sbgl_Ex4_40



			

					

						 


					

					

						 


				
	

					

						 


					

					

						Exhibit 4.40


				
	

					

						


					

					

						CLIFFORD CHANCE LLP


				




		

			 

		





		
			 
		

			
					
						 

					
					
						 

					
						 

					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						DATED 28 MARCH 2018

				
	
					
						SIBANYE GOLD LIMITED

					
						AS ISSUER

					
						STILLWATER MINING COMPANY

					
						KROONDAL OPERATIONS PROPRIETARY LIMITED

					
						AS GUARANTORS

					
						 

					
						AND

					
						BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED

					
						AS TRUSTEE

					
						 

				
	
					
						 

					
					
						SUPPLEMENTAL TRUST DEED

					
						RELATING TO THE

					
						USD 450,000,000 1.875 PER CENT. GUARANTEED CONVERTIBLE BONDS DUE 2023

					
					
						 

				



		
			 
		

		
			 
		

		
			
		

		
			


		 


 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						CONTENTS

				
	
					
						Clause

					
					
						Page

				
	
					
						1.

					
					
						Definitions

					
					
						1

				
	
					
						2.

					
					
						Amendments to Principal Trust Deed

					
					
						2

				
	
					
						3.

					
					
						Effect of Supplemental Trust Deed

					
					
						2

				
	
					
						4.

					
					
						Counterparts

					
					
						2

				
	
					
						5.

					
					
						Expenses

					
					
						2

				
	
					
						6.

					
					
						Governing Law

					
					
						2

				
	
					
						7.

					
					
						Contracts (Rights of Third Parties) Act 1999

					
					
						2

				



		
			 
		

		
			 
		

		
			


		 


 



		

		
			THIS SUPPLEMENTAL TRUST DEED is made on 28 March 2018
		

		
			BETWEEN:
		

			
	
			
				 (1)
			

			
	
			
			SIBANYE GOLD LIMITED, a public company with limited liability incorporated under the laws of the Republic of South Africa (the "Issuer");




			
	
			
				 (2)
			

			
	
			
			STILLWATER MINING COMPANY, a corporation incorporated under the laws of the State of Delaware (the "Delaware Guarantor");




			
	
			
				 (3)
			

			
	
			
			KROONDAL OPERATIONS PROPRIETARY LIMITED, a private company with limited liability incorporated under the laws of the Republic of South Africa (together with the Delaware Guarantor, the "Guarantors"); and




			
	
			
				 (4)
			

			
	
			
			BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, a company incorporated under the laws of England and Wales, whose registered office is at One Canada Square, London E14 5AL, United Kingdom (the "Trustee",  which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Bondholders.




		
			WHEREAS:
		

			
	
			
				 (A)
			

			
	
			
			On 26 September 2017, the Issuer issued the USD 450,000,000 1.875 per cent. Guaranteed Convertible Bonds due 2023 guaranteed by the Guarantors (the "Bonds"), which were constituted by the principal trust deed dated 26 September 2017 (the "Principal Trust Deed").




			
	
			
				 (B)
			

			
	
			
			The Issuer and the Guarantors have requested that the Trustee enters into this supplemental trust deed in order to correct the adjustment formula set out in Condition 6.3(c) of the Bonds.




			
	
			
				 (C)
			

			
	
			
			The Issuer and the Guarantors have confirmed to the Trustee that they do not consider the amendments contemplated by this Supplemental Trust Deed to be materially prejudicial to the interests of Bondholders, and the Trustee has entered into this Supplemental Trust Deed in reliance on the powers conferred on it by Clause 19.2 (Modification) of the Principal Trust Deed.




		
			NOW THIS TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows:
		

		
			1.DEFINITIONS
		

		
			In this Supplemental Trust Deed unless there is anything in the subject or context inconsistent therewith, words not defined herein shall have the meaning given to them in the Principal Trust Deed.
		

		
			


		 


		

			1

		





 



		

		
			2.AMENDMENTS TO PRINCIPAL TRUST DEED
		

		
			In Condition 6.3(c) of Schedule 2 to the Principal Trust Deed, the fraction:
		

		
			
		

		
			shall be deleted and replaced with:
		

		
			
		

		
			3.EFFECT OF SUPPLEMENTAL TRUST DEED
		

		
			3.1This Supplemental Trust Deed is supplemental to the Principal Trust Deed, and save as expressly provided herein the Principal Trust Deed shall continue in full force and effect.
		

		
			3.2With effect from the date of this Supplemental Trust Deed, the Principal Trust Deed and this Supplemental Trust Deed shall be read and construed together as one deed.
		

		
			3.3A memorandum of this Supplemental Trust Deed shall be endorsed on the original of the Principal Trust Deed by the Trustee and on the duplicate thereof by the Issuer.
		

		
			4.COUNTERPARTS
		

		
			This Supplemental Trust Deed may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed and any party to this Supplemental Trust Deed may enter into the same by executing and delivering a counterpart.
		

		
			5.EXPENSES
		

		
			The Issuer agrees to pay the Trustee its properly incurred expenses in connection with the preparation, negotiation and execution of this Supplemental Trust Deed including without limitation, all applicable taxes thereon.
		

		
			6.GOVERNING LAW
		

		
			This Supplemental Trust Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, the laws of England.
		

		
			7.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
		

		
			A person who is not a party to this Supplemental Trust Deed has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Supplemental Trust Deed, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
		

		
			


		 


		

			2

		





 



		

		
			IN WITNESS whereof this Supplemental Trust Deed has been executed as a deed by the Issuer, the Guarantors and the Trustee and delivered on the date first stated above.
		

		
			SIGNATORIES
		

		
			Issuer
		

		
			EXECUTED as a DEED by
		

		
			SIBANYE GOLD LIMITED
		

		
			acting by:
		

		
			/s/:Charl Keyter
		

		
			Guarantors
		

		
			EXECUTED as a DEED by
		

		
			STILLWATER MINING COMPANY
		

		
			acting by:
		

		
			/s/: Charl Keyter
		

		
			EXECUTED as a DEED by
		

		
			KROONDAL OPERATIONS PROPRIETARY LIMITED
		

		
			acting by:
		

		
			/s/: Charl Keyter
		

		
			Trustee
		

		
			EXECUTED as a DEED by:
		

		
			BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
		

		
			acting by:
		

		
			/s/: Thomas Vanson
		

		
			Authorised Signatory
		

		
			/s/: Maria Bertolin
		

		
			Authorised Signatory
		

		
			Witnessed by:
		

		
			Name: /s/: Charlotte Davidson
		

		
			Vice President
		

		
			Address: One Canada Square, London E14 5AL, United Kingdom
		


		 


		

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