---

Execution Version: 12 June 2009 (SH0WING POST EXECUTION
AMENDMENTS)





SENIOR TERM LOAN FACILITIES AGREEMENT

of up to

ZAR750,000,000 (INCLUSIVE OF CAPITALISED INTEREST AND FUNDED NET
SWAP PAYMENTS)

dated 12 JUNE 2009

for

PLATEAU RESOURCES (PROPRIETARY) LIMITED

arranged by

STANDARD CHARTERED BANK as Arranger and Bookrunner

with

STANDARD CHARTERED BANK as Senior Agent

STANDARD CHARTERED BANK as Security Agent

and

MICAWBER 634 (PROPRIETARY) LIMITED as Plateau Security SPV



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CONTENTS

|Clause |                                                         | Page
|------ | ------------------------------------------------------- | ----
|       |                                                         |     
|1.     | Definitions
      And Interpretation                    | 1   
|       |                                                         |     
|2.     | The
      Facilities                                    | 59  
|       |                                                         |     
|3.     | Purpose                                                 | 60  
|       |                                                         |     
|4.     | Conditions
      Of Utilisation                         | 60  
|       |                                                         |     
|5.     | Utilisation                                             | 61  
|       |                                                         |     
|6.     | [INTENTIONALLY
      LEFT BLANK]                        | 62  
|       |                                                         |     
|7.     | [INTENTIONALLY
      LEFT BLANK]                        | 62  
|       |                                                         |     
|8.     | [INTENTIONALLY
      LEFT BLANK]                        | 62  
|       |                                                         |     
|9.     | [INTENTIONALLY
      LEFT BLANK]                        | 62  
|       |                                                         |     
|10.    | Repayment                                               | 63  
|       |                                                         |     
|11.    | Illegality,
      Voluntary Prepayment And Cancellation | 66  
|       |                                                         |     
|12.    | Mandatory
      Prepayments:                            | 67  
|       |                                                         |     
|13.    | Restrictions                                            | 68  
|       |                                                         |     
|14.    | Interest                                                | 70  
|       |                                                         |     
|15.    | Interest
      Periods                                  | 71  
|       |                                                         |     
|16.    | Changes
      To The Calculation Of Interest            | 72  
|       |                                                         |     
|17.    | Fees                                                    | 74  
|       |                                                         |     
|18.    | Tax
      Gross Up And Indemnities                      | 75  
|       |                                                         |     
|19.    | Increased
      Costs                                   | 78  
|       |                                                         |     
|20.    | Other
      Indemnities                                 | 79  
|       |                                                         |     
|21.    | Mitigation
      By The Lenders                         | 81  
|       |                                                         |     
|22.    | Costs
      And Expenses                                | 81  
|       |                                                         |     
|23.    | Guarantee
      And Indemnity                           | 83  
|       |                                                         |     
|24.    | Representations                                         | 87  
|       |                                                         |     
|25.    | Information
      Undertakings                          | 97  
|       |                                                         |     
|26.    | Financial
      Covenants                               | 105 
|       |                                                         |     
|27.    | General
      Undertakings                              | 111 
|       |                                                         |     
|28.    | Events
      Of Default                                 | 132 
|       |                                                         |     
|29.    | Changes
      To The Lenders                            | 140 
|       |                                                         |     
|30.    | Assignment
      and transfers by Obligors              | 144 
|       |                                                         |     
|31.    | Role
      Of The Senior Agent, The Arranger And Others | 145 

---

|32. | Conduct
      Of Business By The Finance Parties | 152
|--- | ------------------------------------------------ | ---
|    |                                                  |    
|33. | Sharing
      Among The Finance Parties          | 152
|    |                                                  |    
|34. | Payment
      Mechanics                          | 154
|    |                                                  |    
|35. | Set-Off                                          | 157
|    |                                                  |    
|36. | Notices                                          | 158
|    |                                                  |    
|37. | Calculations
      And Certificates              | 163
|    |                                                  |    
|38. | Partial
      Invalidity                         | 163
|    |                                                  |    
|39. | Remedies
      And Waivers                       | 163
|    |                                                  |    
|40. | Amendments
      And Waivers                     | 164
|    |                                                  |    
|41. | GENERAL                                          | 165
|    |                                                  |    
|42. | Governing
      Law                              | 168
|    |                                                  |    
|43. | JURISDICTION                                     | 168

