therein and the provisions of Clause 25  (Role of the Arrangers), Clause 28  (Payment Mechanics), Clause 30  (Notices) and Clauses 35  (Confidentiality) to 44  (Governing Law and Jurisdiction) shall remain in force for such purpose. |
| 5.       | UTILISATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5.1.     | Delivery of a Utilisation Request                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     | A Borrower (or the Original Borrower on its behalf) may utilise a Facility during the Availability Period by delivery to the Facility Agent of a duly completed Utilisation Request by not later than the Specified Time in relation to the proposed Utilisation Date (or such other time as may be agreed to in writing between the Facility Agent (acting on the instructions of all Lenders under a Facility) and the Borrower).                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.2.     | Completion of a Utilisation Request                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 5.2.1.   | Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 5.2.1.1. | it identifies the Facility to be utilised;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.2.1.2. | the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5.2.1.3. | the currency and amount of the Utilisation comply with Clause 5.3  (Currency and amount);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 5.2.1.4. | it identifies the proposed first Interest Period and that Interest Period complies with Clause 9  (Interest Periods);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.2.1.5. | it specifies a bank account in South Africa into which the relevant Borrower wishes the proceeds of the Loan be paid into; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 5.2.1.6. | in respect of the Utilisation Requests relating to Loans to be advanced on the First Utilisation Date, the Original Borrower has specified that the proposed amount to be advanced under Facility A is ZAR2,000,000,000 (Two Billion Rand).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5.2.2.   | Only 1 (one) Loan may be requested in each Utilisation Request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 5.2.3.   | A maximum of 1 (one) Utilisation Request may be delivered under Facility A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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| 5.2.4. | Only 1 (one) Utilisation Request in relation to Facility B may be outstanding at any point in time and a maximum of 2 (two) Utilisation Requests may be delivered under Facility B in any Month during the Availability Period.                                                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 5.3.   | Currency and amount                                                                                                                                                                                                                                                                  |
| 5.3.1. | The currency specified in a Utilisation Request must be ZAR.                                                                                                                                                                                                                         |
| 5.3.2. | The amount of the proposed Loan must be an amount which is not more than the Available Facility and which is a minimum of ZAR50,000,000 (Fifty Million Rand) or, if less, the Available Facility.                                                                                    |
| 5.3.3. | The proposed Loan together with the aggregate of the relevant Loans still outstanding under the relevant Facility on the proposed Utilisation Date must not exceed the amount available under the relevant Facility.                                                                 |
| 5.4.   | Lenders’ participation                                                                                                                                                                                                                                                        |
| 5.4.1. | If the conditions set out in this Agreement in relation to a Utilisation have been met, each Lender shall make its participation in each Loan available by the Utilisation Date                                                                                                      |
| 5.4.2. | The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.                                                                                      |
| 5.4.3. | The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan, in each case, by the Specified Time.                                                                                                                        |
| 5.5.   | Cancellation of Commitment                                                                                                                                                                                                                                                           |
| 5.5.1. | The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility A.                                                                                                                                  |
| 5.5.2. | The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B.                                                                                                                                  |
| 5.6.   | Maximum number of Loans                                                                                                                                                                                                                                                              |
|   | The Borrower may not deliver a Utilisation Request under Facility B if as a result of the proposed Utilisation (and after consolidation of any Loans pursuant to Clause 9.2  (Consolidation of Facility B Loans) more than 10 (ten) Facility B Loans would be outstanding. |
| 6.     | REPAYMENT                                                                                                                                                                                                                                                                            |
| 6.1.   | Repayment of Facility A Loans                                                                                                                                                                                                                                                        |
| 6.1.1. | Repayment                                                                                                                                                                                                                                                                            |
|   | The Borrowers shall repay the Facility A Loan to the Lenders in the Repayment Instalments on each Repayment Date such that the Facility Outstandings in respect of Facility A are repaid in full by no later than the Final Repayment Date.                                          |

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| 6.1.2.       | No Reborrowing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         | No Borrower may reborrow any part of Facility A which is repaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 6.2.         | Repayment of Facility B Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 6.2.1.       | Repayment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.2.1.1.     | Each Facility B Loan shall be repaid on the earlier of the last day of its then current Interest Period and the Final Repayment Date. In addition, the Borrowers shall on 30 June and 31 December of each year repay an amount equal to the aggregate amount of Facility B Loans outstanding under Facility B that would exceed the Total Facility B Commitments in effect from the day immediately succeeding such date.                                                                                                              |
| 6.2.1.2.     | Without prejudice to a Borrower’s obligation under this Clause 6.2.1, if one or more Facility B Loans are to be made available to that Borrower:                                                                                                                                                                                                                                                                                                                                                                                |
| 6.2.1.2.1.   | on the same day that a maturing Facility B Loan is due to be repaid by the Borrower; and                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 6.2.1.2.2.   | in whole or in part for the purpose of refinancing the maturing Facility B Loan,                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|         | the aggregate amount of the new Facility B Loans shall be treated as if applied in or towards repayment of the maturing Facility B Loan so that:                                                                                                                                                                                                                                                                                                                                                                                       |
| 6.2.1.2.3.   | if the amount of the maturing Facility B Loan exceeds the aggregate amount of the new Facility B Loans:                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 6.2.1.2.3.1. | that Borrower will only be required to pay an amount in cash in ZAR equal to that excess; and                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 6.2.1.2.3.2. | each Lender’s participation (if any) in the new Facility B Loans shall be treated as having been made available and applied by that Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Facility B Loan and that Lender will not be required to make its participation in the new Facility B Loans available in cash; and                                                                                                                                                           |
| 6.2.1.2.4.   | if the amount of the maturing Facility B Loan is equal to or less than the aggregate amount of the new Facility B Loans:                                                                                                                                                                                                                                                                                                                                                                                                               |
| 6.2.1.2.4.1. | that Borrower will not be required to make any payment in cash; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6.2.1.2.4.2. | each Lender will be required to make its participation in the new Facility B Loans available in cash only to the extent that its participation (if any) in the new Facility B Loans exceeds that Lender’s participation (if any) in the maturing Facility B Loan and the remainder of that Lender’s participation in the new Facility B Loans shall be treated as having been made available and applied by that Borrower in or towards repayment of that Lender’s participation in the maturing Facility B Loan. |
| 6.2.2.       | Reborrowing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|         | Any amounts repaid under Facility B, in accordance with Clause 6.2.1  (Repayment), shall be capable of being re-borrowed during the relevant Availability Period.                                                                                                                                                                                                                                                                                                                                                                 |
| 7.           | PREPAYMENT AND CANCELLATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 7.1.         | Illegality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|         | If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:                                                                                                                                                                                                                                                                                                                                           |
| 7.1.1.       | that Lender shall promptly notify the Facility Agent upon becoming aware of that event;                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 7.1.2.       | upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and                                                                                                                                                                                                                                                                                                                                                                                                                       |

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| 7.1.3.   | the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law). |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 7.2.     | Mandatory prepayment: Coverage Test                                                                                                                                                                                                                                                                                                                                             |
|     | If on the expiry of either of the 30 (thirty) day period referred to in Clause 21.17.2 or in the case of an acquisition, the 90 (ninety) day period referred to in Clause 21.17.2, the Coverage Test set out in Clause 21.17.1 is not satisfied:                                                                                                                                |
| 7.2.1.   | the Original Borrower shall promptly notify the Facility Agent in writing upon becoming aware of that event;                                                                                                                                                                                                                                                                    |
| 7.2.2.   | a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan);                                                                                                                                                                                                                                                                                               |
| 7.2.3.   | the Lenders and the Original Borrower shall consult about the Coverage Test for a period of 60 (sixty) days after receipt by the Facility Agent of the written notice pursuant to Clause 7.3.1 (the Coverage Test Consultation Period); and                                                                                                                                     |
| 7.2.4.   | upon the expiry of the Coverage Test Consultation Period (and unless otherwise agreed in writing between the Original Borrower and a Lender):                                                                                                                                                                                                                                   |
| 7.2.4.1. | a Lender shall be entitled to notify the Facility Agent in writing that its Commitments are to be cancelled and that it requires that its participation in all Loans to be repaid; and                                                                                                                                                                                          |
| 7.2.4.2. | the Commitments of that Lender will be immediately cancelled and the Borrower shall repay that Lender’s participation in the Loans made to that Borrower (together with all accrued and unpaid interest on each such participation) within 30 (thirty) days after the Facility Agent has notified the Original Borrower requesting same.                                 |
| 7.3.     | Mandatory prepayment: Change of Control                                                                                                                                                                                                                                                                                                                                         |
|     | Upon the occurrence of a Change in Control:                                                                                                                                                                                                                                                                                                                                     |
| 7.3.1.   | the Original Borrower shall promptly notify the Facility Agent in writing upon becoming aware of that event;                                                                                                                                                                                                                                                                    |
| 7.3.2.   | a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan);                                                                                                                                                                                                                                                                                               |
| 7.3.3.   | the Lenders and the Original Borrower shall consult about the Change of Control for a period of 60 (sixty) days after receipt by the Facility Agent of the written notice pursuant to Clause 7.3.1 (the Consultation Period);                                                                                                                                                   |
| 7.3.4.   | upon the expiry of the Consultation Period (and unless otherwise agreed in writing between the Original Borrower and that Lender):                                                                                                                                                                                                                                              |
| 7.3.4.1. | that Lender shall be entitled to notify the Facility Agent in writing that its Commitments are to be cancelled and that it requires that its participation in all Loans to be repaid;                                                                                                                                                                                           |
| 7.3.4.2. | 30 (thirty) Business Days after the Facility Agent has notified the Original Borrower requesting same, the Commitments of that Lender will be immediately cancelled; and                                                                                                                                                                                                        |
| 7.3.4.3. | each Borrower shall repay that Lender’s participation in the Loans made to that Borrower (together with all accrued and unpaid interest on each such participation) within 30 (thirty) Business Days after the Facility Agent has notified the Original Borrower requesting same.                                                                                        |
| 7.4.     | Mandatory prepayment: sanctions                                                                                                                                                                                                                                                                                                                                                 |
|     | If any Obligor:                                                                                                                                                                                                                                                                                                                                                                 |
| 7.4.1.   | breaches the representation and warranty pursuant to Clause 18.22  (Sanctions); or                                                                                                                                                                                                                                                                                         |

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| 7.4.2.   | fails to comply with the undertakings pursuant to Clause 21.13  (Sanctions),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     | then:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7.4.3.   | any Lender shall be entitled to notify the Facility Agent in writing that its Commitments are to be cancelled and that it requires that its participation in all Loans to be repaid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 7.4.4.   | upon the Facility Agent notifying the Original Borrower in writing, the Commitments of that Lender will be immediately cancelled; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7.4.5.   | each Borrower shall repay that Lender’s participation in the Loans made to that Borrower (together with all accrued and unpaid interest on each such participation and any Breakage Costs) within 10 (ten) Business Days (or such later date as agreed between the Original Borrower and that Lender) after the Facility Agent has notified the Original Borrower in accordance with Clause 7.4.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 7.5.     | Voluntary cancellation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     | During the relevant Availability Period, the Original Borrower may, if it gives the Facility Agent not less than 5 (five) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum aggregate amount of ZAR50,000,000 (Fifty Million Rand) of the relevant Available Facility.  Any cancellation under this Clause 7.5 shall reduce the Commitments of the Lenders rateably under that Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 7.6.     | Voluntary prepayment of Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 7.6.1.   | Subject to Clause 7.7  (Right of repayment and cancellation in relation to a single Lender), the Borrower shall be entitled to voluntarily prepay the Loans under any Facility provided the procedure set out in Clause 7.6.2 has been followed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 7.6.2.   | In the event that the Borrower wishes to effect a voluntary prepayment of the Loans, or any part thereof, outstanding under the Facilities, the Borrower shall notify the Facility Agent in writing (the Voluntary Prepayment Notice), not less than 5 (five) Business Days prior to the proposed date (the Voluntary Prepayment Date) of such voluntary prepayment, of the amount (the Voluntary Prepayment Amount) it wishes to voluntarily prepay (if in part, being an amount that reduces the amount of that Loan by a minimum amount of R50,000,000 (Fifty Million Rand) or, if less, the aggregate Facility Outstandings under the relevant Facility) (the Relevant Amount) and the Facility to which the voluntary prepayment is to be applied, provided that no voluntary prepayment may be made by the Borrower if an Event of Default is continuing or if such voluntary prepayment would result in a failure to comply with any of the Financial Covenants at any time after the Voluntary Prepayment Date.  |
| 7.6.3.   | The Facility Agent shall deliver a copy of the Voluntary Prepayment Notice to the Lenders within 1 (one) Business Day of receipt by the Facility Agent of the Voluntary Prepayment Notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 7.6.4.   | On the Voluntary Prepayment Date, the Borrower shall repay the Facilities by paying the Voluntary Prepayment Amount to the Facility Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 7.6.5.   | Any prepayment under this Clause 7.6 shall be applied rateably among the participations of all Lenders under the relevant Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 7.7.     | Right of repayment and cancellation in relation to a single Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 7.7.1.   | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 7.7.1.1. | any sum payable to any Lender by a Borrower is required to be increased under Clause 12.2.3; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 7.7.1.2. | any Lender claims indemnification from a Borrower under Clause 12.3  (Tax indemnity) or Clause 13  (Increased Costs),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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|   | the Original Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans.                                                                                                                                                                                                                                      |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 7.7.2. | On receipt of a notice of cancellation referred to in Clause 7.7.1, the Commitment of that Lender shall immediately be reduced to zero.                                                                                                                                                                                                                                                                                                                                                                                                               |
| 7.7.3. | On the last day of each Interest Period in relation to a Loan which ends after the Original Borrower has given notice of cancellation under Clause 7.7.1 (or, if earlier, the date specified by the Borrower in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan together with interest and all other amounts accrued under the Finance Documents.                                                                                                                              |
| 7.8.   | Restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 7.8.1. | Any notice of cancellation or prepayment given by any Party under this Clause  7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.                                                                                                                                                                                                                           |
| 7.8.2. | Any prepayment under this Agreement shall be made together with accrued and unpaid interest on the amount prepaid and, subject to any Breakage Costs or Breakage Gains, without premium or penalty.                                                                                                                                                                                                                                                                                                                                                   |
| 7.8.3. | No Borrower may reborrow any part of Facility A which is prepaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 7.8.4. | Unless a contrary indication appears in this Agreement, any part of Facility B which is repaid may be reborrowed in accordance with the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                      |
| 7.8.5. | The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.                                                                                                                                                                                                                                                                                                                                                     |
| 7.8.6. | No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 7.8.7. | If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Original Borrower or the affected Lender, as appropriate.                                                                                                                                                                                                                                                                                                                                                                   |
| 7.8.8. | If any Lender elects to be prepaid pursuant to Clause 7.3  (Mandatory prepayment: Change of Control), or Clause 7.4  (Mandatory prepayment: sanctions), the Facility Agent shall promptly notify the other Lenders in writing of the election of that Lender.                                                                                                                                                                                                                                                                               |
| 7.8.9. | If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2.  (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.  Subject to Clauses 7.1, 7.3, and 7.4, any cancellation under this Clause 7.8.9 shall reduce the Commitments of the Lenders rateably under the Facility. |
| 8.     | INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 8.1.   | Calculation of interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 8.1.1. | Margin; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 8.1.2. | Base Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 8.2.   | Payment of interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The Borrower shall, subject to Clause 8.3  (Default interest), pay accrued interest on each Loan on the last day of each Interest Period.                                                                                                                                                                                                                                                                                                                                                                                                        |

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| 8.3.     | Default interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 8.3.1.   | If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on that Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to Clause 8.3.2 below, is 2% (two percent) higher than the rate which would have been payable if that Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of that Unpaid Sum for successive Interest Periods, each of a duration of 1 (one) Month. |
| 8.3.2.   | Any interest accruing under this Clause 8.3 shall be immediately payable by the Obligor on demand by the Facility Agent.                                                                                                                                                                                                                                                                                                                                                                                                                |
| 8.3.3.   | If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:                                                                                                                                                                                                                                                                                                                                                                                   |
| 8.3.3.1. | the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and                                                                                                                                                                                                                                                                                                                                                                            |
| 8.3.3.2. | the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2% (two percent) higher than the rate which would have applied if that Unpaid Sum had not become due.                                                                                                                                                                                                                                                                                                                                       |
| 8.3.4.   | Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.                                                                                                                                                                                                                                                                                                                            |
| 8.4.     | Notification of rates of interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     | The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                  |
| 9.       | INTEREST PERIODS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 9.1.     | Selection of Interest Periods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.1.1.   | The Interest Period for Loans made under Facility A shall be 3 (three) Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders in relation to the relevant Loan) for a Loan made under Facility A in the Utilisation Request for that Loan.                                                                                                                                                                                                                        |
| 9.1.2.   | The Borrower may select an Interest Period of 1 (one) Month, 3 (three) Months or 6 (six) Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders in relation to the relevant Loan) for a Loan made under Facility B in the Utilisation Request for that Loan.                                                                                                                                                                                                 |
| 9.1.3.   | If the Borrower fails to specify an Interest Period in the Utilisation Request relating to that Loan, the relevant Interest Period will be 3 (three) Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders in relation to the relevant Loan) for a Loan made under Facility A and Facility B in the Utilisation Request for that Loan.                                                                                                                           |
| 9.1.4.   | An Interest Period for a Loan shall not extend beyond the Final Repayment Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 9.1.5.   | Each Interest Period for a Loan shall start on the Utilisation Date of that Loan or (if already made) on the last day of its preceding Interest Period.                                                                                                                                                                                                                                                                                                                                                                                 |
| 9.2.     | Consolidation of Facility B Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 9.2.1.   | If two or more Interest Periods:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 9.2.1.1. | relate to Facility B Loans; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 9.2.1.2. | end on the same date,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     | those Facility B Loans will be consolidated into, and treated as, a single Facility B Loan on the last day of the current Interest Period.                                                                                                                                                                                                                                                                                                                                                                                              |

