sbgl_Ex4_45


		
			Exhibit 4.45
		

		
			EXECUTION VERSION
		

		
			SUPPLEMENTAL AGREEMENT
		

		
			15 January 2019
		

		
			between
		

		
			SIBANYE GOLD LIMITED
		

		
			STILLWATER MINING COMPANY
		

		
			KROONDAL OPERATIONS PROPRIETARY LIMITED
		

		
			SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED
		

		
			and
		

		
			BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY as successor in title to BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED acting as Agent
		

		
			relating to a US$600,000,000 Revolving Credit Facility Agreement
		

		
			dated 6 April 2018
		

		
			ALLEN &  OVERY
		

		
			Allen &  Overy LLP
		

		
			0012186-0006346 JH:1881803.3
		

		
			
		

		
			


		 


		

			 

		





 



		

		
			CONTENTS
		

			
					
						Clause

					
					
						    

					
					
						Page

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						2.

					
					
						Interpretation

					
					
						 

					
1
				
	
					
						3.

					
					
						Amendment

					
					
						 

					
1
				
	
					
						4.

					
					
						Representations

					
					
						 

					
2
				
	
					
						5.

					
					
						Confirmation of guarantees

					
					
						 

					
3
				
	
					
						6.

					
					
						Miscellaneous

					
					
						 

					
3
				
	
					
						7.

					
					
						Governing law

					
					
						 

					
3
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Signatories

					
					
						 

					
4
				



		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			 

		





 



		

		
			THIS AGREEMENT is dated 15 January 2019 and is made
		

		
			BETWEEN:
		

		
			(1)        SIBANYE GOLD LIMITED;
		

		
			(2)        STILLWATER MINING COMPANY;
		

		
			(3)        KROONDAL OPERATIONS PROPRIETARY LIMITED;
		

		
			(4)        SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED; and
		

		
			(5)        BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY as successor in title to BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED as agent of the other Finance Parties (the Agent).
		

		
			BACKGROUND
		

		
			(a)        This Agreement is supplemental to and amends the US$600,000,000 revolving credit facility agreement dated 6 April 2018 between, among others, the Parties (the Credit Agreement).
		

		
			(b)        The Majority Lenders (as defined in the Credit Agreement) have consented to the amendments to the Credit Agreement contemplated by this Agreement. Accordingly the Agent is authorised to execute this Agreement on behalf of the Finance Parties.
		

		
			IT IS AGREED as follows:
		

		
			2.          INTERPRETATION
		

		
			2.1        Definitions
		

		
			In this Agreement:
		

		
			Amended Credit Agreement means the Credit Agreement as amended by this Agreement.
		

		
			Effective Date means the date of this Agreement.
		

		
			Party means a party to this Agreement.
		

		
			2.2        Construction
		

		
			(a)        Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.
		

		
			(b)        The provisions of clauses 1.2 (Construction), 1.4 (Third party rights) and 41 (Enforcement) of the Credit Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Credit Agreement are to be construed as references to this Agreement.
		

		
			3.          AMENDMENT
		

		
			The Credit Agreement will be amended from the Effective Date by replacing the existing clause 22.2 (General financial conditions) and replacing it with the following new clause 22.2 (General financial conditions):
		

		
			
		

		
			


		 


		

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			"22.2    General financial conditions
		

		
			The Obligors shall ensure that, for so long as any amount is outstanding under the Finance Documents or any Commitment is in force, on each Measurement Date:
		

		
			(a)         the ratio of Consolidated EBlTDA to Consolidated Net Finance Charges in respect of the Measurement Period ending on the relevant Measurement Date shall be equal to or exceed 4:1; and
		

		
			(b)         the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of the Measurement Period ending on the relevant Measurement Date does not exceed:
		

		
			(i)          if the Measurement Date falls during the period up to and including 31 December 2019, 3.50:1; or
		

		
			(ii)        if the Measurement Date falls after 31 December 2019, 2.50:1.”
		

		
			4.          REPRESENTATIONS
		

		
			4.1        Representations
		

		
			The representations and warranties set out in this Clause are made by each Obligor to the Agent (on behalf of the Finance Parties). References in this Clause to it or its include, unless the context otherwise requires, each Obligor.
		

		
			4.2        Binding obligations
		

		
			The obligations expressed to be assumed by it in this Agreement are, subject to the Legal Reservations, legal, valid, binding and enforceable obligations.
		

		
			4.3        Non-conflict with other obligations
		

		
			The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:
		

		
			(a)        any law or regulation applicable to it;
		

		
			(b)        its constitutional documents; or
		

		
			(c)        any material agreement or instrument which is binding on it or any of its assets.
		

		
			4.4        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, this Agreement and the transactions contemplated by this Agreement.
		

		
			4.5        Validity and admissibility in evidence
		

		
			All Authorisations required:
		

			
	
			
				 (a)
			

			
	
			
			to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement; and




		
			
		

		
			


		 


		

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			(b)        for the validity or enforceability of this Agreement or to make this Agreement admissible in evidence in its jurisdiction of incorporation,
		

		
			have been obtained or effected and are in full force and effect.
		

		
			4.6        Credit Agreement
		

		
			Each Obligor confirms to the Agent that, on the Effective Date, the Repeating Representations:
		

		
			(a)        are true; and
		

		
			(b)        would also be true if references to the Credit Agreement are construed as references to the Amended Credit Agreement.
		

		
			In each case, each Repeating Representation is applied to the facts and circumstances then existing.
		

		
			5.         CONFIRMATION OF GUARANTEES
		

		
			Each Guarantor confirms that its guarantee, indemnity and undertaking continues in full force and effect on the terms of the guarantee, indemnity and undertaking contained in clause 19 (Guarantee and indemnity) of the Credit Agreement.
		

		
			6.          MISCELLANEOUS
		

		
			(a)         Each of this Agreement and the Amended Credit Agreement is a Finance Document.
		

		
			(b)        Subject to the terms of this Agreement, the Credit Agreement will remain in full force and effect and, from the Effective Date, the Credit Agreement and this Agreement will be read and construed as one document.
		

		
			7.          GOVERNING LAW
		

		
			This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
		

		
			THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.
		

		
			
		

		
			


		 


		

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			SIGNATORIES
		

			
					
						Obligors

				
	
					
						 

				
	
					
						SIBANYE GOLD LIMITED

				
	
					
						 

				
	
					
						By: 

					
					
						/s/ Charl Keyter

				
	
					
						 

				
	
					
						STILLWATER MINING COMPANY

				
	
					
						 

				
	
					
						By:

					
					
						/s/ Charl Keyter

				
	
					
						 

				
	
					
						KROONDAL OPERATIONS PROPRIETARY LIMITED

				
	
					
						 

				
	
					
						By:

					
					
						/s/ Charl Keyter

				
	
					
						 

				
	
					
						SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED

				
	
					
						 

				
	
					
						By:

					
					
						/s/ Charl Keyter

				



		
			 
		

		
			
		

		
			


		 


		

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			The Agent
		

		
			BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY as successor in title to BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Kevin Day

					
					
						Kevin Day
Vice President

				



		
			 
		


		 


		

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