|SCHEDULE
      1 THE ORIGINAL PARTIES                     | 169
|--------------------------------------------------------- | ---
|                                                          |    
|Part
      I I The Original Lenders                       | 170
|                                                          |    
|SCHEDULE
      2 CONDITIONS PRECEDENT                     | 171
|                                                          |    
|Part
      IA Initial conditions precedent                | 171
|                                                          |    
|SCHEDULE
      3 REQUESTS                                 | 181
|                                                          |    
|Utilisation
      Request Loans                           | 181
|                                                          |    
|SCHEDULE
      4 EPCM AGREEMENTS                          | 182
|                                                          |    
|SCHEDULE
      5 EXISTING OPERATIONAL GUARANTEES          | 183
|                                                          |    
|SCHEDULE
      6 FORM OF ASSIGNMENT AGREEMENT             | 184
|                                                          |    
|SCHEDULE
      7 [INTENTIONALLY LEFT BLANK]               | 187
|                                                          |    
|SCHEDULE
      8 [INTENTIONALLY LEFT BLANK]               | 188
|                                                          |    
|SCHEDULE
      9 FORM OF COMPLIANCE CERTIFICATE           | 189
|                                                          |    
|SCHEDULE
      10 LMA FORM OF CONFIDENTIALITY UNDERTAKING | 190
|                                                          |    
|SCHEDULE
      11 TIMETABLES                              | 195
|                                                          |    
|SCHEDULE
      12 [INTENTIONALLY LEFT BLANK]              | 196
|                                                          |    
|SCHEDULE
      13 TRANSACTION SECURITY DOCUMENTS          | 197
|                                                          |    
|SCHEDULE
      14 ""                                      | 203

---

THIS AGREEMENT is dated 12 June 2009 and made between:

|(1) | ANOORAQ RESOURCES CORPORATION, a public company
      incorporated under the laws of the Province of British Columbia, Canada
      with registration no. 10022-2033 (the Parent);                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                          
|(2) | N1C RESOURCES INC., a limited liability company
      incorporated under the laws of the Cayman Islands with registration no.
      CR-94610 (N1C Resources);                                          
|    |                                                                                                                                                                                                          
|(3) | N2C RESOURCES INC., a limited liability company
      incorporated under the laws of the Cayman Islands with registration no.
      CR-94611 (N2C Resources or the Original
    Guarantor);          
|    |                                                                                                                                                                                                          
|(4) | PLATEAU RESOURCES (PROPRIETARY) LIMITED, a private
      limited liability company incorporated under the laws of South Africa with
      registration no. 1996/013879/07 as borrower (the
  Borrower);
|    |                                                                                                                                                                                                          
|(5) | THE FINANCIAL INSTITUTIONSlisted in Part II of
      Schedule 1 (The Original Parties) as senior lenders (the
      Original Lenders);                                                                 
|    |                                                                                                                                                                                                          
|(6) | STANDARD CHARTERED BANKas mandated lead arranger
      and bookrunner (the Arranger);                                                                                                                  
|    |                                                                                                                                                                                                          
|(7) | STANDARD CHARTERED BANKas agent of the other
      Finance Parties (the Senior Agent);                                                                                                                 
|    |                                                                                                                                                                                                          
|(8) | STANDARD CHARTERED BANKas security agent for the
      Secured Parties (the Security Agent); and                                                                                                       
|    |                                                                                                                                                                                                          
|(9) | MICAWBER 634 (PROPRIETARY) LIMITED, a private
      limited liability company incorporated under the laws of South Africa with
      registration no. 2007/025445/07 (the Plateau Security
  SPV).     

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

|1.  | DEFINITIONS AND INTERPRETATION                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                               
|1.1 | Definitions                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                               
|    | In this Agreement:                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                               
|    | Account Bank means Standard Chartered Bank
      acting in its capacity as Account Bank or such other Account Bank that is
      an Acceptable Bank as shall be appointed pursuant to the Accounts
      Agreement and in either case, which is able to open and maintain bank
      accounts for the relevant members of the Borrower Group at a Johannesburg
      branch.

- 1 -

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Accounting Reference Date
means 31 December of each year.