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| 10.       | CHANGES TO THE CALCULATION OF INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1.     | Absence of quotations                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      | Subject to Clause 10.2  (Market disruption), if JIBAR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, JIBAR shall be determined on the basis of the quotations of the remaining Reference Banks.                                                                                                                                                                                |
| 10.2.     | Market disruption                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.1.   | If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:                                                                                                                                                                                                                                              |
| 10.2.1.1. | the Margin; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2.1.2. | the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source(s) it may reasonably select.                                                                                                                                        |
| 10.2.2.   | In this Agreement Market Disruption Event means:                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2.2.1. | at or about 12.00 am on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine the Base Rate for the relevant Interest Period; or                                                                                                                                                                                                                             |
| 10.2.2.2. | before close of business in Johannesburg on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from two or more Lenders whose aggregate Commitments under a Facility are greater than 30% (thirty percent) of the Total Commitments under that Facility that the cost to it, or them, as applicable, of obtaining matching deposits in the Johannesburg Interbank Market would be in excess of the Base Rate for the relevant Interest Period. |
| 10.3.     | Alternative basis of interest or funding                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.3.1.   | Without prejudice to the generality of Clause 10.2.1  (Market disruption), if a Market Disruption Event occurs and the Facility Agent or the Original Borrower so requires, the Facility Agent and the Original Borrower shall enter into negotiations (for a period of not more than 30 (thirty) days) with a view to agreeing a substitute basis for determining the rate of interest.                                                                                             |
| 10.3.2.   | Any alternative basis agreed pursuant to Clause 10.3.1 above shall, with the prior consent of all the Lenders and the Original Borrower, be binding on all Parties.                                                                                                                                                                                                                                                                                                                       |
| 10.4.     | Breakage Costs and Breakage Gains                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.4.1.   | If any repayment or prepayment of all or any part of a Loan (whether voluntary or mandatory) is made otherwise than on the last day of an Interest Period relative thereto then either:                                                                                                                                                                                                                                                                                                   |
| 10.4.1.1. | the relevant Borrower shall pay to the Facility Agent for the account of each Lender participating in that Loan or to whom that Unpaid Sum is owed and in either case which receives such payment or repayment, within 3 (three) Business Days of demand by the Facility Agent (together with a copy of the applicable certificate(s) delivered to the Facility Agent under Clause 10.4.2) a sum equal to the Breakage Costs applicable thereto; or                                       |
| 10.4.1.2. | the relevant Lender realising any Breakage Gains shall, unless such Breakage Gains are realised as a consequence of any prepayment of the relevant Loan due to an Event of Default or a breach by any Obligor of any provision of the Finance Documents, pay to the Borrower within 3 (three) Business Days of demand by that Borrower a sum equal to the Breakage Gains applicable to any prepayment.                                                                                    |

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| 10.4.2.   | Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Breakage Costs or Breakage Gain, as applicable, for any Interest Period in which they accrue.                                                                                                           |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 11.       | FEES                                                                                                                                                                                                                                                                                                                                                  |
| 11.1.     | Commitment fee                                                                                                                                                                                                                                                                                                                                        |
| 11.1.1.   | The Original Borrower shall pay to the Facility Agent (for the account of each Lender) a fee computed at the rate of:                                                                                                                                                                                                                                 |
| 11.1.1.1. | 35% (thirty-five percent) of the applicable Margin per annum (excluding VAT) on each Lender’s Available Commitment under Facility A for the Availability Period applicable to Facility A; and                                                                                                                                                  |
| 11.1.1.2. | 35% (thirty-five percent) of the applicable Margin per annum (excluding VAT) on each Lender’s Available Commitment under Facility B for the Availability Period applicable to Facility B.                                                                                                                                                      |
| 11.1.2.   | The accrued commitment fee is payable quarterly in arrears on the last day of each successive period of 3 (three) Months which ends during the relevant Availability Period and on the last day of the relevant Availability Period and on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective. |
| 11.2.     | Non-Refundable Origination fee                                                                                                                                                                                                                                                                                                                        |
|      | The Original Borrower shall pay to each of the Mandated Lead Arrangers and the Co-Arrangers (for its own account) a non-refundable origination fee in the amount and at the times agreed in a Fee Letter.                                                                                                                                             |
| 11.3.     | Agency fee                                                                                                                                                                                                                                                                                                                                            |
|      | The Original Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.                                                                                                                                                                                                      |
| 12.       | TAX GROSS UP AND INDEMNITIES                                                                                                                                                                                                                                                                                                                          |
| 12.1.     | Definitions                                                                                                                                                                                                                                                                                                                                           |
| 12.1.1.   | In this Agreement:                                                                                                                                                                                                                                                                                                                                    |
| 12.1.1.1. | Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.                                                          |
| 12.1.1.2. | Tax Credit means a credit against, relief or remission for, or repayment of any Tax.                                                                                                                                                                                                                                                                  |
| 12.1.1.3. | Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document.                                                                                                                                                                                                                                      |
| 12.1.1.4. | Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2  (Tax gross-up) or a payment under Clause 12.3  (Tax indemnity).                                                                                                                                                                 |
| 12.1.2.   | Unless a contrary indication appears, in this Clause 12, a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.                                                                                                                                                        |

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| 12.2.     | Tax gross-up                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 12.2.1.   | Each Obligor shall make all payments to be made by it free and clear of and without any Tax Deduction, unless a Tax Deduction is required by law.                                                                                                                                                                                                                                                                                                                                         |
| 12.2.2.   | The Original Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly.  Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender.  If the Facility Agent receives such notification from a Lender it shall notify the Original Borrower and that Obligor. |
| 12.2.3.   | If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.                                                                                                                                                                                             |
| 12.2.4.   | If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.                                                                                                                                                                                                                                                           |
| 12.2.5.   | Within 30 (thirty) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.                                                             |
| 12.3.     | Tax indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 12.3.1.   | Each Obligor shall (within three Business Days of demand by the Facility Agent) indemnify each Protected Party against, and shall pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.                                                                                                  |
| 12.3.2.   | Clause 12.3.1 above shall not apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 12.3.2.1. | with respect to any Tax assessed on a Finance Party under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or                                                |
| 12.3.2.2. | to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2  (Tax gross-up).                                                                                                                                                                                                                                                                                                                                                                |
| 12.3.3.   | A Protected Party making, or intending to make a claim under Clause 12.3.1 above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Original Borrower or relevant Obligor of such claim.                                                                                                                                                                                         |
| 12.3.4.   | A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Facility Agent.                                                                                                                                                                                                                                                                                                                                                                        |
| 12.4.     | Tax Credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      | Subject to Clause 26  (Conduct of Business by the Finance Parties), if an Obligor makes a Tax Payment and the relevant Finance Party determines that:                                                                                                                                                                                                                                                                                                                                |
| 12.4.1.   | a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and                                                                                                                                                                                                                                                                                                                                                             |
| 12.4.2.   | that Finance Party has obtained, utilised and retained that Tax Credit,                                                                                                                                                                                                                                                                                                                                                                                                                   |

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|    | the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 12.5.   | Stamp taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    | Each Obligor shall (within 3 (three) Business Days of demand) indemnify each Finance Party against, and shall pay to the relevant Finance Party, any cost, loss or liability that the relevant Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 12.6.   | Value added tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 12.6.1. | All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 12.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).                                                                                                                                                                                                              |
| 12.6.2. | If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT.  The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.                                                                                                           |
| 12.6.3. | Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 13.     | INCREASED COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 13.1.   | Subject to Clause 13.7  (Exceptions), the Original Borrower shall, within 5 (five) Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the Signature Date, (ii) compliance with any law or regulation made after the Signature Date or (iii) compliance with any aspect of the Basel III Framework (including any law or regulation which implements the Basel III Framework) implemented after the Signature Date, including, without limitation, any such law or regulation (including the Basel III Framework) which imposes or affects minimum capital requirements, liquid asset holding requirements, special deposit requirements or any levy or Taxes. |
| 13.2.   | In this Agreement Increased Costs means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 13.2.1. | a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 13.2.2. | an additional or increased cost; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 13.2.3. | a reduction of any amount due and payable under any Finance Document,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    | which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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| 13.3.     | In this Agreement Basel III Framework means:                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 13.3.1.   | the agreements on capital requirements, leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; |
| 13.3.2.   | the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and                                                                                                                                                                          |
| 13.4.     | any other guidance, standards or directives published by the Basel Committee on Banking Supervision relating to "Basel III".                                                                                                                                                                                                                                                                                                                                                                 |
| 13.5.     | The terms law and regulation in Clause 13.1 above shall include, without limitation, any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.                                                                                                                                                                                                                                                                                                 |
| 13.6.     | Increased cost claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 13.6.1.   | A Finance Party intending to make a claim pursuant to Clause 13  (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Original Borrower.                                                                                                                                                                                                                                               |
| 13.6.2.   | Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.                                                                                                                                                                                                                                                                                                                                   |
| 13.7.     | Exceptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 13.7.1.   | Clause 13  (Increased costs) does not apply to the extent any Increased Cost is:                                                                                                                                                                                                                                                                                                                                                                                                        |
| 13.7.1.1. | attributable to a Tax Deduction required by law to be made by an Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 13.7.1.2. | compensated for by Clause 12.3  (Tax indemnity) (or would have been compensated for under Clause 12.3  (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 12.3.2 applied); or                                                                                                                                                                                                                                                          |
| 13.7.1.3. | attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.                                                                                                                                                                                                                                                                                                                                                                                  |
| 13.8.     | In this Clause 13.7, a reference to a Tax Deduction has the same meaning given to the term in Clause 12.1  (Definitions).                                                                                                                                                                                                                                                                                                                                                               |
| 14.       | OTHER INDEMNITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 14.1.     | The Obligors indemnify each Finance Party against, and shall pay to each Finance Party within 3 (three) Business Days of demand, any cost, loss or liability incurred by that Finance Party as a result of:                                                                                                                                                                                                                                                                                  |
| 14.1.1.   | the occurrence of any Default;                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 14.1.2.   | the information produced or approved by any Obligor under or in connection with the Finance Documents being or being alleged to be misleading and/or deceptive in any respect;                                                                                                                                                                                                                                                                                                               |
| 14.1.3.   | any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement;                                                                                                                                                                                                                                                                                                         |
| 14.1.4.   | a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27  (Sharing among the Finance Parties);                                                                                                                                                                                                                                                                |
| 14.1.5.   | funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or                                                                                                                                                                                         |

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| 14.1.6.   | a Loan (or part of a Loan) not being prepaid in accordance with the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 14.2.     | Each Obligor’s liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document or any Loan.                                                                                                                                                                                                                                                                                                                                                                          |
| 14.3.     | Environmental Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 14.3.1.   | The Obligors agree to jointly and severally indemnify each Finance Party, each Affiliate of a Finance Party and their respective directors, officers and employees (together, the Indemnified Parties) against any cost, loss, damages or liability (actual or contingent) suffered or incurred by that Indemnified Party (including all legal costs incurred by any Finance Party) (except to the extent solely caused by such Indemnified Party’s own gross negligence or wilful default) which arises, directly or indirectly, as a result of or in connection with: |
| 14.3.1.1. | the provision by the Lenders of the financing provided pursuant to the Finance Documents and/or the purpose for which such financing was utilised;                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 14.3.1.2. | any litigation commenced against any Indemnified Party arising out of the execution or performance of, or enforcement by the Lenders of any rights under, any Finance Document;                                                                                                                                                                                                                                                                                                                                                                                                |
| 14.3.1.3. | an Environmental Claim;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 14.3.1.4. | any actual or alleged violation of any Environmental Laws resulting from, or in connection with, the assets or business of the Obligors and/or any transaction financed or to be financed with the proceeds of any advances made under the Finance Documents;                                                                                                                                                                                                                                                                                                                  |
| 14.3.1.5. | any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Environmental Claim and any other enquiry, investigation, subpoena (or similar order) or litigation in respect of any breach of any Environmental Law that has or is reasonably likely to give rise to a liability for any Finance Party,                                                                                                                                                                                                                                            |
|      | which relates to the Group, any assets of the Group or the operation of all or part of the business of the Group (or, in each case, any member of the Group) and which would not have arisen if the Finance Documents or any of them had not been executed by that Finance Party. Any Affiliate or any director, officer or employee of a Finance Party or its Affiliate may rely on this Clause 14.3 as a stipulation for its or his benefit.                                                                                                                                 |
| 14.3.2.   | The provisions of Clause 14.3 shall survive an expiration, cancellation or termination of this Agreement for any reason whatsoever.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 14.4.     | Indemnity to the Facility Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      | Each Obligor shall promptly indemnify the Facility Agent against, and shall pay to the Facility Agent, any cost, loss or liability incurred by the Facility Agent as a result of:                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.4.1.   | investigating or taking any other action in connection with any event which it reasonably believes is a Default; or                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 14.4.2.   | acting or relying on any notice, request or instructions which it reasonably believes to be genuine, correct and appropriately authorised.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 15.       | MITIGATION BY THE LENDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 15.1.     | Mitigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 15.1.1.   | Each Finance Party shall, in consultation with the Original Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1  (Illegality), Clause 12  (Tax gross-up and indemnities) or Clause 13  (Increased costs).                                                                                                                                                                                                     |
| 15.1.2.   | Clause 15.1.1 does not in any way limit the obligations of any Obligor under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

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| 15.2.     | Limitation of liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 15.2.1.   | The Original Borrower shall promptly indemnify each Finance Party against, and pay to each such Finance Party, all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1  (Mitigation).                                                                                                                                                                                                                                                                                                 |
| 15.2.2.   | A Finance Party is not obliged to take any steps under Clause 15.1  (Mitigation) if, in the opinion of that Finance Party (acting reasonably):                                                                                                                                                                                                                                                                                                                                                                                                    |
| 15.2.2.1. | any law or regulation would not allow or permit it; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 15.2.2.2. | to do so might be prejudicial to it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 16.       | COSTS AND EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 16.1.     | Transaction expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | The Original Borrower shall within 5 (five) Business Days of demand pay the Facility Agent the amount of all reasonable or necessary documented costs and expenses, including reasonable and agreed legal fees, reasonably incurred by the Facility Agent or the Lenders in connection with the negotiation, preparation, printing, execution and syndication of:                                                                                                                                                                                      |
| 16.1.1.   | this Agreement and any other documents referred to in this Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 16.1.2.   | any other Finance Documents executed after the Signature Date,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      | provided that no Obligor shall be liable for any cost or expense so incurred (other than relating to the legal fees referred to above) in excess of ZAR20,000 (Twenty Thousand Rand) unless the incurrence of that cost or expense has been approved in writing by the Original Borrower in advance of its incurrence.                                                                                                                                                                                                                                 |
| 16.2.     | Amendment costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.2.1.   | If an Obligor requests an amendment, waiver or consent in relation to any Finance Document, the Original Borrower shall, within 5 (five) Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including legal fees) reasonably incurred by that Finance Party in responding to, evaluating, negotiating or complying with that request or requirement.                                                                                                                                                      |
| 16.2.2.   | If there is any change in law or any regulation which requires an amendment, waiver or consent under the Finance Documents, the Original Borrower shall, within 5 (five) Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including legal fees) reasonably incurred by that Finance Party in connection with evaluating, negotiating or complying with any such requirement.                                                                                                                            |
| 16.3.     | Enforcement costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      | The Obligors shall be responsible (jointly and severally), within 5 (five) Business Days of demand, for the payment to each Finance Party of the amount of all costs and expenses (including legal fees on the scale as between attorney and own client whether incurred before or after judgment) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings instituted by or against any Finance Party as a consequence of enforcing these rights. |
| 17.       | GUARANTEE AND INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 17.1.     | Guarantee and indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 17.1.1.   | Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it:                                                                                                                                                                                                                                                                                                                                                               |
| 17.1.1.1. | guarantees to each Finance Party punctual performance by each Obligor of all that Obligor’s obligations under the Finance Documents;                                                                                                                                                                                                                                                                                                                                                                                                            |
| 17.1.1.2. | undertakes with each Finance Party that whenever an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and                                                                                                                                                                                                                                                                                                      |

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| 17.1.1.3. | agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due.  The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee. |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 17.2.     | Continuing guarantee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 17.3.     | Reinstatement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      | If any payment by an Obligor or any discharge, release or arrangement given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced for any reason (including, without limitation, as a result of insolvency, business rescue proceedings, liquidation, winding-up or otherwise):                                                                                                                                                                                                                                                                                                                                       |
| 17.3.1.   | the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 17.3.2.   | each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 17.4.     | Waiver of defences                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|      | The obligations of each Guarantor under Clause 17.1  (Guarantee and indemnity) will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under Clause 17.1  (Guarantee and indemnity) (without limitation and whether or not known to it or any Finance Party) including:                                                                                                                                                                                                                                                                                                                                          |
| 17.4.1.   | any time, waiver or consent granted to, or composition with, any Obligor or other person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 17.4.2.   | the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 17.4.3.   | the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;                                                                                                                                                                                                                                                                                                                              |
| 17.4.4.   | any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 17.4.5.   | any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;                                                                                                                                                                                                                                                                                                               |
| 17.4.6.   | any unenforceability, illegality, invalidity, suspension or cancellation of any obligation of any person under this Agreement or any other Finance Document or any other document or security;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 17.4.7.   | any insolvency, liquidation, winding-up, business rescue or similar proceedings (including, but not limited to, receipt of any distribution made under or in connection with those proceedings);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 17.4.8.   | this Agreement or any other Finance Document not being executed by or binding against any other Guarantor or any other party; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

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| 17.4.9. | any other fact or circumstance arising on which a Guarantor might otherwise be able to rely on a defence based on prejudice, waiver or estoppel.                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 17.5.   | Immediate recourse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    | Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under Clause 17.1  (Guarantee and indemnity).  This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.                                                                                                                                                               |
| 17.6.   | Appropriations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    | Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) shall, on receipt, apply amounts received by it from any Guarantor in reduction and pro tanto discharge of the Borrowers’ obligations under the Finance Documents in such manner and order as prescribed in the Finance Documents, or if not so prescribed, in the manner and order it sees fit.                                                                |
| 17.7.   | Deferral of Guarantors’ rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    | Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under Clause 17.1  (Guarantee and indemnity):                                                                                                                          |
| 17.7.1. | to be indemnified by an Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 17.7.2. | to claim any contribution from any other guarantor of or provider of security for any Obligor’s obligations under the Finance Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 17.7.3. | to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;                                                                                                                                                                                                                                                                                 |
| 17.7.4. | to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1  (Guarantee and indemnity);                                                                                                                                                                                                                                                                                                                              |
| 17.7.5. | to exercise any right of set-off against any Obligor; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 17.7.6. | to claim, rank, prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|    | If a Guarantor receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 28  (Payment Mechanics). |
| 17.8.   | Release of Guarantors’ right of contribution                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    | If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:                                                                                                                                                                                                                                                                                                                       |
| 17.8.1. | that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and                                                                                                                                                                                                                                                                          |

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| 17.8.2. | each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor. |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 17.9.   | Additional security                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    | This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.                                                                                                                                                                                                                                                                                                                                  |
| 18.     | REPRESENTATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 18.1.   | Representations                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    | Each Obligor makes the representations and warranties set out in this Clause 18  (Representations) to each Finance Party.                                                                                                                                                                                                                                                                                                                                                       |
| 18.2.   | Status                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 18.2.1. | It is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.                                                                                                                                                                                                                                                                                                                                                       |
| 18.2.2. | It has the power to own its assets and carry on its business as it is being conducted.                                                                                                                                                                                                                                                                                                                                                                                               |
| 18.3.   | Binding obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    | The obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations.                                                                                                                                                                                                                                                                                                                                                        |
| 18.4.   | Non-conflict with other obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    | The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:                                                                                                                                                                                                                                                                                                                                              |
| 18.4.1. | any law or regulation applicable to it;                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 18.4.2. | its constitutional documents; or                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 18.4.3. | any material agreement or instrument binding upon it or any of its assets.                                                                                                                                                                                                                                                                                                                                                                                                           |
| 18.5.   | Power and authority                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|    | It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.                                                                                                                                                                                                                         |
| 18.6.   | Validity and admissibility in evidence                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    | All Authorisations required or desirable:                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 18.6.1. | to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party and to ensure that the obligations expressed to be assumed by it thereunder are legal, valid, binding and enforceable;                                                                                                                                                                                                                      |
| 18.6.2. | to enable it to lawfully conduct its business where failure to obtain and maintain such Authorisation would, or would reasonably be expected to, result in a Material Adverse Effect;                                                                                                                                                                                                                                                                                                |
| 18.6.3. | to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,                                                                                                                                                                                                                                                                                                                                                                    |
|    | have been obtained or effected and are in full force and effect.                                                                                                                                                                                                                                                                                                                                                                                                                     |

