EX-4.6



 Exhibit 4.6 

Execution Version 
  

 
 SECOND ADDENDUM TO THE TERM AND
REVOLVING CREDIT FACILITIES 
 AGREEMENT 
  

 
 SIBANYE GOLD LIMITED 

arranged by 
 BANK OF CHINA
LIMITED JOHANNESBURG BRANCH 
 FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) 

NEDBANK LIMITED 

(acting through its Nedbank Capital and Nedbank Corporate divisions) 

as Mandated Lead Arrangers 
 and

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

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

JPMORGAN CHASE BANK, N.A., JOHANNESBURG BRANCH 

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

Investment Banking division) 

as Co-Arrangers 
 with 

NEDBANK LIMITED 

(acting through its Nedbank Capital division) 

as Facility Agent 
 and 

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 

as Lenders 
 and 

OPICONSIVIA TRADING 305 (RF) PROPRIETARY LIMITED 

as Debt Guarantor 
  

 
 



 







 CONTENTS 
  

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


  
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 PARTIES: 

This Agreement is made between: 
  

	(1)	SIBANYE GOLD LIMITED as Original Borrower; 

  

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

  

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

  

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


 

	(5)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders) as lenders (the Lenders); and 

  

	(6)	OPICONSIVIA TRADING 305 (RF) PROPRIETARY LIMITED (as Debt Guarantor). 

 WHEREAS 

 

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

  

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

  

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


 

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


  
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 IT IS AGREED AS FOLLOWS: 
  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1.	Definitions 

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

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

  

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


 

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


 

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

  

	2.	AMENDMENTS EFFECTIVE ON THE SIGNATURE DATE 

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

	2.1.	Clause 21.20 with the following: 

  

	 	“21.20	Driefontein Mortgage Bond and Driefontein Special Notarial Bond 

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

 

	2.2.	Clause 22.16.3 with the following: 

  

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


  

	3.	SAVINGS 

  

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


 

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


  
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	4.	VARIATION 

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

	5.	COUNTERPARTS 

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

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

 

	
	For and on behalf of
	 SIBANYE GOLD LIMITED

(as Original Borrower)

	
	 /s/ C. Keyter

	Signatory: C. Keyter
	Capacity: CFO
	Who warrants his authority hereto



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

 

	
	For and on behalf of
	BANK OF CHINA LIMITED JOHANNESBURG BRANCH (as Original Lender and Mandated Lead Arranger)
	
	 /s/ DR Feng Li

	Signatory: DR Feng Li
	Capacity: Executive Vice President
	Who warrants his authority hereto



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

 

	
	For and on behalf of
	FIRSTRAND BANK LIMITED (acting through its RAND MERCHANT BANK division)
	(as Original Lender and Mandated Lead Arrangers)
	
	 /s/ W. Joubert

	Signatory: W. Joubert
	Capacity: Authorised Signatory
	Who warrants his authority hereto
	
	 /s/ Mpho Mofokeng

	Signatory: M. Mofokeng
	Capacity: Authorised Signatory
	Who warrants his authority hereto



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

 

	
	For and on behalf of
	NEDBANK LIMITED (acting through its Nedbank Capital division)
	(as Facility Agent, Original Lender and Mandated Lead Arranger)
	
	 /s/ G.L. Webber

	Signatory: G.L. 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



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

 

	
	For and on behalf of
	ABSA BANK LIMITED (acting through its Corporate and Investment Banking Division) (as Original Lender and Co-Arranger)
	
	 /s/ A Chetty

	Signatory: A Chetty
	Capacity: Authorised Signatory
	Who warrants his authority hereto
	
	 /s/ D. Renwick

	Signatory: D. Renwick
	Capacity: Authorised Signatory
	Who warrants his authority hereto



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

  

	
	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 Illovo on this the 12th day of May 2014. 

 

	
	For and on behalf of
	JPMORGAN CHASE BANK, N.A., JOHANNESBURG BRANCH (as Original Lender and Co-Arranger)
	
	 /s/ M Hussey

	Signatory: M Hussey
	Capacity: Managing Director
	Who warrants his authority hereto



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

 

	
	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/ B Breetzke

	Signatory: Brad Breetzke
	Capacity: Head: Mining
	Who warrants his authority hereto



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

 

	
	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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 SCHEDULE 1 

THE ORIGINAL LENDERS 

Part I: The Original Facility A Lenders 
  

			
	 ABSA Bank Limited (acting through its
 Corporate
and Investment Banking Division)
		A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1986/004794/06
		
	Bank of China Limited Johannesburg Branch		An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2000/008434/10
		
	 FirstRand Bank Limited (acting through its Rand

Merchant Bank division)
		A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1929/001225/06
		
	 Investec Bank Limited (acting through its

Corporate and Institutional Banking Division)
		A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1969/004763/06
		
	 JPMorgan Chase Bank, N.A., Johannesburg

Branch
		An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2001/016069/10
		
	 Nedbank Limited (acting through its Nedbank

Capital and Nedbank Corporate divisions)
		A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1951/000009/06
		
	The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division)		A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1962/000738/06


  
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 Part II: The Original Facility B Lenders 

 

			
	Bank of China Limited Johannesburg Branch		An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2000/008434/10
		
	 FirstRand Bank Limited (acting through its Rand

Merchant Bank division)
		A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1929/001225/06
		
	 Investec Bank Limited (acting through its

Corporate and Institutional Banking Division)
		A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1969/004763/06
		
	 JPMorgan Chase Bank, N.A., Johannesburg

Branch
		An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2001/016069/10
		
	 Nedbank Limited (acting through its Nedbank

Capital and Nedbank Corporate divisions)
		A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1951/000009/06


  
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