Accounts Agreement means the
accounts agreement in the agreed form, dated on or about the date of this
Agreement, between the Account Bank, the Senior Agent, the Security Agent and
the Borrower.

Acceptable Bank means:

| | (a) | Standard Chartered Bank; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | a South African bank or financial institution or the
      South African branch of a foreign bank or financial institution, in each
      case, which has a credit rating equivalent to the minimum of S & P or
      Fitch credit rating of AA-(zaf), or Moodys credit rating of Aa3za, a
      long-term national scale rating of A or higher by Standard & Poor's
      Rating Services or Fitch Ratings Ltd or A2 or higher by Moody's Investor
      Services Limited or a comparable rating from an internationally recognised
      credit rating agency; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | any other bank or financial institution approved by the
      Senior Agent in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Accounting Principles means
IFRS or, in relation to the Original Financial Statements of the Parent only,
generally accepted accounting practice as applied in Canada (but only in
relation to the Original Financial Statements of the Parent).

Acquisition means the
transaction pursuant to which the Parent will acquire an effective 51% interest
in Lebowa and an additional 1% interest in the Other Assets pursuant to the
acquisition by the Borrower of 51% of the shares in, and claims on shareholders
loan account against, Holdco, which will, upon implementation of the
transaction, own 100% issued share capital of Opco (which owns 100% of Lebowa),
LPM, Ga-Phasha, Boikgantsho and Kwanda, for an aggregate cash consideration of
ZAR2,600,000,000.

Acquisition Agreements means
the Boikgantsho Sale of Rights Agreement, the Kwanda Sale of Rights Agreement,
the Plateau Sale of Boikgantsho Shares and Claims Agreement, the Plateau Sale of
Kwanda Shares Agreement, the Plateau Sale of Ga-Phasha Shares and Claims
Agreement, the Holdco Sale of Shares Agreement, the Holdco Shareholders
Agreement, the Phase 3 Implementation Agreement, each of the Acquisition
Amendment Agreements relating to any of the aforementioned agreements and any
other agreement designated as an Acquisition Agreement by the Senior
Agent and the Borrower, in each case relating to the Acquisition.

Acquisition Amendment
Agreements means:

| | (a) | the Amendment to the Boikgantsho Sale of Rights
      Agreement;
| | --- | ----------------------------------------------------------------
| |     |                                                                 
| | (b) | the Amendment to the Kwanda Sale of Rights
    Agreement;       

- 2 -

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| | (c) | the Amendment to the Plateau Sale of Boikgantsho Shares
      and Claims Agreement;
| | --- | -----------------------------------------------------------------------------------
| |     |                                                                                    
| | (d) | the Amendment to the Plateau Sale of Kwanda Shares
      Agreement;                
| |     |                                                                                    
| | (e) | the Amendment to the Plateau Sale of Ga-Phasha Shares and
      Claims Agreement;  
| |     |                                                                                    
| | (f) | the Amendment to the Holdco Sale of Shares
    Agreement;                          
| |     |                                                                                    
| | (g) | the Amendment to the Holdco Shareholders
  Agreement;                              
| |     |                                                                                    
| | (h) | the Amendment to the Phase 3 Implementation
    Agreement.                         

Acquisition Conditions
Precedent means the conditions precedent stipulated in clause 4.1 of the
Phase 3 Implementation Agreement.

Acquisition Costs means all
fees, costs and expenses, stamp, registration and other Taxes incurred by the
Borrower or any other member of the Borrower Group in connection with the
Acquisition or the Transaction Documents.

Acquisition Documents means
each Phase 1 Acquisition Document, each Phase 2 Acquisition Document, each Phase
3 Acquisition Document, the Phase 3 Implementation Agreement, the Disclosure
Letter, the Transaction Framework Agreement, the Services Agreement(s), and any
other document designated as an Acquisition Document by the Senior
Agent and the Borrower.

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.

Amendment to the Boikgantsho Sale
of Rights Agreement means the amendment to the Boikgantsho Sale of Rights
Agreement in order to give effect to the transaction steps contemplated by Step
3 (Corporatisation of Boikgantsho and Kwanda Assets) of the Structure
Memorandum.