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| 18.7.     | Governing law and enforcement                                                                                                                                                                                                                                                                                                                                                                             |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 18.7.1.   | The choice of South African law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.                                                                                                                                                                                                                                                       |
| 18.7.2.   | Any judgment obtained in South Africa in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.                                                                                                                                                                                                                                                             |
| 18.8.     | Tax                                                                                                                                                                                                                                                                                                                                                                                                       |
| 18.8.1.   | It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties, except to the extent that:                                                                                                                                                                                                                             |
| 18.8.1.1. | payment is being contested in good faith;                                                                                                                                                                                                                                                                                                                                                                 |
| 18.8.1.2. | it has maintained adequate reserves for those Taxes; and                                                                                                                                                                                                                                                                                                                                                  |
| 18.8.1.3. | payment can be lawfully withheld.                                                                                                                                                                                                                                                                                                                                                                         |
| 18.8.2.   | It is not materially overdue in the filing of any Tax returns.                                                                                                                                                                                                                                                                                                                                            |
| 18.8.3.   | As at the Signature Date, it is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.                                                                                                                                                                                                                                                      |
| 18.9.     | No filing or stamp taxes                                                                                                                                                                                                                                                                                                                                                                                  |
|      | Except to the extent set out in any legal opinion provided pursuant to the Finance Documents, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.           |
| 18.10.    | No default                                                                                                                                                                                                                                                                                                                                                                                                |
| 18.10.1.  | As at the Signature Date, the Effective Date and the First Utilisation Date, no Default is continuing or might reasonably be expected to result from the entry into of, or the performance of any transaction contemplated by, the Finance Documents nor from its making use of any Utilisation.                                                                                                          |
| 18.10.2.  | As at any date falling after the First Utilisation Date, no Event of Default is continuing or might reasonably be expected to result from the entry into of, or the performance of any transaction contemplated by, the Finance Documents nor from its making use of any Utilisation.                                                                                                                     |
| 18.10.3.  | No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which could reasonably be expected to have a Material Adverse Effect.                                                                                                                                                         |
| 18.11.    | No misleading information                                                                                                                                                                                                                                                                                                                                                                                 |
| 18.11.1.  | To the best of its knowledge and belief (having made due enquiry), all written factual information supplied by it to the Finance Parties (or any of them) in connection with the Finance Documents is true and accurate in all material respects as at the date it was given or as at the date (if any) at which it was stated and was not deliberately misleading in any material respects at such date. |
| 18.11.2.  | The financial projections and forecasts contained in the information supplied by it to the Finance Parties have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.                                                                                                                                                                              |
| 18.11.3.  | It has not knowingly withheld any information which, if disclosed, could reasonably be expected materially and adversely to affect the decision of any Lender in considering whether or not to make the Facilities available to the Original Borrower.                                                                                                                                                    |
| 18.12.    | Financial statements                                                                                                                                                                                                                                                                                                                                                                                      |

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|       | Its latest Annual Financial Statements were prepared in accordance with the Accounting Principles and such Annual Financial Statements fairly represent it and the Group’s financial condition and operations during the relevant financial period (on a consolidated basis, where applicable).                                                                                           |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 18.13.     | Ranking                                                                                                                                                                                                                                                                                                                                                                                          |
|       | Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in the jurisdiction of its incorporation.                                                                                       |
| 18.14.     | No proceedings pending or threatened                                                                                                                                                                                                                                                                                                                                                             |
|       | Other than:                                                                                                                                                                                                                                                                                                                                                                                      |
| 18.14.1.   | as disclosed in the Original Financial Statements; and                                                                                                                                                                                                                                                                                                                                           |
| 18.14.2.   | the potential litigation disclosed in Schedule 11 (Litigation),                                                                                                                                                                                                                                                                                                                                  |
|       | no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or (to the best of its knowledge and belief, after due enquiry) threatened against it which, if adversely determined, might reasonably be expected to have a Material Adverse Effect.                                                                                 |
| 18.15.     | Insolvency and Financial Distress                                                                                                                                                                                                                                                                                                                                                                |
| 18.15.1.   | No:                                                                                                                                                                                                                                                                                                                                                                                              |
| 18.15.1.1. | corporate action, legal proceeding or other procedure or step described in Clause 22.7  (Insolvency and business rescue proceedings); or                                                                                                                                                                                                                                                    |
| 18.15.1.2. | creditors’ process described in Clause 22.8  (Creditors’ process),                                                                                                                                                                                                                                                                                                            |
|       | has been taken or, to the knowledge of the Original Borrower, threatened in relation to it or any other Obligor; and none of the circumstances described in Clause 22.6  (Insolvency) applies to it or any other Obligor.                                                                                                                                                                   |
| 18.15.2.   | Neither it nor any Obligor is “financially distressed” (as defined in the Companies Act).                                                                                                                                                                                                                                                                                          |
| 18.16.     | No breach of laws                                                                                                                                                                                                                                                                                                                                                                                |
| 18.16.1.   | It is not, nor is it likely to be as a result of entering into and performing its obligations under the Finance Documents, in violation of any law or in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which could reasonably be expected to have a Material Adverse Effect.                     |
| 18.16.2.   | It has not breached any law or regulation, including but not limited to any Environmental Laws, which breach has or might reasonably be expected to have a Material Adverse Effect.                                                                                                                                                                                                              |
| 18.17.     | Environmental laws                                                                                                                                                                                                                                                                                                                                                                               |
| 18.17.1.   | Each member of the Group is in compliance with Clauses 21.3  (Environmental Compliance) and 21.4  (Environmental Claims) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or might reasonably be expected to have a Material Adverse Effect. |
| 18.17.2.   | It has adopted and complies with an Environmental policy which requires monitoring of and compliance with all applicable Environmental Law and Environmental Permits applicable to it from time to time unless non-compliance with such policy could not reasonably be expected to cause a Material Adverse Effect.                                                                              |
| 18.17.3.   | No Environmental Claim (not of a frivolous or vexatious nature) has commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or might reasonably be expected if adversely determined to have a Material Adverse Effect.                                                                   |

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| 18.18.     | No Encumbrances                                                                                                                                                                                                                                                                                                                                                           |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 18.18.1.   | No Encumbrance exists over all or any of its assets except for Permitted Encumbrances.                                                                                                                                                                                                                                                                                    |
| 18.18.2.   | No Encumbrance would arise as a result of the execution of and performance of its rights and obligations under the Finance Documents, other than as a result of a Permitted Encumbrance.                                                                                                                                                                                  |
| 18.19.     | Assets                                                                                                                                                                                                                                                                                                                                                                    |
|       | It has good title to or validly leases or licenses all of the assets necessary to carry on its business as presently conducted, to the extent that failure to comply with this requirement could reasonably be expected to have a Material Adverse Effect.                                                                                                                |
| 18.20.     | Insurances                                                                                                                                                                                                                                                                                                                                                                |
|       | It maintains insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies in the jurisdiction in which it conducts its business carrying on substantially similar business in such jurisdiction.                                                                                                              |
| 18.21.     | No Material Adverse Effect                                                                                                                                                                                                                                                                                                                                                |
|       | There has been no change in the business, condition (financial or otherwise), operations, performance or properties or those of the Group taken as a whole since the date of the most recent Annual Financial Statements delivered pursuant to Clause 19.3  (Financial statements) which change could reasonably be expected to have a Material Adverse Effect. |
| 18.22.     | Sanctions                                                                                                                                                                                                                                                                                                                                                                 |
|       | No Obligor, nor any of its Subsidiaries or joint ventures, nor any of their respective directors, officers or employees, nor to the knowledge of the Obligors, any persons acting on any of their behalf:                                                                                                                                                                 |
| 18.22.1.   | is a Restricted Party; or                                                                                                                                                                                                                                                                                                                                                 |
| 18.22.2.   | has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.                                                                                                                                                                                                               |
| 18.23.     | Repetition                                                                                                                                                                                                                                                                                                                                                                |
| 18.23.1.   | All the representations and warranties in this Clause 18 are made by the Original Borrower on the Signature Date, the Effective Date and the Amendment Date.                                                                                                                                                                                                              |
| 18.23.2.   | The Repeating Representations are deemed to be made by each Obligor on:                                                                                                                                                                                                                                                                                                   |
| 18.23.2.1. | the date of each Utilisation Request, each Utilisation Date and the first day of each Interest Period; and                                                                                                                                                                                                                                                                |
| 18.23.2.2. | in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.                                                                                                                                                                                                                            |
| 18.23.3.   | Each representation or warranty deemed to be made after the Signature Date shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.                                                                                                                                               |
| 19.        | INFORMATION UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                  |
| 19.1.      | The undertakings in this Clause 19 remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.                                                                                                                                                                                            |
| 19.2.      | In this Clause 19:                                                                                                                                                                                                                                                                                                                                                        |
| 19.2.1.    | Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to Clause 19.3.1;                                                                                                                                                                                                                                                      |

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| 19.2.2.   | Financial Statements means Annual Financial Statements, Semi-Annual Financial Statements, and Quarterly Financial Statements, as applicable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 19.2.3.   | Quarterly Financial Statements means the financial statements for a Financial Quarter delivered pursuant to Clause 19.3.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 19.2.4.   | Semi-Annual Financial Statements means the financial statements delivered pursuant to Clause 19.3.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 19.3.     | Financial statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|      | The Original Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 19.3.1.   | as soon as the same become available, but in any event within 120 (one hundred and twenty) days after the end of each of its Financial Years:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 19.3.1.1. | its audited consolidated financial statements for that Financial Year; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 19.3.1.2. | the audited financial statements of each Obligor for that Financial Year;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 19.3.2.   | as soon as the same become available, but in any event within 60 (sixty) days after the end of each of its Financial Half Years:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 19.3.2.1. | its unaudited consolidated financial statements for that Financial Half Year; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 19.3.2.2. | the unaudited financial statements of each Obligor for that Financial Half Year; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 19.3.3.   | as soon as the same become available, but in any event within 60 (sixty) days after the end of each of its Financial Quarters its management accounts for that Financial Quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 19.4.     | Compliance Certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 19.4.1.   | The Original Borrower shall supply a Compliance Certificate to the Facility Agent with each set of its consolidated Annual Financial Statements and each set of its Semi-Annual Financial Statements, setting out (in reasonable detail) computations as to compliance with Clause 20.1  (Financial condition) and the Coverage Test.                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 19.4.2.   | Each Compliance Certificate shall be signed by 2 (two) directors of the Original Borrower and in relation to the Compliance Certificate delivered together with the consolidated Annual Financial Statements, shall be reported on by the Auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 19.5.     | Requirements as to financial statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 19.5.1.   | Each set of Financial Statements delivered by the Original Borrower pursuant to Clause 19.3  (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those Financial Statements were drawn up.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 19.5.2.   | The Original Borrower shall procure that each set of Financial Statements delivered pursuant to Clause 19.3  (Financial statements) is prepared in accordance with the Accounting Principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 19.5.3.   | The Original Borrower shall procure that each set of Financial Statements of an Obligor delivered pursuant to Clause 19.3  (Financial statements) is prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Financial Statements originally provided to the Facility Agent in respect of that Obligor (the Obligor Original Financial Statements) unless, in relation to any set of Financial Statements, it notifies the Facility Agent that there has been a change in the Accounting Principles, the accounting practices or reference periods and its Auditors (or, if appropriate, the Auditors of the Obligor) deliver to the Facility Agent: |
| 19.5.3.1. | a description of any change necessary for those Financial Statements to reflect the Accounting Principles, accounting practices and reference periods upon which the Obligor Original Financial Statements were prepared; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

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| 19.5.3.2. | sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20.1  (Financial condition) has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and the Obligor Original Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      | Any reference in this Agreement to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the basis upon which the Obligor Original Financial Statements were prepared.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 19.6.     | Information: Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | The Original Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 19.6.1.   | all documents dispatched by the Original Borrower to its shareholders (or any class of them) or its creditors generally (or any class of them) at the same time as they are dispatched;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 19.6.2.   | promptly upon becoming aware of them, details and copies of any changes proposed to be or made to its constitutional documents or the Constitutional Documents of it or any other Obligor, including the filing of any Memorandum of Incorporation under the Companies Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 19.6.3.   | promptly upon becoming aware of them, a notice notifying the Facility Agent of any winding-up applications, liquidation applications or business rescue applications or litigation, arbitration or administrative proceedings that have been threatened or commenced against any Obligor which, if adversely determined, would be reasonably likely to have a Material Adverse Effect and (if requested by the Facility Agent) promptly provide the details of any such winding-up applications, liquidation applications or business rescue applications or litigation, arbitration or administrative proceedings which are current, threatened or pending against it or any Obligor, and which, if adversely determined, would be reasonably likely to have a Material Adverse Effect; |
| 19.6.4.   | promptly, upon request by the Facility Agent, such further information regarding the financial condition, business and operations of it or any Obligor as any Finance Party (through the Facility Agent) may reasonably request;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 19.6.5.   | promptly, notice of any change in authorised signatories of it or any other Obligor signed by a director or company secretary of it or such other Obligor (as the case may be) accompanied by specimen signatures of any new authorised signatories;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 19.6.6.   | as soon as reasonably possible, such information as the Facility Agent or the Debt Guarantor may reasonably require about any assets which are the subject of any Encumbrance and compliance by the Obligors with the terms of any Finance Documents; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 19.6.7.   | promptly, upon request by the Facility Agent, such additional information or documentation as the Facility Agent may reasonably require in order to verify that any signatory referred to in Clause 19.6.5 has been duly authorised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 19.7.     | Notification of default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 19.7.1.   | Each Obligor shall notify the Facility Agent of any Default that is continuing (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 19.7.2.   | Promptly upon a request by the Facility Agent, the Original Borrower shall supply to the Facility Agent a certificate signed by 2 (two) of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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| 19.7.3.   | At any time after the occurrence of a Default and for so long as it is continuing, upon the request of the Facility Agent, each Obligor shall (at that Obligor’s expense) provide to that person or any of its representatives and professional advisors such access to that Obligor’s records (including its general ledger), books and assets as that person may require at reasonable times and upon reasonable notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 19.8.     | Business rescue proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | Each Obligor undertakes to deliver written notice to the Facility Agent no later than 5 (five) Business Days prior to the date upon which a board meeting to consider a resolution contemplated under section 129 of the Companies Act is to be held, or if such meeting is to be held at less than 5 (five) Business Days’ notice, then as soon as reasonably possible. The Obligors further agree that the Facility Agent shall, subject to applicable laws, have the right to be consulted in respect of the appointment of an appropriate business rescue practitioner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 19.9.     | “Know your customer” checks                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 19.9.1.   | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 19.9.1.1. | the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Signature Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 19.9.1.2. | any change in the status or name of an Obligor after the Signature Date; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 19.9.1.3. | a proposed Transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such Transfer,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      | obliges the Facility Agent or any Lender (or, in the case of Clause 19.9.1.3 above, any prospective new Lender) to comply with “know your customer” or similar identification procedures (whether in terms of the Financial Intelligence Centre Act, 2001 or otherwise) or if the internal compliance processes of any Lender prescribe that any information previously obtained, or any identification procedures previously carried out under such procedures, be updated, in each instance in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Clause 19.9.1.3, on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in Clause 19.9.1.3, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. |
| 19.9.2.   | Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 19.9.3.   | The Original Borrower shall, by not less than 10 (ten) Business Days’ prior written notice to the Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 24  (Changes to the Obligors).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 19.9.4.   | Following the giving of any notice pursuant to Clause 19.9.3, if the accession of such Additional Obligor obliges the Facility Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Original Borrower shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Facility Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor and Additional Borrower.                                                                                                                                                                                                                                                                                                                         |

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| 19.10.     | Use of websites                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 19.10.1.   | The Original Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Original Borrower and the Facility Agent (the Designated Website) if:                                                                                                                                                                                 |
| 19.10.1.1. | the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;                                                                                                                                                                                                                                                                                                                                                                     |
| 19.10.1.2. | both the Original Borrower and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and                                                                                                                                                                                                                                                                                                                                                                     |
| 19.10.1.3. | the information is in a format previously agreed between the Original Borrower and the Facility Agent.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then the Facility Agent shall notify the Original Borrower accordingly and the Original Borrower shall at its own cost supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event the Original Borrower shall at its own cost supply the Facility Agent with at least one copy in paper form of any information required to be provided by it. |
| 19.10.2.   | The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Original Borrower and the Facility Agent.                                                                                                                                                                                                                                                                                         |
| 19.10.3.   | The Original Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 19.10.3.1. | the Designated Website cannot be accessed due to technical failure;                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 19.10.3.2. | the password specifications for the Designated Website change;                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 19.10.3.3. | any new information which is required to be provided under this Agreement is posted onto the Designated Website;                                                                                                                                                                                                                                                                                                                                                                                                           |
| 19.10.3.4. | any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or                                                                                                                                                                                                                                                                                                                                                                                                |
| 19.10.3.5. | the Original Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.                                                                                                                                                                                                                                                                                                                                 |
| 19.10.4.   | If the Original Borrower notifies the Facility Agent under Clause 19.10.3.1 or Clause 19.10.3.5, all information to be provided by the Original Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.                                                                                                                      |
| 19.10.5.   | Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Original Borrower shall at its own cost comply with any such request within 10 (ten) Business Days.                                                                                                                                                                                                                 |
| 20.        | FINANCIAL COVENANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 20.1.      | Financial condition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | The Original Borrower shall ensure that for so long as any amount is outstanding under a Loan or any Commitment under the Facilities is in force:                                                                                                                                                                                                                                                                                                                                                                          |
| 20.1.1.    | the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of any Measurement Period shall be or shall exceed 5:1; and                                                                                                                                                                                                                                                                                                                                                                                |

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| 20.1.2.   | the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of any Measurement Period shall not exceed 2.5:1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 20.2.     | Financial testing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      | The financial covenants set out in Clause 20.1  (Financial condition) shall be calculated with reference to the Measurement Date falling on the last day of the relevant Measurement Period in accordance with the Accounting Principles and tested by reference to each of the Financial Statements delivered pursuant to Clause 19.3  (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 19.4  (Compliance Certificate).                                                                                                                                                                                                                                      |
| 20.3.     | Dispute resolution                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 20.3.1.   | If the Facility Agent disputes (the Dispute) any of the calculations set out in Clause 20.2  (Financial Testing) (the Calculations), the Facility Agent shall be entitled within 10 (ten) Business Days of notification of the Dispute being provided to the Original Borrower, to appoint an expert valuer agreed between the Facility Agent and the Original Borrower to determine the Calculations and, failing such agreement between the Parties within 3 (three) Business Days, then the Facility Agent shall be entitled to appoint any one of Deloitte and Touche, PricewaterhouseCoopers, KPMG and Ernst & Young or an independent merchant bank to determine the Calculation on the basis that: |
| 20.3.1.1. | the expert valuer shall act as an expert and not an arbitrator in making its determination;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 20.3.1.2. | the expert valuer shall be requested to make its determination as speedily as possible, but in any event within 15 (fifteen) Business Days of its appointment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.3.1.3. | the expert valuer shall in writing advise the Original Borrower and the Facility Agent of its determination, shall give written reasons for its decision, and shall in such notice provide reasonable detail of its calculations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 20.3.1.4. | any determination by the expert valuer shall, in the absence of manifest error, be final and binding on the Parties; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 20.3.1.5. | the liability for the expert valuer’ s costs shall be borne by the Original Borrower unless the expert valuer determines that the Calculations were substantially correct in which event the expert valuer’ s costs shall be borne by the Lenders pro rata to their Commitments.                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.       | GENERAL UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | The undertakings in this Clause 21 remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.1.     | Authorisations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      | Each Obligor shall (and the Original Borrower shall ensure that each other Obligor will) promptly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 21.1.1.   | obtain, comply with and do all that is necessary to maintain in full force and effect; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.1.2.   | upon written request by the Facility Agent or a Finance Party, supply certified copies to the Facility Agent of,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | any Authorisation required under any applicable law to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 21.2.     | Compliance with laws                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | Each Obligor shall comply in all respects with all laws and regulations (including, but not limited to, Environmental Law) to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents to which it is a party.                                                                                                                                                                                                                                                                                                                                                                                                                  |

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| 21.3.     | Environmental compliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      | Each Obligor shall comply in all material respects with all Environmental Laws and obtain and maintain any Environmental Permits, take all reasonable steps in anticipation of known or expected future changes to or obligations under the Environmental Law or Environmental Permits, and implement procedures to monitor compliance with and to prevent liability under any Environmental Laws, to the extent required by applicable law.                                                                            |
| 21.4.     | Environmental Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      | Each Obligor shall, promptly upon becoming aware of the same, inform the Facility Agent in writing of:                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 21.4.1.   | any Environmental Claim (not of a frivolous or vexatious nature and other than the potential claims set out in Schedule 11 (Litigation)) against it or any other member of the Group which is current, pending or (to the best of its knowledge and belief, after having made due enquiry) threatened; and                                                                                                                                                                                                              |
| 21.4.2.   | any facts or circumstances which are reasonably likely to result in any Environmental Claim (not of a frivolous or vexatious nature and other than the potential claims set out in Schedule 12 (Litigation)) being commenced or threatened against it,                                                                                                                                                                                                                                                                  |
|      | where the claim, if determined against it, has or might reasonably be expected to have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                       |
| 21.5.     | Environmental Information and Undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 21.5.1.   | The Original Borrower shall, promptly upon becoming aware of the same, inform the Facility Agent in writing of any material change to the Environmental condition of the Driefontein Mine or its contiguous properties.                                                                                                                                                                                                                                                                                                 |
| 21.5.2.   | The Original Borrower shall not change the use of the properties on which the Driefontein Mine operates such that the change would increase the risk of release of hazardous substances or cause Environmental contamination that exceeds regulatory limitations.                                                                                                                                                                                                                                                       |
| 21.6.     | Negative pledge                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 21.6.1.   | No member of the Group (other than a Project Finance Subsidiary) shall create or permit to subsist any Encumbrance or Quasi-Encumbrance over any of its assets other than any Permitted Encumbrance.                                                                                                                                                                                                                                                                                                                    |
| 21.6.2.   | Notwithstanding Clause 21.6.1 above, no Obligor shall create or permit to subsist any Encumbrance or Quasi-Encumbrance over its assets, in favour of any finance party and/or lender (however defined) under the USD Facility Agreement, without at the same time creating or permitting to subsist any Encumbrance or Quasi-Encumbrance, over the same assets, in favour of the Lenders under this Agreement on a parri passu  and pro rata basis and on terms and conditions satisfactory to the Facility Agent. |
| 21.7.     | Disposals                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      | No member of the Group (other than a Project Finance Subsidiary) shall, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset, other than a Permitted Disposal.                                                                                                                                                                                                                          |
| 21.8.     | Merger                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      | No Obligor shall, (and the Original Borrower shall ensure that no member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction, other than:                                                                                                                                                                                                                                                                                                                                      |
| 21.8.1.   | a solvent amalgamation, demerger, merger or corporate reconstruction of any of the Obligors in terms of which:                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.8.1.1. | the Finance Documents are preserved as binding upon the amalgamated, demerged, merged and/or reconstructed Obligors;                                                                                                                                                                                                                                                                                                                                                                                                    |

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| 21.8.1.2.  | such amalgamated, demerged, merged and/or reconstructed Obligors will remain members of the Group; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 21.8.1.3.  | such amalgamation, demerger, merger and/or corporate reconstruction will not have a Material Adverse Effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 21.8.2.    | pursuant to a Permitted Disposal; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 21.8.3.    | with the prior written consent of the Facility Agent (acting on the instructions of all of the Lenders).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 21.9.      | Acquisitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       | No Obligor shall (and the Original Borrower shall ensure that no member of the Group shall) acquire any company or any shares or securities or a business, assets or undertaking, other than:                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 21.9.1.    | pursuant to a Permitted Acquisition; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 21.9.2.    | with the prior written consent of the Facility Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.10.     | Change of business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | Each Obligor shall procure that no substantial change is made to the general nature of the business of the Group, being that of a mining business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 21.11.     | Financial Indebtedness                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       | No member of the Group (other than an Obligor or a Project Finance Subsidiary) shall incur or allow to remain outstanding any Financial Indebtedness other than Permitted Indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 21.12.     | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       | Each Obligor shall maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies to such an extent and against such risks as is usual for companies engaged in the same or a substantially similar business normally to insure.                                                                                                                                                                                                                                                                                                                                                                    |
| 21.13.     | Sanctions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       | Notwithstanding any other provision in this Agreement, no Obligor shall (and the Original Borrower shall ensure that no other member of the Group will) permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Loan to fund any trade, business or other activities (i) involving or for the benefit of any Restricted Party, or (ii) in any other manner that would reasonably be expected to result in any Obligor, any member of the Group or any Finance Party being in breach of any Sanctions or becoming a Restricted Party. |
| 21.14.     | Pari passu ranking                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       | Each Obligor shall ensure that at all times the claims of the Finance Parties against it under the Finance Documents rank at least pari passu with claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application in its jurisdiction of incorporation.                                                                                                                                                                                                                                                             |
| 21.15.     | Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 21.15.1.   | Each Obligor shall duly and punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring material penalties, except to the extent that:                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.15.1.1. | such payment is being contested in good faith;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 21.15.1.2. | adequate reserves are being maintained for those Taxes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 21.15.1.3. | such payment can be lawfully withheld.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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| 21.16.       | Good title to assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         | Each Obligor shall ensure that it has good title to or validly leases or licenses all of the assets necessary, and has all consents and/or authorisations necessary, to carry on its business to the extent that failure to comply with this requirement could reasonably be expected to have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                     |
| 21.17.       | Guarantors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 21.17.1.     | Notwithstanding any other provision in any Finance Document, the Original Borrower shall ensure that, by no later than the Signature Date and for the duration of the Term, the aggregate of the EBITDA of the Obligors and the aggregate of the gross assets of the Obligors (excluding all intra-Group items and investments in Subsidiaries of any member of the Group) exceed 85% (eighty-five percent) of the Consolidated EBITDA and the consolidated gross assets of the Group (excluding Project Finance Subsidiaries), as the case may be (the Coverage Test).                                                                                                      |
| 21.17.2.     | If,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.17.2.1.   | at any time, the Coverage Test falls below 85% (eighty-five percent) and at such time all EBITDA contributing wholly-owned Subsidiaries of the Original Borrower are or have become Guarantors, then the Original Borrower shall notify the Facility Agent thereof and use all reasonable endeavours to procure such number of non wholly-owned Subsidiaries as is required to meet the 85% Coverage Test to bind themselves as Guarantors within 30 (thirty) days of the date of the Compliance Certificate showing the Coverage Test not being met; or                                                                                                                     |
| 21.17.2.2.   | a member of the Group makes an acquisition, the Original Borrower shall within 90 (ninety) days of the date of such acquisition;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 21.17.2.2.1. | determine whether the Coverage Test has been complied with and notify the Facility Agent of the result thereof; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 21.17.2.2.2. | if the Coverage Test falls below 85% (eighty-five percent), and at such time all EBITDA contributing wholly-owned Subsidiaries of the Original Borrower are or have become Guarantors, use all reasonable endeavours to procure such number of non-wholly-owned Subsidiaries as is required to meet the 85% Coverage Test to bind themselves as Guarantors,                                                                                                                                                                                                                                                                                                                  |
|         | however, if having used such endeavours, the Original Borrower is unable to obtain the necessary consents to such non wholly-owned Subsidiaries becoming Guarantors at the end of the relevant 30 day or 90 day period, failure to satisfy the Coverage Test shall not constitute an Event of Default or Default under the Finance Documents, but each Lender shall be entitled to require prepayment and cancellation of its participation in the Loans pursuant to Clause 7.2  (Mandatory prepayment: Coverage Test).                                                                                                                                                 |
| 21.17.3.     | For the avoidance of doubt, the 30 day and 90 day periods stipulated in Clause 21.17.2 above, shall run concurrently with the time periods specified in Clause 7.2  (Mandatory prepayment: Coverage Test).                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 21.17.4.     | Compliance with the conditions set out in this Clause 21.17 shall initially be determined by reference to the Original Financial Statements, and upon delivery of any Annual Financial Statements or Semi-Annual Financial Statements, as the case may be, pursuant to Clause 19.3  (Financial statements), with reference to the latest Annual Financial Statements or Semi-Annual Financial Statements, as the case may be, delivered to the Facility Agent pursuant to Clause 19.3  (Financial statements) and if an Obligor has acquired an asset, with reference to the most recent management accounts, adjusted to take into account the acquisition.  |
| 21.18.       | JSE Listing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|         | The entire issued share capital of the Original Borrower shall remain listed on the JSE for the entire Term and the Original Borrower shall comply in all material respects with the JSE Listings Requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 21.19.       | Ownership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|         | The Original Borrower shall ensure that for the duration of the Term:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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| 21.19.1. | each Obligor is a Subsidiary of the Original Borrower; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 21.19.2. | the entire issued share capital of Shared Services Pty Ltd is owned directly, legally and beneficially by the Original Borrower.                                                                                                                                                                                                                                                                                                                                                                                                 |
| 21.20.   | Designation of Project Finance Subsidiary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 21.20.1. | The Original Borrower shall, within 30 (thirty) days of acquiring (including acquiring any interest in) or incorporating a company or person, notify the Facility Agent in writing whether it wishes to designate that company or person, as applicable, as a Project Finance Subsidiary.                                                                                                                                                                                                                                        |
| 21.20.2. | The Original Borrower shall only be entitled to designate a company as a Project Finance Subsidiary if no Event of Default or potential Event of Default would occur or be continuing at the time of or immediately after giving effect to such designation and if the relevant company or person complies with the definition of Project Finance Subsidiary.                                                                                                                                                                    |
| 22.      | EVENTS OF DEFAULT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     | Each of the events or circumstances set out in this Clause 22  (Events of Default) (other than Clause 22.17  (Acceleration)) is an Event of Default.                                                                                                                                                                                                                                                                                                                                                                   |
| 22.1.    | Non-payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     | An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless payment is made within 5 (five) Business Days of its due date.                                                                                                                                                                                                                                                                                          |
| 22.2.    | Financial covenants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     | Any requirement of Clause 20  (Financial Covenants) is not satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 22.3.    | Other obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 22.3.1.  | An Obligor does not comply with any provision of any Finance Documents (other than those referred to in Clause 22.1  (Non-payment), Clause 21.17.1  (Guarantors) and Clause 22.2  (Financial covenants)).                                                                                                                                                                                                                                                                                                    |
| 22.3.2.  | No Event of Default under Clause 22.3.1 will occur if the failure to comply is capable of remedy and is remedied within 10 (ten) Business Days of the earlier of (a) the Facility Agent giving notice to remedy such failure to the Original Borrower or relevant Obligor and (b) the Original Borrower or the relevant Obligor becoming aware of the failure to comply.                                                                                                                                                         |
| 22.4.    | Misrepresentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 22.4.1.  | Any representation or statement made or deemed to be made by any Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material and adverse respect when made or deemed to be made and same is not remedied within 10 (ten) Business Days after receipt of a notice from the Facility Agent (acting on the instructions of the Majority Lenders) requiring such remedy. |
| 22.4.2.  | Clause 22.4.1 shall not apply where the representation or statement relates to Taxes, unless the amount of such Taxes is in excess of ZAR100,000,000 (One Hundred Million Rand).                                                                                                                                                                                                                                                                                                                                                 |
| 22.5.    | Cross default                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 22.5.1.  | Any Financial Indebtedness of an Obligor is not paid when due, or where there is an applicable grace period, within the originally applicable grace period.                                                                                                                                                                                                                                                                                                                                                                      |
| 22.5.2.  | Any Financial Indebtedness of an Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described.                                                                                                                                                                                                                                                                                                                                           |

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| 22.5.3.   | Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of such Obligor as a result of an event of default (however described)                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 22.5.4.   | Any creditor of an Obligor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described) or any commitment for any Financial Indebtedness of an Obligor is cancelled or suspended by a creditor as a result of an event of default (however described).                                                                                                                                                                                                                                          |
| 22.5.5.   | No Event of Default shall occur under this Clause 22.5 if the aggregate amount of indebtedness falling within Clauses 22.5.1 to 22.5.3 is less than ZAR100,000,000 (One Hundred Million Rand).                                                                                                                                                                                                                                                                                                                                                                                                   |
| 22.6.     | Insolvency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 22.6.1.   | Any Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.                                                                                                                                                                                                                                                                                           |
| 22.6.2.   | The board of directors of an Obligor adopts a resolution declaring the relevant Obligor to be Financially Distressed (as defined in the Companies Act) or the board of that Obligor has not timeously delivered the written notice required in terms of section 129(7) of the Companies Act.                                                                                                                                                                                                                                                                                                     |
| 22.6.3.   | A moratorium is declared or takes effect in respect of any indebtedness of any member of the Group or any Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 22.7.     | Insolvency and business rescue proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 22.7.1.   | Any corporate action, legal proceedings or other procedure or step is taken in relation to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 22.7.1.1. | the suspension of payments, the commencement of business rescue proceedings (whether by any Obligor or by any other person under section 129 of the Companies Act or pursuant to an application by an “affected person” under section 131 of the Companies Act or by the court during any other proceedings in respect of any member of the Group), a moratorium of any Financial Indebtedness, liquidation, winding-up, dissolution, administration, judicial management, or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor; |
| 22.7.1.2. | a composition, compromise, assignment or arrangement with any creditor of any Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 22.7.1.3. | the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, judicial manager, business rescue practitioner or other similar officer in respect of any Obligor; or                                                                                                                                                                                                                                                                                                                                                                                     |
| 22.7.1.4. | enforcement of any Encumbrance over any assets of any Obligor,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      | or any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings are not contested in good faith nor discharged within 30 (thirty) days (or such shorter period provided for contesting such procedure or proceedings under the laws of the relevant jurisdiction).                                                                                                                                                                                                                                                                                         |
| 22.7.2.   | A resolution is passed by the board of directors of an Obligor, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Obligor or any analogous procedure or step is taken in any jurisdiction.                                                                                                                                                                                                                                                              |

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| 22.8.      | Creditors’ process                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | Any expropriation (other than an expropriation where fair compensation is received) or the operation of an attachment, sequestration, distress or execution that affects a material part of the assets or revenues of that Obligor and is not discharged within 21 (twenty-one) days, provided that neither the implementation of the Mineral and Petroleum Resources Development Act, 2002, (MPRDA) (including the broad-based socio-economic empowerment charter (Mining Charter), the revised Mining Charter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published in accordance with the MPRDA) substantially in its current form as at the Signature Date, nor the implementation of the Mineral and Petroleum Resources Royalty Act, 2008, substantially in its current form as at the Signature Date, shall constitute an attachment, sequestration, distress or execution as contemplated by this Clause 22.8, provided that any expropriation (other than an expropriation where fair compensation is received) or the operation of an attachment, sequestration, distress or execution that affects a material part of the assets or revenues of that Obligor as a result of a breach of or failure to comply with the MPRDA, Mining Charter and/or the Mineral and Petroleum Resources Royalty Act, 2008 shall constitute an attachment, sequestration, distress or execution as contemplated by this Clause 22.8. |
| 22.9.      | Failure to comply with final judgment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 22.9.1.    | Any Obligor fails within 5 (five) Business Days of the due date to comply with or pay any sum due from it under any final judgment or any final order (being a judgment or order which is not subject to any rescission or appeal and/or capable of being subject to any such rescission or appeal) made or given by any court of competent jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 22.9.2.    | No Event of Default will occur under this Clause 22.9, if the amount the relevant Obligor fails to pay pursuant to any final judgment, any final order or any final decision is less than ZAR100,000,000 (One Hundred Million Rand) (or its equivalent in any other currency or currencies).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 22.10.     | Loss of Mining Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | Any loss of a mining right for any reason whatsoever that affects any material part of the assets or revenues of an Obligor and which is not reinstated within 20 (twenty) days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 22.11.     | Unlawfulness                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 22.11.1.   | It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or such obligations cease to be legal, valid, binding or enforceable obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 22.12.     | Expropriation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 22.12.1.   | By the authority of any governmental, regulatory or other authority or other person:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 22.12.1.1. | the management of any Obligor is wholly or partially replaced or the authority of any Obligor in the conduct of its business is wholly or partially curtailed; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 22.12.1.2. | all or a majority of the shares of any Obligor or a material part of the assets or revenues of any Obligor is seized, nationalised, expropriated or compulsorily acquired,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | (the events in Clauses 22.12.1.1 and 22.12.1.2 hereafter referred to as an Expropriation Act),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       | provided that neither the implementation of the MPRDA (including the Mining Charter), the revised Mining Charter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published in accordance with the MPRDA) substantially in its current form as at the Signature Date, nor the implementation of the Mineral and Petroleum Resources Royalty Act, 2008, substantially in its current form as at the Signature Date, shall constitute a seizure, nationalisation, expropriation or compulsory acquisition as contemplated by this Clause 22.12 provided that any Expropriation Act as a result of a breach of or failure to comply with the MPRDA, Mining Charter and/or the Mineral and Petroleum Resources Royalty Act, 2008 shall constitute a seizure, nationalisation, expropriation or compulsory acquisition as contemplated by this Clause 22.12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