Amendment to the Kwanda Sale of
Rights Agreement means the amendment to the Kwanda Sale of Rights Agreement
in order to give effect to Step 3 (Corporatisation of Boikgantsho and Kwando
Assets) of the Structure Memorandum.

Amendment to the Plateau Sale of
Boikgantsho Shares and Claims Agreementmeans the amendment to the Plateau
Sale of Boikgantsho Shares and Claims Agreement in order to give effect to Step
5 (Sale of ARQ Interests in GP, BKG and KWD to LPM Holdco) of the
Structure Memorandum.

Amendment to the Plateau Sale of
Kwanda Shares Agreement means the amendment to the Plateau Sale of Kwanda
Shares Agreement in order to give effect to Step 5 (Sale of ARQ Interests in
GP, BKG and KWD to LPM Holdco) of the Structure Memorandum.

- 3 -

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Amendment to the Plateau Sale of
Ga-Phasha Shares and Claims Agreement means the amendment to the Plateau
Sale of Ga-Phasha Shares and Claims Agreement in order to give effect to Step 5
(Sale of ARQ Interests in GP, BKG and KWD to LPM Holdco) of the
Structure Memorandum.

Amendment to the Holdco Sale of
Shares Agreement means the amendment to the Holdco Sale of Shares Agreement
in order to give effect to Step 6 (RPM sells additional stake in LPM Holdco
to Plateau) of the Structure Memorandum.

Amendment to the Holdco
Shareholders Agreement means the amendment to the Holdco Shareholders
Agreement in order to give effect to Step 6 (RPM sells additional stake in
LPM Holdco to Plateau) of the Structure Memorandum.

Amendment to Phase 3 Implementation
Agreement means the amendment to the Phase 3 Implementation Agreement in
order to give effect to the steps contemplated by the Structure Memorandum.

Amendment to the RPM Sale of
Boikgantsho Shares and Claims Agreement means the amendment to the RPM Sale
of Boikgantsho Shares and Claims Agreement in order to give effect to Step 4
(Sale of RPM Interest in GP, BKG and KWD to LPM Holdco) of the
Structure Memorandum.

Amendment to the RPM Sale of Kwanda
Shares Agreement means the amendment to the RPM Sale Kwanda Shares
Agreement in order to give effect to Step 4 (Sale of RPM Interest in GP, BKG
and KWD to LPM Holdco) of the Structure Memorandum.

Amendment to the RPM Sale of
Ga-Phasha Shares and Claims Agreementmeans the amendment to the RPM Sale
of Ga-Phasha Shares and Claims Agreement in order to give effect to Step 4
(Sale of RPM Interest in GP, BKG and KWD to LPM Holdco) of the
Structure Memorandum.

Anglo means Anglo American
plc, a public company registered in England and Wales with registration no.
3564138.

Anglo Group means Anglo and
each of its direct and indirect Subsidiaries for the time being.

Anglo Platinum means Anglo
Platinum Limited, a public limited liability company incorporated under the laws
of South Africa with registration no. 1946/022452/06.

Annual Financial Statements
means the financial statements for a Financial Year delivered pursuant to
paragraph (a) of Clause 25.1 (Financial statements).

Anooraq Common Shares means
common shares, without par value, in the share capital of the Parent as such
shares are constituted on the date of this Agreement, as the same may be
reorganized, reclassified or otherwise changed pursuant to any Share Adjustment
Event.

- 4 -

---

Anooraq Community Participation
Trust means the share ownership trust established for the benefit of the
communities interested in or affected by the Parents operations, governed by a
trust deed, dated 28 March 2008, between the Parent, Anglo Platinum, Simon
Tebele, as trustee and Mmakgolo Meta Maponya, as trustee.

Anooraq Group means the
Parent, N1C Resources, N2C Resources, the Borrower, Holdco and Opco and each of
their respective direct and indirect Subsidiaries for the time being.

Anooraq Shareholder Loan means
a loan in the principal sum of ZAR70,000,000 or the principal amount outstanding
for the time being of that loan.

Anooraq Shareholder Loan
Agreement means the shareholder loan agreement in the agreed form, dated on
or about the date of this Agreement, between the Parent as lender and N1C
Resources as borrower pursuant to which the Parent agrees to lend the Anooraq
Shareholder Loan to N1C Resources to enable N1C Resources to fund the N1C
Resources Shareholder Loan.