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| 22.13.     | Cessation of business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business which it undertakes at the First Utilisation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 22.14.     | Repudiation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       | An Obligor repudiates a Finance Document or any Finance Document is declared to be or is otherwise unenforceable against an Obligor by a court of the jurisdiction of incorporation of the relevant Obligor.                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 22.15.     | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 22.15.1.   | Any litigation, arbitration, administrative or regulatory proceedings or disputes (Litigation Proceedings) are commenced or threatened in relation to the Finance Documents or the transactions contemplated in the Finance Documents or against any Obligor or its assets which, if adversely determined, might reasonably be expected to have a Material Adverse Effect.                                                                                                                                                                                                                                                                     |
| 22.15.2.   | No Event of Default will arise under this Clause 22.15 arising out of Litigation Proceedings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 22.15.2.1. | that are disclosed in the Original Financial Statements; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 22.15.2.2. | arising from the potential litigation disclosed in Schedule 11 (Litigation).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 22.16.     | Material adverse change                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | Any change occurs in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Obligors or the Group taken as a whole since the date of the latest audited Financial Statements that has or is reasonably likely to have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                            |
| 22.17.     | Acceleration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       | On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Original Borrower:                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 22.17.1.   | cancel all or any part of the Total Commitments whereupon they shall immediately be cancelled;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 22.17.2.   | declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or                                                                                                                                                                                                                                                                                                                                                                                                |
| 22.17.3.   | declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 23.        | CHANGES TO THE LENDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 23.1.      | Cessions and delegations by the Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | Subject to this Clause 23, a Lender (the Existing Lender) may cede and/or delegate (a Transfer) any or all of its rights and/or obligations under this Agreement and/or under any other Finance Document to another person (a New Lender). Each Borrower and each other Obligor hereby consents to any splitting of claims which may arise as a result of a Transfer permitted by this Agreement.                                                                                                                                                                                                                                              |
| 23.2.      | Conditions of Transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 23.2.1.    | The consent of the Obligors is not required for a Transfer by an Existing Lender to any Permitted Transferee, to an Affiliate (as defined in Schedule 12 (Permitted Transferees)) of an Existing Lender or to any other Lender or an Affiliate (as defined in Schedule 12 (Permitted Transferees)) of another Lender on written notice to the Original Borrower. The consent of the Original Borrower (on its own behalf and on behalf of the other Obligors) is required for a Transfer to any other prospective transferee, unless the assignment or transfer takes effect at a time when an Event of Default has occurred or is continuing. |

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| 23.2.2.   | Where the consent of the Original Borrower to a Transfer is required in terms of Clause 23.2.1, that consent must not be unreasonably withheld or delayed.  The Original Borrower will be deemed to have given its consent 10 (ten) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Original Borrower within that time.  Any consent provided by the Original Borrower shall be binding on all of the other Obligors.                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 23.2.3.   | The Original Borrower (acting reasonably) shall at any time be entitled to deliver a written notice to the Facility Agent specifying that it wishes to remove a bank or financial institution from the agreed list of Permitted Transferees, which notice shall set out reasonable grounds for the Original Borrower’s request. If the Facility Agent is satisfied (acting reasonably) that the Original Borrower has reasonable grounds for such removal, the Facility Agent shall notify the Original Borrower in writing accordingly and such bank or financial institution shall thereupon be removed from the agreed list of permitted transferees, provided that, to the extent that such bank or financial institution is already a Lender as at the date of such removal, such removal shall not obligate any Finance Party to acquire or re-acquire such bank or financial institution’s participation in any Loans. |
| 23.2.4.   | In the event an Existing Lender executes a Transfer as contemplated in Clause 23.1 above, the Existing Lender shall procure that the New Lender agrees to become bound by all the terms and conditions of the Finance Documents to which the Existing Lender is a party as a party thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 23.2.5.   | A Transfer will only be effective if the procedure set out in Clause 23.4  (Procedure for transfer) is complied with.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 23.2.6.   | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 23.2.6.1. | a Lender Transfers any of its rights or obligations under the Finance Documents; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 23.2.6.2. | as a result of circumstances existing at the date the Transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender under Clause 12  (Tax gross-up and indemnities) or Clause 13  (Increased Costs),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|      | then the New Lender is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the Transfer or change had not occurred.  This Clause 23.2.6 shall not apply in respect of a Transfer made in the ordinary course of the primary syndication of the Facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 23.2.7.   | Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.                                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.3.     | Limitation of responsibility of Existing Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 23.3.1.   | Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 23.3.1.1. | the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 23.3.1.2. | the financial condition of any Obligor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.3.1.3. | the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.3.1.4. | the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|      | and any representations or warranties implied by law are excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 23.3.2.   | Each New Lender confirms to the Existing Lender and the other Finance Parties that it:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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| 23.3.2.1. | has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and                                                                                                                                                                                                                                                               |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 23.3.2.2. | will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.                                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.3.3.   | Nothing in any Finance Document obliges an Existing Lender to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 23.3.3.1. | accept a re-Transfer from a New Lender of any of the rights and obligations Transferred under this Clause 23; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 23.3.3.2. | support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 23.4.     | Procedure for transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 23.4.1.   | Subject to the conditions set out in Clause 23.2  (Conditions of Transfer) a Transfer is effected in accordance with Clause 23.4.3 below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to Clause 23.4.2 below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. |
| 23.4.2.   | The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations that apply to it (if any) in relation to the transfer to such New Lender.                                                                                                                                                                                                                                                                    |
| 23.4.3.   | On the Transfer Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 23.4.3.1. | the Transfer shall take effect under the Finance Documents so that the rights and/or obligations which are the subject of the Transfer shall be ceded and delegated by the Existing Lender to the New Lender (being the Transferred Rights and Obligations);                                                                                                                                                                                                                                                                                                                                                                     |
| 23.4.3.2. | each of the Obligors shall perform their obligations and exercise their rights in relation to the Transferred Rights and Obligations in favour of or against the New Lender, as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 23.4.3.3. | the Facility Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations comprising the Transferred Rights and Obligations;                                                                                                                                                                                                                                                                                                     |
| 23.4.3.4. | the Existing Lender shall be released from further obligations to each other Lender under the Finance Documents to the extent of the Transferred Rights and Obligations; and                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 23.4.3.5. | the New Lender shall become a Party as a Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 23.5.     | Copy of Transfer Certificate to Borrower                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      | The Facility Agent shall send to the Original Borrower a copy of each Transfer Certificate executed by it in accordance with Clause 23.4.1  (Procedure for transfer) as soon as reasonably practicable after it has executed any such Transfer Certificate.                                                                                                                                                                                                                                                                                                                                                                 |
| 24.       | CHANGES TO THE OBLIGORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 24.1.     | Cessions and delegations by Obligors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

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|      | No Obligor may cede any of its rights or delegate any of its obligations under the Finance Documents without the prior written consent of the Facility Agent.                                                                                                                                                                                             |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 24.2.     | Additional Borrowers                                                                                                                                                                                                                                                                                                                                      |
| 24.2.1.   | Subject to compliance with the provisions of Clauses 19.9.3 and 19.9.4, the Original Borrower may request that any of its Subsidiaries become an Additional Borrower. That Subsidiary shall become an Additional Borrower if:                                                                                                                             |
| 24.2.1.1. | the Majority Lenders (acting reasonably) have consented in writing to the relevant Subsidiary becoming an Additional Borrower;                                                                                                                                                                                                                            |
| 24.2.1.2. | the Additional Borrower delivers to the Facility Agent a duly completed and executed Accession Letter in its capacity as Additional Borrower;                                                                                                                                                                                                             |
| 24.2.1.3. | the Additional Borrower delivers to the Facility Agent a duly completed and executed Accession Letter in its capacity as Additional Guarantor;                                                                                                                                                                                                            |
| 24.2.1.4. | the Original Borrower confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and                                                                                                                                                                                                           |
| 24.2.1.5. | the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent.                                                                                                                    |
| 24.2.2.   | The Facility Agent shall notify the Original Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent).                                                                                          |
| 24.3.     | Resignation of a Borrower                                                                                                                                                                                                                                                                                                                                 |
| 24.3.1.   | The Original Borrower may request that any Borrower (other than the Original Borrower) ceases to be a Borrower by delivering to the Facility Agent a Resignation Letter.                                                                                                                                                                                  |
| 24.3.2.   | The Facility Agent shall accept a Resignation Letter and notify the Original Borrower, any other Borrower (if applicable) and Lenders of its acceptance if:                                                                                                                                                                                               |
| 24.3.2.1. | no Default is continuing or would result from the acceptance of the Resignation Letter (and the Original Borrower has confirmed this is the case);                                                                                                                                                                                                        |
| 24.3.2.2. | the relevant Borrower has repaid (i) any Loans borrowed by it pursuant to this Agreement and (ii) any other amounts due and owing by the relevant Borrower under the Finance Documents to the Finance Parties; and                                                                                                                                        |
| 24.3.2.3. | the Majority Lenders have consented to the Original Borrower’s request.                                                                                                                                                                                                                                                                            |
| 24.4.     | Additional Guarantors                                                                                                                                                                                                                                                                                                                                     |
| 24.4.1.   | Subject to compliance with the provisions of Clauses 19.9.3 and 19.9.4, the Original Borrower may request that any of its Subsidiaries become an Additional Guarantor and shall ensure that any of its Subsidiaries becomes an Additional Guarantor to ensure compliance with the Coverage Test. That Subsidiary shall become an Additional Guarantor if: |
| 24.4.1.1. | the Majority Lenders (acting reasonably) have consented in writing to the relevant Subsidiary becoming an Additional Guarantor;                                                                                                                                                                                                                           |
| 24.4.1.2. | the Original Borrower delivers to the Facility Agent a duly completed and executed Accession Letter;                                                                                                                                                                                                                                                      |
| 24.4.1.3. | the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Facility Agent; and                                                                                                               |

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| 24.4.1.4. | the Original Borrower has delivered the necessary shareholder and board resolutions to the Facility Agent, authorising it to give the guarantee and indemnity set out in Clause 17  (Guarantee and Indemnity) in respect of the obligations of such Additional Guarantor. |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 24.4.2.   | The Facility Agent shall notify the Original Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent).               |
| 24.5.     | Resignation of a Guarantor                                                                                                                                                                                                                                                     |
| 24.5.1.   | The Original Borrower may request that a Guarantor (other than the Original Borrower) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.                                                                                                       |
| 24.5.2.   | The Facility Agent shall accept a Resignation Letter and notify the Original Borrower and the Lenders of its acceptance if:                                                                                                                                                    |
| 24.5.2.1. | no Default is continuing or would result from the acceptance of the Resignation Letter (and the Original Borrower has confirmed this is the case); and                                                                                                                         |
| 24.5.2.2. | the Majority Lenders have consented to the Original Borrower’s request.                                                                                                                                                                                                 |
| 24.6.     | Repetition of Representations                                                                                                                                                                                                                                                  |
|      | Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.                 |
| 25.       | ROLE OF THE ARRANGERS                                                                                                                                                                                                                                                          |
| 25.1.     | Role of the Arrangers                                                                                                                                                                                                                                                          |
|      | Except as specifically provided in the Finance Documents, the Arrangers do not have any obligations of any kind to any other Party under or in connection with any Finance Document.                                                                                           |
| 25.2.     | No fiduciary duties                                                                                                                                                                                                                                                            |
| 25.2.1.   | Nothing in this Agreement constitutes the Facility Agent or the Arrangers as a trustee or fiduciary of any other person.                                                                                                                                                       |
| 25.2.2.   | None of the Facility Agent nor the Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.                                                                                                          |
| 25.3.     | Business with the Group                                                                                                                                                                                                                                                        |
|      | The Facility Agent and the Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.                                                                                                       |
| 26.       | CONDUCT OF BUSINESS BY THE FINANCE PARTIES                                                                                                                                                                                                                                     |
|      | No provision of this Agreement will:                                                                                                                                                                                                                                           |
| 26.1.     | interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;                                                                                                                                                      |
| 26.2.     | oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or                                                                                                                   |
| 26.3.     | oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.                                                                                                                                         |

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| 27.     | SHARING AMONG THE FINANCE PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 27.1.   | Payments to Finance Parties                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with Clause 28  (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:                                                                                                                                                                                                       |
| 27.1.1. | the Recovering Finance Party shall, within 3 (three) Business Days, notify details of the receipt or recovery, to the Facility Agent;                                                                                                                                                                                                                                                                                                                                   |
| 27.1.2. | the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 28  (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and                                |
| 27.1.3. | the Recovering Finance Party shall, within 3 (three) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.5  (Partial payments).                                                                    |
| 27.2.   | Redistribution of payments                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    | The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 28.5  (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.                                                                                                                 |
| 27.3.   | Recovering Finance Party’s rights                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 27.3.1. | On a distribution by the Facility Agent under Clause 27.2  (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.                                                                                                             |
| 27.3.2. | If and to the extent that the Recovering Finance Party is not able to rely on its rights under Clause 27.3.1 above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.                                                                                                                                                                                                  |
| 27.4.   | Reversal of redistribution                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    | If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:                                                                                                                                                                                                                                                                                                          |
| 27.4.1. | each Sharing Finance Party shall, upon notification of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and |
| 27.4.2. | as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.                                                                                                                                                                                                                                                                                  |
| 27.5.   | Exceptions                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 27.5.1. | This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.                                                                                                                                                                                                                                                            |
| 27.5.2. | A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:                                                                                                                                                                                                                                                     |

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| 27.5.2.1. | it notified that other Finance Party of the legal or arbitration proceedings; and                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 27.5.2.2. | that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.                                                                                                                                                                                                                                                                         |
| 28.       | PAYMENT MECHANICS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 28.1.     | Payments to the Facility Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 28.1.1.   | On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) in ZAR for value by no later than 11.00 am (Johannesburg time) on the due date and in such funds specified by the Facility Agent by way of a funds flow schedule or otherwise.                                                                                    |
| 28.1.2.   | Payment shall be made to such account in South Africa with such bank as the Facility Agent specifies.                                                                                                                                                                                                                                                                                                                                                                                                               |
| 28.2.     | Distributions by the Facility Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|      | Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 28.3  (Distributions to an Obligor) and Clause 28.4  (Clawback) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement, to such account with a bank in South Africa as that Party may notify to the Facility Agent in writing by not less than 5 (five) Business Days’ notice. |
| 28.3.     | Distributions to an Obligor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      | The Facility Agent shall (with the consent of the Obligor or in accordance with Clause 29  (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied                                                                                                                                   |
| 28.4.     | Clawback                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 28.4.1.   | Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.                                                                                                                                                                               |
| 28.4.2.   | If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.            |
| 28.5.     | Partial payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 28.5.1.   | If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:                                                                                                                                                                                                                  |
| 28.5.1.1. | first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent under the Finance Documents;                                                                                                                                                                                                                                                                                                                                                                                     |
| 28.5.1.2. | secondly, in or towards payment pro rata of any accrued interest, fees, Breakage Costs or commission due but unpaid under this Agreement;                                                                                                                                                                                                                                                                                                                                                                           |
| 28.5.1.3. | thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 28.5.1.4. | fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.                                                                                                                                                                                                                                                                                                                                                                                                               |

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| 28.5.2. | The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in Clauses 28.5.1.1 to 28.5.1.4 above.                                                                                                                                                                                                                                                                                                                               |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 28.5.3. | Clauses 28.5.1 and 28.5.2 above will override any appropriation made by an Obligor.                                                                                                                                                                                                                                                                                                                                                                           |
| 28.6.   | No set-off by Obligors                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    | All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.                                                                                                                                                                                                                                                                                  |
| 28.7.   | Business Days                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 28.7.1. | Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).  In the event that the day for performance of any obligation to be performed in terms of any Finance Document should fall on a day which is not a Business Day, the relevant day for performance shall be the succeeding Business Day. |
| 28.7.2. | During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.                                                                                                                                                                                                                                                         |
| 28.8.   | Currency of account                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 28.8.1. | Subject to Clauses 28.8.2 and 28.8.3, ZAR is the currency of account and payment for any sum due from an Obligor under any Finance Document.                                                                                                                                                                                                                                                                                                                  |
| 28.8.2. | Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.                                                                                                                                                                                                                                                                                                                         |
| 28.8.3. | Any amount expressed to be payable in a currency other than ZAR shall be paid in that other currency.                                                                                                                                                                                                                                                                                                                                                         |
| 28.9.   | Disruption to Payment Systems etc.                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    | If the Facility Agent is notified by the Original Borrower that a Disruption Event has occurred:                                                                                                                                                                                                                                                                                                                                                              |
| 28.9.1. | the Facility Agent may, and shall if requested to do so by the Original Borrower, consult with the Original Borrower with a view to agreeing with the Original Borrower such changes to the operation or administration of the Facilities as the Facility Agent may deem necessary in the circumstances;                                                                                                                                                      |
| 28.9.2. | the Facility Agent shall not be obliged to consult with the Original Borrower in relation to any changes mentioned in Clause 28.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;                                                                                                                                                                             |
| 28.9.3. | the Facility Agent shall consult with the Finance Parties in relation to any changes mentioned in Clause 28.9.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;                                                                                                                                                                                                                                    |
| 28.9.4. | any such changes agreed upon by the Facility Agent (acting on the instructions of the Majority Lenders) and the Original Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of the Intercreditor Agreement;                                                   |
| 28.9.5. | the Facility Agent shall not be liable for any damages, costs or losses whatsoever arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.9; and                                                                                                                                                                                                                                            |
| 28.9.6. | the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 28.9.4.                                                                                                                                                                                                                                                                                                                                                     |

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| 29.     | SET-OFF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    | A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. |
| 30.     | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 30.1.   | Communications in writing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    | Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.                                                                                                                                                                                                                                                                                                                                                                 |
| 30.2.   | Addresses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    | The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:                                                                                                                                                                                                                                                                               |
| 30.2.1. | in the case of the Original Borrower and each Additional Guarantor:                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    | Libanon Business Park                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    | 1 Hospital Road (Off Cedar Ave)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    | Libanon                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | Westonaria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|    | 1779                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    | Attention:          Mr Charl Keyter                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    | Fax No:             (011) 278 9863                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    | E-mail:               charl.keyter@sibanyegold.co.za                                                                                                                                                                                                                                                                                                                                                                                                     |
| 30.2.2. | in the case of Nedbank Limited (acting through its Corporate and Investment Banking division) in its capacity as an Original Lender, a Mandated Lead Arranger and the Facility Agent:                                                                                                                                                                                                                                                                                                                                               |
|    | 3rd floor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    | F Block                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | Nedbank 135 Rivonia Campus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|    | 135 Rivonia Road                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    | Sandown                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | 2196                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    | Attention:          Head of Transaction Management                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    | Fax No:             (011) 295 1763                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    | Email:                specfinproman@nedbank.co.za                                                                                                                                                                                                                                                                                                                                                                                                   |
| 30.2.3. | in the case of Nedbank Limited (acting through its Corporate and Investment Banking division) in its capacity as an Original Lender and a Mandated Lead Arranger:                                                                                                                                                                                                                                                                                                                                                                   |
|    | 6th floor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    | I Block                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | Nedbank 135 Rivonia Campus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|    | 135 Rivonia Road                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    | Sandown                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | 2196                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    | Attention:          Head: Corporate Banking Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    | Fax No:              (011) 294 1333                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    | E-mail:              HeadCBCreditRisk@nedbank.co.za                                                                                                                                                                                                                                                                                                                                                                                                           |

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| 30.2.4. | in the case of FirstRand Bank Limited (acting through its Rand Merchant Bank division) in its capacity as an Original Lender and Mandated Lead Arranger:                                                                                                                   |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    | 14th Floor                                                                                                                                                                                                                                                                 |
|    | 1 Merchant Place                                                                                                                                                                                                                                                           |
|    | Corner Fredman Drive and Rivonia Road                                                                                                                                                                                                                                      |
|    | Sandton                                                                                                                                                                                                                                                                    |
|    | 2196                                                                                                                                                                                                                                                                       |
|    | Attention:          Mamfaladi Tlhoaele                                                                                                                                                                                   |
|    | Fax No:             (011) 282 4056                                                                                                                                                                        |
|    | E-mail:                mamfaladi.tlhoaele@rmb.co.za; and                                                                                                                                   |
|    |                                      heather.blackstock@rmb.co.za                 |
| 30.2.5. | in the case of Bank of China Limited Johannesburg Branch (in its capacity as Original Lender and Mandated Lead Arranger):                                                                                                                                                  |
|    | Alice Lane Towers                                                                                                                                                                                                                                                          |
|    | 14 – 16th Floors                                                                                                                                                                                                                                                    |
|    | 15 Alice Lane                                                                                                                                                                                                                                                              |
|    | Sandton 2146                                                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                       |   |   |   |
|    | Attention:          Annatjie Kruger/ Sukayna Kok                                                                                                                                                                         |
|    | Fax No:              +27 11 520 9685 / +27 11 520 9615                                                                                                                                          |
|    | E-mail:               credit@boc.co.za                                                                                                                                                          |
| 30.2.6. | in the case of Absa Bank Limited in its capacity as an Original Lender and a Co-Arranger:                                                                                                                                                                                  |
|    | 15 Alice Lane                                                                                                                                                                                                                                                              |
|    | Sandton                                                                                                                                                                                                                                                                    |
|    | 2196                                                                                                                                                                                                                                                                       |
|    | Attention:          Legal – Documentation and Governance Services                                                                                                                                                 |
|    | Refer:                 Arlene Roelofse                                                                                                                                                |
|    | Fax No:              (011) 895 7847                                                                                                                                                                  |
|    | E-mail:               Arlene.Roelofse@absacapital.com                                                                                                                                           |
| 30.2.7. | in the case of The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) in its capacity as an Original Lender and a Co-Arranger:                                                                                           |
|    | 3rd Floor East                                                                                                                                                                                                                                                             |
|    | 30 Baker Street                                                                                                                                                                                                                                                            |
|    | Rosebank                                                                                                                                                                                                                                                                   |
|    | 2196                                                                                                                                                                                                                                                                       |
|    | Attention:          PMG Manager, Mining and Metals                                                                                                                                                                       |
|    | Fax No:             (086) 587 6769                                                                                                                                                                        |
|    | E-mail:               Paul.Ronquest@standardbank.co.za                                                                                                                                          |
|    |                                     Khanyisile.Moshoeshoe@standardbank.co.za; and |
|    |                                     Muravha.Mafela@standardbank.co.za                  |
| 30.2.8. | in the case of Investec Bank Limited (acting through its Corporate and Institutional Banking Division) (in its capacity as Original Lender and Co-Arranger):                                                                                                               |
|    | 100 Grayston Drive                                                                                                                                                                                                                                                         |
|    | Sandown                                                                                                                                                                                                                                                                    |
|    | Sandton                                                                                                                                                                                                                                                                    |
|    | 2196                                                                                                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                       |   |   |   |
|    | Attention:          Head of Resource Finance                                                                                                                                                                             |

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|      | Fax No:             (011) 286 7200                                                                                                                                                                                                                                                              |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      | E-mail:              peter.ford@investec.co.za                                                                                                                                                                                                                                             |
|      |                                    anton.vandalsen@investec.co.za                                                                                                                 |
| 30.2.9.   | in the case of Ashburton SA Credit Co-investment Fund 1 (RF) Limited (in its capacity as Lender)                                                                                                                                                                                                                                                                 |
|      | 4 Merchant Place                                                                                                                                                                                                                                                                                                                                                 |
|      | Corner Fredman Drive and Rivonia Road                                                                                                                                                                                                                                                                                                                            |
|      | Sandton                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
|      | 2196                                                                                                                                                                                                                                                                                                                                                             |
|      |                                                                                                                                                                                                                                                                                                                                                             |
|      | Attention:          Jana Kershaw                                                                                                                                                                                                                                                                               |
|      | E-mail:               jana.kershaw@ashburton.co.za                                                                                                                                                                                                                                    |
| 30.2.10.  | in the case of iNguza Investments (RF) Limited (in its capacity as Lender)                                                                                                                                                                                                                                                                                       |
|      | 1 Merchant Place                                                                                                                                                                                                                                                                                                                                                 |
|      | Corner Fredman Drive and Rivonia Road                                                                                                                                                                                                                                                                                                                            |
|      | Sandton                                                                                                                                                                                                                                                                                                                                                          |
|      | 2196                                                                                                                                                                                                                                                                                                                                                             |
|      |                                                                                                                                                                                                                                                                                                                                                             |   |   |   |
|      | Attention:          Burger van de Merwe                                                                                                                                                                                                                                                                        |
|      | Fax No:             (011) 384 3233                                                                                                                                                                                                                                                              |
|      | E-mail:               burger.vandermerwe@rmb.co.za                                                                                                                                                                                                                                    |
| 30.2.11.  | and in the case of any other Lender or any other Obligor, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Party,                                                                                                                                                                                                    |
|      | or any substitute address or fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than 5 (five) Business Days’ notice.                                                                                        |
| 30.3.     | Domicilia                                                                                                                                                                                                                                                                                                                                                        |
| 30.3.1.   | Each of the Parties chooses its physical address provided under or in connection with Clause 30.2  (Addresses) as its domicilium citandi et executandi at which documents in legal proceedings in connection with this Agreement or any other Finance Document may be served.                                                                               |
| 30.3.2.   | Any Party may by written notice to the other Parties change its domicilium from time to time to another address, not being a post office box or a poste restante, in South Africa, provided that any such change shall only be effective on the fourteenth day after deemed receipt of the notice by the other Parties pursuant to Clause 30.4  (Delivery). |
| 30.4.     | Delivery                                                                                                                                                                                                                                                                                                                                                         |
| 30.4.1.   | Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will:                                                                                                                                                                                                                                 |
| 30.4.1.1. | if by way of fax, be deemed to have been received on the first Business Day following the date of transmission provided that the fax is received in legible form;                                                                                                                                                                                                |
| 30.4.1.2. | if delivered by hand, be deemed to have been received at the time of delivery; and                                                                                                                                                                                                                                                                               |
| 30.4.1.3. | if by way of courier service, be deemed to have been received on the seventh Business Day following the date of such sending,                                                                                                                                                                                                                                    |
|      | and provided, if a particular department or officer is specified as part of its address details provided under Clause 30.2  (Addresses), if such communication or document is addressed to that department or officer, unless the contrary is proved.                                                                                                       |

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| 30.4.2.   | Any communication or document to be made or delivered to the Facility Agent will be effective only when actually received by the Facility Agent and then only if it is expressly marked for the attention of the department or officer identified with the Facility Agent’s signature below (or any substitute department or officer as the Facility Agent shall specify for this purpose). |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 30.4.3.   | All notices from or to an Obligor shall be sent through the Facility Agent.                                                                                                                                                                                                                                                                                                                        |
| 30.4.4.   | Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.                                                                                                                                                                                                                              |
| 30.5.     | Notification of address and fax number                                                                                                                                                                                                                                                                                                                                                             |
|      | Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 30.2  (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.                                                                                                                                                       |
| 30.6.     | Electronic communication                                                                                                                                                                                                                                                                                                                                                                           |
| 30.6.1.   | Any communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Facility Agent and the relevant Lender:                                                                                                                                                                    |
| 30.6.1.1. | agree that, unless and until notified to the contrary, this is to be an accepted form of communication;                                                                                                                                                                                                                                                                                            |
| 30.6.1.2. | notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and                                                                                                                                                                                                                            |
| 30.6.1.3. | notify each other of any change to their address or any other such information supplied by them.                                                                                                                                                                                                                                                                                                   |
| 30.6.2.   | Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.                                                                     |
| 30.7.     | English language                                                                                                                                                                                                                                                                                                                                                                                   |
|      | Any notice or other document given under or in connection with any Finance Document must be in English.                                                                                                                                                                                                                                                                                            |
| 31.       | CALCULATIONS AND CERTIFICATES                                                                                                                                                                                                                                                                                                                                                                      |
| 31.1.     | Accounts                                                                                                                                                                                                                                                                                                                                                                                           |
|      | In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.                                                                                                                                                                 |

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| 31.2.  | Certificates and Determinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence of the matters to which it relates.                                                                                                                                                                                                                                                                                                                                                |
| 31.3.  | Day count convention                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days (irrespective of whether the year in question is a leap year).                                                                                                                                                                                                                                                                                            |
| 32.    | PARTIAL INVALIDITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | If, at any time, any provision of the Finance Documents is or becomes illegal, invalid, unenforceable or inoperable in any respect under any law of any jurisdiction, neither the legality, validity, enforceability or operation of the remaining provisions nor the legality, validity, enforceability or operation of such provision under the law of any other jurisdiction will in any way be affected or impaired. The term inoperable in this Clause 32 shall include, without limitation, inoperable by way of suspension or cancellation. |
| 33.    | REMEDIES AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.                                                                                    |
| 34.    | AMENDMENTS AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 34.1.  | Subject to the provisions of the Intercreditor Agreement which require the consent of all Lenders to an amendment to the Finance Documents, any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.                                                                                                                                                                                                             |
| 34.2.  | The Facility Agent may effect and execute, on behalf of any Finance Party, any amendment or waiver permitted by this Clause and the Intercreditor Agreement.                                                                                                                                                                                                                                                                                                                                                                                       |
| 34.3.  | No amendment or waiver contemplated by this Clause 34 shall be of any force or effect unless in writing and signed by or on behalf of the relevant Parties.                                                                                                                                                                                                                                                                                                                                                                                   |
| 34.4.  | An amendment or waiver which relates to the rights or obligations of the Facility Agent or the Arrangers (each in their capacity as such) may not be effected without the consent of the Facility Agent or, as the case may be, that Arranger.                                                                                                                                                                                                                                                                                                     |
| 35.    | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 35.1.  | Confidential Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 35.2  (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.                                                                                                                                                                           |
| 35.2.  | Disclosure of Confidential Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Any Finance Party may disclose:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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| 35.2.1.    | to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this Clause 35.2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 35.2.2.    | to any other person:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 35.2.2.1.  | to (or through) whom it Transfers (or may potentially Transfer) all or any of its rights and obligations under this Agreement and to any of that person’s Affiliates, Representatives and professional advisers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 35.2.2.2.  | with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation or other credit participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Representatives and professional advisers;                                                                                                                                                                                                                                                                                                                            |
| 35.2.2.3.  | appointed by any Finance Party or by a person to whom Clause 35.2.2.1 or Clause 35.2.2.2 applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 35.2.2.4.  | who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 35.2.2.1 or Clause 35.2.2.2;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 35.2.2.5.  | to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 35.2.2.6.  | to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 35.2.2.7.  | who is a Party; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 35.2.2.8.  | with the consent of the Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       | in each case, such Confidential Information as that Finance Party shall consider appropriate if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 35.2.2.9.  | in relation to Clauses 35.2.2.1, 35.2.2.2 and 35.2.2.3, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;                                                                                                                                                                                                                                                                                                                                               |
| 35.2.2.10. | in relation to Clause 35.2.2.4, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and                                                                                                                                                                                                                                                                                                                                                                              |
| 35.2.2.11. | in relation to Clauses 35.2.2.5,  35.2.2.6 and 35.2.2.7, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and                                                                                                                                                                                                                                                                                                                                 |
| 35.2.3.    | to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.                                                                                                                                                                                                                                                                                  |

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| 35.3.   | Entire agreement                                                                                                                                                                                                                                                                                                                                                                                                    |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    | This Clause 35 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.                                                                                                                     |
| 35.4.   | Inside information                                                                                                                                                                                                                                                                                                                                                                                                  |
|    | Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose. |
| 35.5.   | Notification of disclosure                                                                                                                                                                                                                                                                                                                                                                                          |
|    | Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:                                                                                                                                                                                                                                                                                                          |
| 35.5.1. | of the circumstances of any disclosure of Confidential Information made pursuant to Clause 35.2.2.5 except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and                                                                                                                                              |
| 35.5.2. | upon becoming aware that Confidential Information has been disclosed in breach of this Clause 35.                                                                                                                                                                                                                                                                                                                   |
| 35.6.   | Continuing obligations                                                                                                                                                                                                                                                                                                                                                                                              |
|    | The obligations in this Clause 35 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 (twelve) months from the earlier of:                                                                                                                                                                                                                                 |
| 35.6.1. | the Discharge Date; and                                                                                                                                                                                                                                                                                                                                                                                             |
| 35.6.2. | the date on which such Finance Party otherwise ceases to be a Finance Party.                                                                                                                                                                                                                                                                                                                                        |
| 36.     | FINANCE PARTY RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                |
|    | Clauses 25  (Role of the Arrangers) to Clause 27  (Sharing among the Finance Parties) are for the benefit of the Finance Parties only. No Obligor shall be entitled to any rights or benefits under the relevant Clauses.                                                                                                                                                                            |
| 37.     | RENUNCIATION OF BENEFITS                                                                                                                                                                                                                                                                                                                                                                                            |
|    | Each Obligor renounces, to the extent permitted under applicable law, the benefits of each of the legal exceptions of excussion, division, revision of accounts, no value received, errore calculi, non causa debiti, non numeratae pecuniae and cession of actions, and declares that it understands the meaning of each such legal exception and the effect of such renunciation.                                 |
| 38.     | COUNTERPARTS                                                                                                                                                                                                                                                                                                                                                                                                        |
|    | Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.                                                                                                                                                                                                                           |
| 39.     | WAIVER OF IMMUNITY                                                                                                                                                                                                                                                                                                                                                                                                  |
|    | Each Obligor irrevocably and unconditionally waives any right it may have to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.                                                                                                                                                                                                                                |
| 40.     | SOLE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                      |
|    | The Finance Documents constitute the sole record of the agreement between the Parties in regard to the subject matter thereof.                                                                                                                                                                                                                                                                                      |
| 41.     | NO IMPLIED TERMS                                                                                                                                                                                                                                                                                                                                                                                                    |

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|    | No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in any Finance Document in regard to the subject matter thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 42.     | EXTENSIONS AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from any Finance Document and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from any Finance Document or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of any Finance Document. |
| 43.     | INDEPENDENT ADVICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    | Each Obligor acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of the Finance Documents and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, each of the Obligors acknowledges that all of the provisions of each Finance Document and the restrictions therein contained are part of the overall intention of the Parties in connection with the Finance Documents.                                                                                                                                                                            |
| 44.     | GOVERNING LAW AND JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 44.1.   | Governing Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    | This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 44.2.   | Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 44.2.1. | The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg, South Africa (or any successor to that division) in regard to all matters arising from the Finance Documents (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute).                                                                                                                                                                                                                                                   |
| 44.2.2. | The Parties agree that the courts of South Africa are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 44.2.3. | This Clause 44.2 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.                                                                                                                                                                                                                                                                                                                                                           |

 

			 		

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SCHEDULE 1

THE LENDERS AND ADDITIONAL GUARANTORS

Part I: The Original Facility A Lenders

 

|                                                                                                     |                                                                                                                                                      |
|----------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| Absa Bank Limited                                                                                        | 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                            |
| Nedbank 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 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                       |

 

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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                            |
| Nedbank 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 1951/000009/06                            |

 

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Part III: The New Facility A Lenders

 

| Ashburton SA Credit Co-Investment Fund 1 (RF) Limited | A  public company and registered bank duly incorporated under the laws of South Africa, with registration number 2014/072618/06 |
|-------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|
| iNguza Investments (RF) Limited                       | A  public company duly incorporated under the laws of South Africa, with registration number 2008/003346/06                     |

 

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Part IV: The Additional Guarantors

 

|                                        |                                                                                                                            |
|---------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|
| Ezulwini Mining Company Proprietary Limited | A private company and registered bank duly incorporated under the laws of South Africa, with registration number 2004/028640/07 |
| Rand Uranium Proprietary Limited            | A private company duly incorporated under the laws of South Africa, with registration number 2007/007531/07                     |

 

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SCHEDULE 2

THE ORIGINAL COMMITMENTS

 

|                                                                                                     |                     |                   |                                 |                   |
|----------------------------------------------------------------------------------------------------------|--------------------------|------------------------|--------------------------------------|------------------------|
| Original Lenders                                                                                         |      | Facility A Commitments |        | Facility B Commitments |
| Absa Bank Limited (acting through its Absa Capital division)                                             |                     | ZAR267,187,500         |                                 | -                      |
| Ashburton SA Credit Co-Investment Fund 1 (RF) Limited                                                    |                     | ZAR6,679,687.50        |                                 | -                      |
| Bank of China Limited Johannesburg Branch                                                                |                     | ZAR268,750,000         |                                 | ZAR750,000,000         |
| FirstRand Bank Limited (acting through its Rand Merchant Bank division)                                  |                     | ZAR164,765,625         |                                 | ZAR500,000,000         |
| Investec Bank Limited (acting through its Corporate and Institutional Banking Division)                  |                     | ZAR89,062,500          |                                 | ZAR250,000,000         |
| iNguza Investments (RF) Limited                                                                          |                     | ZAR6,679,687.50        |                                 | -                      |
| Nedbank Limited (acting through its Corporate and Investment Banking division)                           |                     | ZAR268,750,000         |                                 | ZAR750,000,000         |
| The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) |                     | ZAR178,125,000         |                                 | ZAR250,000,000         |
| Total                                                                                                    |                     | ZAR1,250,000,000       |                                 | ZAR2,500,000,000       |

 

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SCHEDULE 3

CONDITIONS PRECEDENT 

 

Part I : Initial Conditions Precedent

 

| 1.     | Original Borrower                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1    | A copy of the constitutional documents of the Original Borrower.                                                                                                                                                                                                                                                                                                                                                                                                     |
| 1.2    | A copy of a resolution of the board of directors of the Original Borrower:                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.2.1  | approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;                                                                                                                                                                                                                                                                               |
| 1.2.2  | authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and                                                                                                                                                                                                                                                                                                                                                 |
| 1.2.3  | authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant and without limitation, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.                                                                                                                                                                  |
| 1.3    | A specimen of the signature of each person authorised by the resolution referred to in Clause 1.2 above.                                                                                                                                                                                                                                                                                                                                                             |
| 1.4    | To the extent required by the Companies Act or other applicable law, and with reference to the constitutional documents of the Original Borrower, a copy of a resolution duly passed by the holders of the issued shares of the Original Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Borrower is a party, or to the extent not required, a legal opinion evidencing that it is not required. |
| 1.5    | A certificate from the Original Borrower (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.                                                                                                                                                                                                                          |
| 1.6    | A certificate of an authorised signatory of the Original Borrower certifying that each copy document relating to it specified in this Part I of Schedule 3 is correct, complete and in full force and effect as at a date no earlier than the Signature Date.                                                                                                                                                                                                        |
| 1.7    | A certificate signed by a director of the Original Borrower certifying in writing that business rescue proceedings have not commenced in respect of the Original Borrower or Shared Services Pty Ltd.                                                                                                                                                                                                                                                                |
| 1.8    | A certificate signed by a director of the Original Borrower certifying in writing that no Material Adverse Effect has occurred between the Signature Date and Effective Date.                                                                                                                                                                                                                                                                                        |
| 2.     | Finance Documents                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | Duly executed originals of the following documents:                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.1    | this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.2    | the Debt Guarantee;                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.3    | the Intercreditor Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.4    | the Consent Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.5    | all Fee Letters; and                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 2.6    | the addendum concluded amongst the Original Borrower and the Debt Guarantor on or about the 10 December 2013 pursuant to which the cession and pledge in security entered into between the Debt Guarantor and the Original Borrower on or about 22 August 2013 is amended all on the terms and subject to the conditions contained therein.                                                                                                                     |

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| 3.  | Legal opinions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1 | A legal opinion of Bowman Gilfillan Inc., legal advisers to the Finance Parties in South Africa, dealing with the legality and enforceability of the Finance Documents, substantially in the form distributed to the Original Lenders prior to signing this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.2 | A legal opinion of Baker McKenzie, legal advisers to the Original Borrower in South Africa, dealing with the capacity and authority of the Original Borrower to enter into the Finance Documents, which opinion will include, but will not be limited to, confirmation that the limit on the Original Borrower’s powers will not be exceeded as a result of the borrowings or indemnities contemplated by the Finance Documents, substantially in the form distributed to the Original Lenders prior to signing this Agreement.                                                                                                                                                                                                                                                                                                           |
| 3.3 | A legal opinion of Linklaters confirming that the granting of the security interests granted by any Obligor in favour of the Debt Guarantor and/ or the Finance Parties, together with such further security interests as the Debt Guarantor and/ or the Finance Parties may from time to time require to be granted by agreement between the Borrower and the Facility Agent (acting on the instructions of the Majority Lenders) for the obligations of any Obligor under the Finance Documents and any other security granted in favour of the Debt Guarantor and/ or Finance Parties from time to time, does not breach and is not in conflict with the provisions of clause 2 (Negative Pledge) of the terms and conditions of the US$1,000,000,000 guaranteed bonds issued by Gold Fields Orogen Holding (BVI) Limited maturing 7 October 2020. |
| 4.  | Other documents and evidence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1 | A copy of the Original Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2 | A copy of the Franca-Nevada Loan Agreement and all Encumbrances and guarantees given by any member of the Group in connection therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.3 | The Facility Agent has received a copy of an irrevocable notice of prepayment of the Facility Outstandings (as defined in the Existing Borrower Facility Agreement) and each lender under the Existing Borrower Indebtedness has irrevocably waived any notice period or other administrative requirement or notice period relating to the prepayment of the Facility Outstandings (as defined in the Existing Borrower Facility Agreement) owing to it.                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.4 | The Facility Agent has confirmed that it has received an amount equal to ZAR500,000,000 (Five Hundred Million Rand) from the Original Borrower, together with an irrevocable payment instructions to apply such amount to repayment of the Existing Borrower Indebtedness on the First Utilisation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.5 | A copy of any other Authorisation, consent or other document, opinion or assurance which the Facility Agent considers to be necessary (if it has notified the Original Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.6 | Evidence that the fees, costs and expenses then due from the Original Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or will be paid by the date of the First Utilisation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.7 | Such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any other Finance Party) in order for the Facility Agent and each other Finance Party to carry out and be satisfied it has complied with all necessary "know your customer" or similar identification procedures under applicable laws and regulations (including the Financial Intelligence Centre Act, 2001) pursuant to the transactions contemplated in the Finance Documents.                                                                                                                                                                                                                                                                                                                                            |
| 4.8 | A list specifying all immovable property owned by the Original Borrower on which the Driefontein mining operations are being conducted in form and substance satisfactory to the Facility Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

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Part II: Conditions Precedent Required to be Delivered by an Additional Obligor

 

|   |                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     | An Accession Letter duly executed by the Additional Obligor and the Original Borrower.                                                                                                                                                                                                                                                                                                    |
| 2.     | A copy of the Constitutional Documents of the Additional Obligor.                                                                                                                                                                                                                                                                                                                         |
| 3.     | A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor:                                                                                                                                                                                                                                                                   |
| 3.1    | approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute and perform the Accession Letter and any other Finance Document to which it is a party;                                                                                                                                                        |
| 3.2    | if the Additional Obligor is incorporated in South Africa, complying with the requirements of section 45(3)(b), section 45(4) and section 46 of the Companies Act;                                                                                                                                                                                                              |
| 3.3    | authorising a specified person or persons to execute the Accession Letter and the other Finance Documents on its behalf;                                                                                                                                                                                                                                                                  |
| 3.4    | authorising a specified person or persons, on its behalf, to sign and/or despatch the Accession Letter and all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents; and                                                                                                                                               |
| 3.5    | authorising the Original Borrower to act as its agent in connection with the Finance Documents.                                                                                                                                                                                                                                                                                           |
| 4.     | A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor comply with the requirements of section 45(3)(b) and section 45(4) of the Companies Act.                                                                                                                                                                      |
| 5.     | A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.                                                                                                                                                                                                                                                                                 |
| 6.     | If required by applicable law or by the Constitutional Documents of the Additional Obligor, a copy of a resolution passed by the requisite majority of the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party.                                                            |
| 7.     | If the Additional Obligor is incorporated in South Africa, a copy of a special resolution of the shareholders of the Additional Obligor approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by the Additional Obligor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party. |
| 8.     | A copy of a special resolution of the shareholders of the Original Borrower approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by the Original Borrower pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party.                                                              |
| 9.     | A certificate of the Additional Obligor, (signed by a director) confirming that borrowing or guaranteeing the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.                                                                                                                                                         |
| 10.    | A certificate of an authorised signatory of the Additional Obligor, certifying that each copy document listed in this Part II of Schedule 3 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.                                                                                                                         |
| 11.    | A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.                                                                                   |
| 12.    | If available, the latest audited financial statements of the Additional Obligor.                                                                                                                                                                                                                                                                                                          |
| 13.    | The following legal opinions, each addressed to the Facility Agent and the Lenders:                                                                                                                                                                                                                                                                                                       |

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| 13.1 | a legal opinion of legal advisers to the Facility Agent and the Lenders in South Africa, as to South African law in the form distributed to the Lenders prior to signing the Accession Letter;                                                                                                                                                                                             |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 13.2 | a legal opinion of the legal advisers to the Obligors, as to South African law in the form distributed to the Lenders prior to signing the Accession Letter; and                                                                                                                                                                                                                           |
| 13.3 | if the Additional Obligor is incorporated in a jurisdiction other than South Africa, a legal opinion of the legal advisors to the Facility Agent and the Lenders or legal advisers to the Obligors (as agreed between the Facility Agent and the Original Borrower) in the jurisdiction of its incorporation in the form distributed to the Lenders prior to signing the Accession Letter. |

 

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SCHEDULE 4

FORM OF UTILISATION REQUEST

 

|   |             |   |
|--------|------------------|--------|
| From:  | [Borrower]       |
| To:    | [Facility Agent] |
| Dated: | [●]       |   |

 

 

Dear Sirs

Sibanye Gold Limited – Term and Revolving Credit Facilities Agreement dated 10 December 2013 (the Agreement)

| 4.2    |                                                                                                                                                                                                                           |                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|
| 1.     | We refer to the Agreement.  This is a Utilisation Request.  Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. |
| 2.     | We wish to borrow a Loan on the following terms:                                                                                                                                                                               |
|   | Borrower:                                                                                                                                                                                                                      | [●]                                                 |
|   | Proposed Utilisation Date:                                                                                                                                                                                                     | (or, if that is not a Business Day, the next Business Day) |
|   | Facility to be utilized:                                                                                                                                                                                                       | [Facility A]/[Facility B]                                  |
|   | Amount:                                                                                                                                                                                                                        | ZAR[●] or, if less, the Available Facility          |
|   | Interest Period:                                                                                                                                                                                                               | [●]                                                 |
| 3.     | We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.                                                                                    |
| 4.     | The proceeds of this Loan should be credited to the following bank accounts:                                                                                                                                                   |
|   | [insert].                                                                                                                                                                                                                      |
| 5.     | This Utilisation Request is a Finance Document.                                                                                                                                                                                |
| 6.     | This Utilisation Request is irrevocable.                                                                                                                                                                                       |

 

For and on behalf of

Sibanye Gold Limited

 

 

----

Name:

Capacity:

Who warrants his authority hereto

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SCHEDULE 5

FORM OF CONFIDENTIALITY UNDERTAKING

 

 

|   |                                                                  |   |
|--------|-----------------------------------------------------------------------|--------|
| To:    | [Insert name of Potential Purchaser/Purchaser’s agent/broker.] |
| Re:    | The Agreement:                                                        |
|   | Borrower:                                                             |
|   | Date:                                                                 |
|   | Amount:                                                               |
|   | Agent:                                                                |
| Date:  | [●]                                                            |   |

 

 

Dear Sirs

Sibanye Gold Limited – Term and Revolving Credit Facilities Agreement dated 10 December 2013 (the Agreement)

We understand that you are considering [acquiring]1/[arranging the acquisition of]2 an interest in the Facilities (the Acquisition).  In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     | Confidentiality Undertaking                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | You undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph [2.2 or]3 2.3 below) acknowledges and complies with the provisions of this letter as if that person were also a party to it, and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Acquisition. |

 

----

|  | 1 |  | Delete if addressee is acting as broker or agent. |
|--|---|--|---------------------------------------------------|

|  | 2 |  | Delete if addressee is acting as principal. |
|--|---|--|---------------------------------------------|

|  | 3 |  | Delete as applicable. |
|--|---|--|-----------------------|

|   |                 |
|--------|----------------------|
| 2.     | Permitted Disclosure |

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|   | We agree that you may disclose Confidential Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1    | to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 2.2    | [subject to the requirements of the Agreement, in accordance with the Permitted Purpose so long as any prospective purchaser has delivered a letter to you in equivalent form to this letter.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 2.3    | subject to the requirements of the Agreement, to any person to (or through) whom you assign or transfer (or may potentially assign or transfer) all or any of the rights, benefits and obligations which you may acquire under the Agreement or with (or through) whom you enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Agreement or the Borrower or any member of the Group so long as that person has delivered a letter to you in equivalent form to this letter;  and                                                                                                                                                           |
| 2.4    | (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group.                                                                                                                                                                                                                                                                                                                           |
| 3.     | Notification of Required or Unauthorised Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | You agree (to the extent permitted by law) to inform us of the full circumstances of any disclosure under paragraph 2.4 or upon becoming aware that Confidential Information has been disclosed in breach of this letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.     | Return of Copies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | If we so requested in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph 2.4 above. |
| 5.     | Continuing Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us.  Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if you become a party to the Agreement or (b) 12 (twelve) Months after you have returned all Confidential Information supplied to you by us and destroyed or permanently erased all copies of Confidential Information made by you (other than any such Confidential Information or copies which have been disclosed under paragraph 2 above (other than sub-paragraph 2.1 above) or which, pursuant to paragraph 4 above, are not required to be returned or destroyed).                                   |
| 6.     | No Representation, Consequences of Breach, etc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | You acknowledge and agree that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 6.1    | neither we [nor our principal]4 nor any member of the Group nor any of our or their respective officers, employees or advisers (each a Relevant Person) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or be otherwise liable to you or any other person in respect to the Confidential Information or any such information;  and                                                |

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| 6.2    | we [or our principal]5 or members of the Group may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.                                                                                                                                                                                                                                                                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 7.     | Sole Agreement, No Implied Terms, No Variation, Extensions and Waivers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 7.1    | This letter constitutes the sole record of the agreement between us and you (each, a Party, and collectively the Parties) in regard to the subject matter hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 7.2    | No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 7.3    | No addition to, variation or consensual cancellation of this letter and no extension of time, waiver or relaxation or suspension of any of the provisions or terms hereof shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.                                                                                                                                                                                                                                                                                                                                                                                            |
| 7.4    | No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this letter and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this letter or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof. |
| 8.     | Inside Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and you undertake not to use any Confidential Information for any unlawful purpose.                                                                                                                                                                                                                                                                                                                                               |
| 9.     | Nature of Undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of [our principal]6 the Borrower and each other member of the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

----

|  | 4 |  | Delete if letter is sent out by the Seller rather than the Seller’s broker or agent. |
|--|---|--|---------------------------------------------------------------------------------------------|

|  | 5 |  | Delete if letter is sent out by the Seller rather than the Seller’s broker or agent. |
|--|---|--|---------------------------------------------------------------------------------------------|

|  | 6 |  | Delete if letter is sent out by the Seller rather than the Seller’s broker or agent. |
|--|---|--|---------------------------------------------------------------------------------------------|

| 10.    | Governing Law and Jurisdiction                                                                                                                                                                                                                                                                                                                                                   |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | This letter (including the agreement constituted by your acknowledgment of its terms) shall be governed by and construed in accordance with the laws of South Africa and the parties submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg, South Africa (or any successor to that Division) in regard to all matters arising from this letter. |
| 11.    | Definitions                                                                                                                                                                                                                                                                                                                                                                      |
|   | In this letter, terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:                                                                                                                    |

- 83 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

| 11.1 | Borrower shall bear the meaning defined in the Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 11.2 | Confidential Information means any information relating to the Borrower, the Group, the Agreement and/or the Acquisition provided to you by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you thereafter, other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality; |
| 11.3 | Group shall bear the meaning defined in the Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 11.4 | Permitted Purpose means [subject to the terms of this letter, passing on information to a prospective purchaser for the purpose of]7 considering and evaluating whether to enter into the Acquisition; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 11.5 | Purchaser Group means you, and each of your affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

 

| Yours faithfully                      |   |
|---------------------------------------|--------|
|                                  |   |
|                                  |   |
| For and on behalf of                  |   |
| [Seller/Seller’s agent/broker] |   |

 

| To:                                                      | [Seller] |
|----------------------------------------------------------|----------|
| [Seller’s agent/broker]                           |
| The Original Borrower and each other member of the Group |

 

| We acknowledge and agree to the above.                |   |
|-------------------------------------------------------|--------|
|                                                  |   |
|                                                  |   |
| For and on behalf of                                  |   |
| [Potential Purchaser/Purchaser’s agent/broker] |   |

 

----

|  | 7 |  | Delete if addressee is acting as principal. |
|--|---|--|---------------------------------------------|

- 84 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

SCHEDULE 6

FORM OF TRANSFER CERTIFICATE

 

|   |                                                                              |              |
|--------|-----------------------------------------------------------------------------------|-------------------|
| To:    | [●]                                                                        | as Facility Agent |
| From:  | [The Existing Lender] (the Existing Lender) and [the new Lender] (the New Lender) |
| Dated: | [●]                                                                        |              |

 

 

Dear Sirs

Sibanye Gold Limited – Term and Revolving Credit Facilities Agreement dated 10 December 2013 (the Agreement)

| 1.  | We refer to the Agreement.  This is a Transfer Certificate.  Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.  | We refer to Clause 23.4  (Procedure for transfer):                                                                                                                                                                                                                                                |
| 2.1 | The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by cession and delegation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.4  (Procedure for transfer). |
| 2.2 | The proposed Transfer Date is [●].                                                                                                                                                                                                                                                              |
| 2.3 | The office and address through which the New Lender will perform its obligations, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2  (Addresses) are set out in the Schedule.                                                                        |
| 3.  | The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in Clause 23.3.3.                                                                                                                                                                            |
| 4.  | The New Lender agrees that it shall assume the same obligations towards each other Finance Party under the Finance Documents (including the Intercreditor Agreement) as if it had been an original party to the relevant Finance Document.                                                             |
| 5.  | This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.                                                                                                      |
| 6.  | This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by, and construed in accordance with, South African law.                                                                                                                            |
| 7.  | This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.                                                                                                                                                                                      |

 

- 85 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

 

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Office, address, fax number and attention details for notices and account details for payments]

 

 

 

|                              |                     |                              |
|-----------------------------------|--------------------------|-----------------------------------|
| For and on behalf of              |      | For and on behalf of              |
| [Existing Lender]                 |                     | [New Lender]                      |
|                              |                     |                              |
|                              |                     |                              |
|                              |                     |                              |
|                              |                     |                              |
|                              |                     |                              |
| Name:                             |                     | Name:                             |
| Capacity:                         |                     | Capacity:                         |
| Who warrants his authority hereto |                     | Who warrants his authority hereto |

 

 

 

 

 

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [●].

 

 

| For and on behalf of         |      |   |
|------------------------------|--------------------------|--------|
| [●] as Facility Agent |                     |   |
|                         |                     |   |

 

 

 

 

 

 

 

|                              |   |   |
|-----------------------------------|--------|--------|
| Name:                             |   |   |
| Capacity:                         |   |   |
| Who warrants his authority hereto |   |   |

 

- 86 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

SCHEDULE 7

FORM OF ACCESSION LETTER 

 

| To:    | [●]                            | as Facility Agent |
|--------|---------------------------------------|-------------------|
| From:  | [Subsidiary] and Sibanye Gold Limited |
| Dated: | [●]                            |              |

 

Dear Sirs

Sibanye Gold Limited – Term and Revolving Credit Facilities Agreement dated 10 December 2013 (the Agreement)

|   |                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     | We refer to the Agreement.  This is an Accession Letter.  Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.                                                                                                                                                         |
| 2.     | [Subsidiary] agrees to become an [Additional Borrower]/[Additional Guarantor] and to be bound by the terms of the Agreement as a[n Additional Borrower]/[Guarantor] pursuant to Clause [24.2 (Additional Borrowers)/ 24.4 (Additional Guarantors)] of the Agreement.  [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction]. |
| 3.     | [Subsidiary’s] administrative details are as follows:                                                                                                                                                                                                                                                                                                                   |
|   | Address:                                                                                                                                                                                                                                                                                                                                                                       |
|   | Fax No:                                                                                                                                                                                                                                                                                                                                                                        |
|   | Attention:                                                                                                                                                                                                                                                                                                                                                                     |
| 4.     | This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by, and construed in accordance with South African law.                                                                                                                                                                                                         |

 

|                              |   |                              |
|-----------------------------------|--------|-----------------------------------|
| For and on behalf of              |   | For and on behalf of              |
| [Subsidiary]                      |   | Sibanye Gold Limited              |
|                              |   |                              |
|                              |   |                              |
|                              |   |                              |
| Name:                             |   | Name:                             |
| Capacity:                         |   | Capacity:                         |
| Who warrants his authority hereto |   | Who warrants his authority hereto |

 

Accepted on this the .......... day of ........................................ 20....

 

| For and on behalf of              |      |   |
|-----------------------------------|--------------------------|--------|
| [●] as Facility Agent      |                     |   |
|                              |                     |   |
|                              |                     |   |
|                              |                     |   |
| Name:                             |                     |   |
| Capacity:                         |                     |   |
| Who warrants his authority hereto |                     |   |

- 87 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

SCHEDULE 8

FORM OF RESIGNATION LETTER 

 

| To:    | [●]                                  | as Facility Agent |
|--------|---------------------------------------------|-------------------|
| From:  | [resigning Obligor] and [Original Borrower] |
| Dated: | [●]                                  |              |

 

Dear Sirs

Sibanye Gold Limited – Term and Revolving Credit Facilities Agreement dated 10 December 2013 (the Agreement)

|   |                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.     | We refer to the Agreement.  This is a Resignation Letter.  Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.       |
| 2.     | Pursuant to Clause [24.3 (Resignation of a Borrower)/24.4 (Resignation of a Guarantor)], we request that [resigning Borrower/resigning Guarantor] be released from its obligations as a [Borrower/Guarantor] under the Agreement. |
| 3.     | We confirm that:                                                                                                                                                                                                                  |
| 3.1    | no Default is continuing or would result from the acceptance of this request; and                                                                                                                                            |
| 3.2    | [•].]                                                                                                                                                                                                                      |
| 4.     | This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by, and construed in accordance with, South African law.                                                         |

 

 

| For and on behalf of              |   | For and on behalf of              |
|-----------------------------------|--------|-----------------------------------|
| [resigning Obligor]               |   | Sibanye Gold Limited              |
|                              |   |                              |
|                              |   |                              |
| Name:                             |   | Name:                             |
| Capacity:                         |   | Capacity:                         |
| Who warrants his authority hereto |   | Who warrants his authority hereto |

 

Accepted on this the .......... day of ........................................ 20....

 

| For and on behalf of              |      |   |
|-----------------------------------|--------------------------|--------|
| [●] as Facility Agent      |                     |   |
|                              |                     |   |
|                              |                     |   |
| Name:                             |                     |   |
| Capacity:                         |                     |   |
| Who warrants his authority hereto |                     |   |

 

----

*Insert any other conditions required by the Facility Agreement.

- 88 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

SCHEDULE 9

FORM OF COMPLIANCE CERTIFICATE 

 

| To:    | [●]           | as Facility Agent |
|--------|----------------------|-------------------|
| From:  | Sibanye Gold Limited |
| Dated: | [●]           |              |

 

Dear Sirs

Sibanye Gold Limited – Term and Revolving Credit Facilities Agreement dated 10 December 2013 (the Agreement)

| 1. | We refer to the Agreement.  This is a Compliance Certificate.  Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2. | We confirm that:  [Insert details of covenants to be certified]                                                                                                                                                                         |
| 3. | [We confirm that no Default is continuing.]                                                                                                                                                                                                       |

 

| For and on behalf of              |   | For and on behalf of              |
|-----------------------------------|--------|-----------------------------------|
| Sibanye Gold Limited              |   | Sibanye Gold Limited              |
|                              |   |                              |
|                              |   |                              |
|                              |   |                              |
|                              |   |                              |
| Name:                             |   | Name:                             |
| Capacity:                         |   | Capacity:                         |
| Who warrants his authority hereto |   | Who warrants his authority hereto |

 

 

[insert applicable certification language]

 

 

for and on behalf of

[name of auditors of the Original Borrower]  

- 89 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

SCHEDULE 10

TIMETABLES

 

| 5.1                                                                                                                                                  |                            |
|------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------|
| Delivery of a duly completed Utilisation Request (Clause 5.1  (Delivery of a Utilisation Request))

						 

						                   | 11:00 on U – 3      |
| Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4  (Lenders’ participation)

						 

						  | 12:00 on U – 3 |
| JIBAR is fixed

						 

						                                                                                                            | Quotation Day 11.00 am.         |

 

 

| “U”            | =      | the date of the proposed Utilisation.             |
|------------------------------|--------|---------------------------------------------------|
|                         |   |                                              |
|                         |   |                                              |
| “U – X” | =      | X Business Days prior to the date of utilisation. |

 

- 90 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

SCHEDULE 11

LITIGATION

 

SILICOSIS LITIGATION

On 21 August 2012, a court application was served on a group of respondents that included Sibanye Gold Ltd (the "August Respondents").  On 21 December 2012, a further court application was issued and was formally served on a number of respondents, including Sibanye Gold Ltd, (the "December Respondents" and, together with the August Respondents, the "Respondents") on 10 January 2013, on behalf of classes of mine workers, former mine workers and their dependants who were previously employed by, or who are currently employed by, amongst others, Sibanye Gold Ltd and who allegedly contracted silicosis and/or other occupational lung diseases (the “Classes”).  The court application of 21 August 2012 and the court application of 21 December 2012 are together referred to below as the "Applications". 

These Applications request that the court certify a class action to be instituted by the applicants on behalf of the Classes.  The Applications are the first and preliminary steps in a process where, if the court were to certify the class action, the applicants may, in a second stage, bring an action wherein they will attempt to hold the Respondents liable for silicosis and other occupational lung diseases and resultant consequences.  In the second stage, the Applications contemplate addressing what the applicants describe as common legal and factual issues regarding the claim arising from the allegations of the entire Classes.  If the applicants are successful in the second stage, they envisage that individual members of the Classes could later submit individual claims for damages against the respective Respondents.  The Applications do not identify the number of claims that may be instituted against the Respondents or the quantum of damages the applicants may seek.

With respect to the Applications, Sibanye Gold Ltd has filed a notice of its intention to oppose the Applications and has instructed its attorneys to defend the claims.  Sibanye Gold Ltd and its attorneys are engaging with the applicants’ attorneys in both Applications to try to establish a court-sanctioned process to agree the timelines, (including the date by which Sibanye Gold Ltd must file its papers opposing the Applications) and the possible consolidation of the separate applications.  At this stage, Sibanye Gold Ltd cannot quantify its potential liability from these actions.

ACID MINE DRAINING LITIGATION

The Group has identified a risk of potential long-term Acid Mine Drainage ("AMD"), on certain of its operations. AMD relates to the acidification and contamination of naturally occurring water resources by pyrite-bearing ore contained in underground mines and in rock dumps, tailings dams and pits on the surface.  The Group has not been able to reliably determine the financial impact that AMD might have on the Group, however, the Group has adopted a proactive approach by initiating projects such as Sibanye Amanzi Project (previously known as Liquid Gold) (long-term water management strategy), and the identification of mine rehabilitation to focus on AMD risk management.  The Group also conducts acid base accounting to obtain a more detailed understanding of where the key potential AMD risks are located at identified operations, thereby better informing appropriate long-term mitigation strategies.

- 91 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

SCHEDULE 12

LIST OF PERMITTED TRANSFEREES 

| 1.     | Local Banks                                 |
|--------|---------------------------------------------|
|   | Absa Bank Limited                           |
|   | FirstRand Bank Limited                      |
|   | Investec Bank Limited                       |
|   | Nedbank Limited                             |
|   | The Standard Bank of South Africa Limited   |
| 2.     | Foreign Banks                               |
|   | Bank of America Merrill Lynch               |
|   | Bank of China                               |
|   | Barclays Bank plc                           |
|   | BNP Paribas S.A.                            |
|   | China Construction Bank                     |
|   | China Development Bank                      |
|   | Citibank, N.A.                              |
|   | Credit Suisse Group                         |
|   | Deutsche Bank Group AG                      |
|   | Goldman Sachs International                 |
|   | HSBC Bank PLC                               |
|   | Industrial and Commercial Bank of China     |
|   | JPMorgan Chase Bank, N.A.                   |
|   | Standard Chartered Bank                     |
|   | Sumitomo Mitsui Banking Corporation         |
|   | The Bank of Tokyo Mitsubishi UFJ, Ltd       |
|   | The Royal Bank of Scotland N.V.             |
| 3.     | Financial Institutions                      |
|   | Absa Asset Managers                         |
|   | Ashburton Fund Managers Proprietary Limited |
|   | Development Bank of Southern Africa Limited |
|   | Futuregrowth Asset Managers                 |
|   | Futuregrowth Limited                        |
|   | Industrial Development Corporation Limited  |

- 92 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

|   | iNguza Investments (RF) Limited                                                                                                                                                                                                                                                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Investec Asset Management                                                                                                                                                                                                                                                                                                                                                       |
|   | Liberty Group Limited                                                                                                                                                                                                                                                                                                                                                           |
|   | MMI Holdings Limited                                                                                                                                                                                                                                                                                                                                                            |
|   | Old Mutual Life Assurance Company (South Africa) Limited                                                                                                                                                                                                                                                                                                                        |
|   | Old Mutual Investment Group (South Africa) Proprietary Limited                                                                                                                                                                                                                                                                                                                  |
|   | Old Mutual Specialised Finance Proprietary Limited                                                                                                                                                                                                                                                                                                                              |
|   | Public Investment Corporation Limited                                                                                                                                                                                                                                                                                                                                           |
|   | Sanlam Capital Markets Limited                                                                                                                                                                                                                                                                                                                                                  |
|   | Sanlam Life Insurance Limited                                                                                                                                                                                                                                                                                                                                                   |
|   | Stanlib                                                                                                                                                                                                                                                                                                                                                                         |
| 4.     | Affiliates                                                                                                                                                                                                                                                                                                                                                                      |
|   | Any Affiliates, Subsidiaries or Holding Companies of, or any bona fide and established trust or fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets managed by, any of the banks or financial institutions listed in this Schedule 12 that are not hedge funds. |

 

- 93 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

SIBANYE GOLD LIMITED 

AMENDED AND RESTATED TERM AND REVOLVING CREDIT FACILITIES AGREEMENT

 

-    SIGNATURE PAGES    -

 

SIGNED at Westonaria on this the 6th day of October 2015.

|   |                     |                              |
|--------|--------------------------|-----------------------------------|
|   |      | For and on behalf of              |
|   |                     | SIBANYE GOLD LIMITED              |
|   |                     | (as Original Borrower)            |
|   |                     |                              |
|   |                     | /s/ C Keyter                      |
|   |                     | Signatory: C Keyter               |
|   |                     | Capacity: CFO                     |
|   |                     | Who warrants his authority hereto |

 

- 94 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

 

SIGNED at Westonaria on this the 6th day of October 2015.

|   |      | For and on behalf of              |
|--------|--------------------------|-----------------------------------|
|   |                     | EZULWINI MINING COMPANY           |
|   |                     | PROPRIETARY LIMITED               |
|   |                     | (as Guarantor)                    |
|   |                     |                              |
|   |                     | /s/ C Keyter                      |
|   |                     | Signatory: C Keyter               |
|   |                     | Capacity: CFO                     |
|   |                     | Who warrants his authority hereto |
|   |                     |                              |
|   |                     |                              |
|   |                     | Signatory:                        |
|   |                     | Capacity:                         |
|   |                     | Who warrants his authority hereto |
|   |                     |                              |
|   |                     |                              |
|   |                     | Signatory:                        |
|   |                     | Capacity:                         |
|   |                     | Who warrants his authority hereto |

 

- 95 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

 

SIGNED at Westonaria on this the 6th day of October 2015.

|   |                     |                              |
|--------|--------------------------|-----------------------------------|
|   |      | For and on behalf of              |
|   |                     | RAND URANIUM PROPRIETARY LIMITED  |
|   |                     | (as Guarantor)                    |
|   |                     |                              |
|   |                     |                              |
|   |                     | /s/ C Keyter                      |
|   |                     | Signatory: C Keyter               |
|   |                     | Capacity: CFO                     |
|   |                     | Who warrants his authority hereto |
|   |                     |                              |
|   |                     |                              |
|   |                     | Signatory:                        |
|   |                     | Capacity:                         |
|   |                     | Who warrants his authority hereto |

 

- 96 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

 

SIGNED at _________________ on this the 6th day of October 2015.

| /s     |                     |                                                                                      |
|--------|--------------------------|-------------------------------------------------------------------------------------------|
|   |      | For and on behalf of                                                                      |
|   |                     | BANK OF CHINA LIMITED JOHANNESBURG BRANCH (as Original Lender and Mandated Lead Arranger) |
|   |                     |                                                                                      |
|   |                     |                                                                                      |
|   |                     | /s/ A Cameron                                                                             |
|   |                     | Signatory: A Cameron                                                                      |
|   |                     | Capacity: Authorised                                                                      |
|   |                     | Who warrants his authority hereto                                                         |

 

- 97 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

 

SIGNED at Sandton on this the 6th day of October 2015.

|   |                     |                                                                    |
|--------|--------------------------|-------------------------------------------------------------------------|
|   |      | For and on behalf of                                                    |
|   |                     | FIRSTRAND BANK LIMITED (acting through its RAND MERCHANT BANK division) |
|   |                     | (as Original Lender and Mandated Lead Arrangers)                        |
|   |                     |                                                                    |
|   |                     |                                                                    |
|   |                     | /s/ M Mofokeng                                                          |
|   |                     | Signatory: M Mofokeng                                                   |
|   |                     | Capacity: Authorised Signatory                                          |
|   |                     | Who warrants his authority hereto                                       |
|   |                     |                                                                    |
|   |                     |                                                                    |
|   |                     | /s/ W Joubert                                                           |
|   |                     | Signatory: W Joubert                                                    |
|   |                     | Capacity: Authorised Signatory                                          |
|   |                     | Who warrants his authority hereto                                       |

 

- 98 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

 

SIGNED at _________________ on this the 6th day of October 2015.

|   |   |                                                                           |
|--------|--------|--------------------------------------------------------------------------------|
|   |   | For and on behalf of                                                           |
|   |   | NEDBANK LIMITED (acting through its Corporate and Investment Banking division) |
|   |   | (as Facility Agent)                                                            |
|   |   |                                                                           |
|   |   | /s/ GL Webber                                                                  |
|   |   | Signatory: GL Webber                                                           |
|   |   | Capacity: Authorised Signatory                                                 |
|   |   | Who warrants his authority hereto                                              |
|   |   |                                                                           |
|   |   |                                                                           |
|   |   | /s/ PA van Kerckhoven                                                          |
|   |   | Signatory: PA van Kerckhoven                                                   |
|   |   | Capacity: Authorised Signatory                                                 |
|   |   | Who warrants his authority hereto                                              |

 

- 99 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

 

SIGNED at _________________ on this the 6th day of October 2015.

|   |   |                                                                           |
|--------|--------|--------------------------------------------------------------------------------|
|   |   | For and on behalf of                                                           |
|   |   | NEDBANK LIMITED (acting through its Corporate and Investment Banking division) |
|   |   | (as Original Lender and Mandated Lead Arranger)                                |
|   |   |                                                                           |
|   |   |                                                                           |
|   |   | /s/ GL Webber                                                                  |
|   |   | Signatory: GL Webber                                                           |
|   |   | Capacity: Authorised Signatory                                                 |
|   |   | Who warrants his authority hereto                                              |
|   |   |                                                                           |
|   |   |                                                                           |
|   |   | /s/ PA van Kerckhoven                                                          |
|   |   | Signatory: PA van Kerckhoven                                                   |
|   |   | Capacity: Authorised Signatory                                                 |
|   |   | Who warrants his authority hereto                                              |

 

- 100 -

AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

----

 

			 		

			 		

 

SIGNED at _________________ on this the 6th day of October 2015.

| /s/    |   |                                                         |
|--------|--------|--------------------------------------------------------------|
|   |   | For and on behalf of                                         |
|   |   | ABSA BANK LIMITED (acting through its ABSA CAPITAL division) |
|   |   | (as Original Lender and Co-Arranger)               |
|   |   |                                                         |
|   |   |                                                         |
|   |   | /s/ I Singh                                                  |
|   |   | Signatory: I Singh                                           |
|   |   | Capacity: Authorised Signatory                               |
|   |   | Who warrants his authority hereto                            |
|   |   |                                                         |
|   |   |                                                         |
|   |   | /s/ PJV van der Merwe                                        |
|   |   | Signatory: PJV van der Merwe                                 |
|   |   | Capacity: Authorised Signatory                               |
|   |   | Who warrants his authority hereto                            |

 

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SIGNED at _________________ on this the 6th day of  October 2015.

|   |   |                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------|
|   |   | For and on behalf of                                                                                                         |
|   |   | INVESTEC BANK LIMITED (acting through its Corporate and Institutional Banking Division) (as Original Lender and Co-Arranger) |
|   |   |                                                                                                                         |
|   |   |                                                                                                                         |
|   |   | /s/ P Ford                                                                                                                   |
|   |   | Signatory: P Ford                                                                                                            |
|   |   | Capacity: Authorised Signatory                                                                                               |
|   |   | Who warrants his authority hereto                                                                                            |
|   |   |                                                                                                                         |
|   |   |                                                                                                                         |
|   |   | /s/ A van Dalsen                                                                                                             |
|   |   | Signatory: A van Dalsen                                                                                                      |
|   |   | Capacity: Authorised Signatory                                                                                               |
|   |   | Who warrants his authority hereto                                                                                            |

 

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SIGNED at Rosebank on this the 6th day of October 2015.

|   |   |                                                                                                     |
|--------|--------|----------------------------------------------------------------------------------------------------------|
|   |   | For and on behalf of                                                                                     |
|   |   | THE STANDARD BANK OF SOUTH AFRICA LIMITED (acting through its CORPORATE AND INVESTMENT BANKING division) |
|   |   | (as Original Lender and Co-Arranger)                                                                     |
|   |   |                                                                                                     |
|   |   |                                                                                                     |
|   |   | /s/ JM Kriek                                                                                             |
|   |   | Signatory: JM Kriek                                                                                      |
|   |   | Capacity: Head: Mining and Metals                                                                        |
|   |   | Who warrants his authority hereto                                                                        |
|   |   |                                                                                                     |
|   |   |                                                                                                     |
|   |   |                                                                                                     |
|   |   |                                                                                                     |
|   |   |                                                                                                     |

 

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SIGNED at Sandton on this the 6th day of October 2015.

|   |   |                                                              |
|--------|--------|-------------------------------------------------------------------|
|   |   | For and on behalf of                                              |
|   |   | ASHBURTON SA CREDIT CO-INVESTMENT FUND 1 (RF) LIMITED (as Lender) |
|   |   |                                                              |
|   |   |                                                              |
|   |   | /s/ R Pampel                                                      |
|   |   | Signatory: R Pampel                                               |
|   |   | Capacity: CFO                                                     |
|   |   | Who warrants his authority hereto                                 |
|   |   |                                                              |
|   |   | /s/ S Ditobi                                                      |
|   |   | Signatory: S Ditobi                                               |
|   |   | Capacity: Authorised Signatory                               |
|   |   | Who warrants his authority hereto                                 |

 

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SIGNED at Sandton on this the 6th day of October 2015.

| /      |   |                                        |
|--------|--------|---------------------------------------------|
|   |   | For and on behalf of                        |
|   |   | iNGUZA INVESTMENTS (RF) LIMITED (as Lender) |
|   |   |                                        |
|   |   |                                        |
|   |   | /s/ B van der Merwe                         |
|   |   | Signatory: B van der Merwe                  |
|   |   | Capacity: Director                     |
|   |   | Who warrants his authority hereto           |

 

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SIGNED at ____________ on this the 6th day of October 2015.

| /      |   |                                                                 |
|--------|--------|----------------------------------------------------------------------|
|   |   | For and on behalf of                                                 |
|   |   | OPICONSIVIA TRADING 305 (RF) PROPRIETARY LIMITED (as Debt Guarantor) |
|   |   |                                                                 |
|   |   |                                                                 |
|   |   | /s/ T Ross-Gillespie                                                 |
|   |   | Signatory:  T Ross-Gillespie                                    |
|   |   | Capacity: Director                                                   |
|   |   | Who warrants his authority hereto                                    |
|   |   |                                                                 |
|   |   |                                                                 |
|   |   |                                                                 |
|   |   | Signatory:                                                      |
|   |   | Capacity:                                                       |
|   |   | Who warrants his authority hereto                                    |

 

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