Anooraq Shareholders Agreement
means the shareholders agreement, dated on or about the date of this Agreement,
made between Pelawan Investments, the Parent, Pelawan Trust and the Borrower,
which will replace, amongst others the Share Exchange Agreement and the Existing
Anooraq Shareholders Agreement.

Applicable Mine Plan means the
Mine Plan or, in the event the same is updated in accordance with the provisions
of Clause 25.5 (Mine Plan) and approved by the Senior Agent (acting on
the instructions of the Majority Lenders), the most recent such update so
approved in each case incorporating the then applicable Base Case Model.

Applicable Spot Rate of
Exchange means the Account Banks or Standard Banks spot rate of exchange
quoted by the Account Bank or Standard Bank (as applicable) as a market related
rate for the purchase of the relevant currency with Rands in the Johannesburg
foreign exchange market at or about 11:00 a.m. Johannesburg time on a particular
day.

Assignment Agreement means an
agreement substantially in the form set out in Schedule 6 (Form of Assignment
Agreement) or any other form agreed between the relevant assignor and
assignee.

Auditors means one of
PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or such
other firm approved in advance by the Majority Lenders (such approval not to be
unreasonably withheld or delayed).

Authorisation means any
authorisation, consent, approval, resolution, licence, exemption, filing,
agreement, certificate, notarisation, resolution, permit or registration or any
exemption from any of the aforesaid, by, with or from any authority which has
jurisdiction, control or authority over any party in connection with any
Transaction

- 5 -

---

Document, any of the steps, exercise of
rights or performance of obligations under any Transaction Document or in
connection with any aspect of the business or operations of a party (including
without limitation, any approvals required from the Exchange Control Department
of the South African Reserve Bank in relation to any Transaction Document or any
transaction contemplated under any Transaction Document and all necessary Mining
Licenses).

Availability Period means the
period from and including the date of this Agreement to and including the date
falling 30 (thirty) days after the date upon which the Senior Agent gives the
notification referred to in clause 4.1 (Initial Conditions Precedent)
provided that the Availability Period shall automatically expire on 30 September
2009.

Available Commitment means, in
relation to the Facility, a Lender's Commitment under the Facility minus the
amount (denominated in Rands) made available by that Lender through the Agent to
the Borrower pursuant to a Utilisation Request.

Available Facility means, in
relation to the Facility, the aggregate for the time being of each Lender's
Available Commitment in respect of the Facility.

B Preference Share Documents
means collectively

| | (a) | the RPM Pelawan SPV B1 Preference Share Subscription
      Agreement;        
| | --- | -----------------------------------------------------------------------------
| |     |                                                                              
| | (b) | the Pelawan SPV Forward Sale Agreement;                                      
| |     |                                                                              
| | (c) | the Plateau Forward Sale Agreement;                                          
| |     |                                                                              
| | (d) | the Pelawan SPV Share for Share Agreement;                                   
| |     |                                                                              
| | (e) | the Conversion Implementation Agreement;                                     
| |     |                                                                              
| | (f) | the Pelawan SPV Plateau B2 Preference Share Subscription
      Agreement; and
| |     |                                                                              
| | (g) | the Pelawan SPV Plateau B3 Preference Share Subscription
      Agreement.    

Base Case Model means the
financial model entitled LPM Opco Fin Model V4.2xls, or such other
model as updated before the Closing Date, setting out inter aliathe
projected production (if applicable), income, expenditure, actual and projected
cash flows, assets and liabilities of Opco, Holdco and the Borrower for the
period from 1 July 2009 to 30 June 2019 based on the Applicable Mine Plan and on
prudent assumptions (and including computations and methodology of calculating
ratios contained therein) in the agreed form prepared by the Borrower and
reviewed and approved by the Lenders Technical Advisor and the Lenders Model
Auditor as represented by material contained in or on the CD-ROM and any
printouts thereof endorsed by the Senior Agent as being the Base Case Model as
at the Closing Date as amended from time to time in accordance with the terms of
this Agreement so as to be consistent with the Applicable Mine Plan from time to
time.

- 6 -

---

BEE means broad based black
economic empowerment, as envisaged pursuant to the MPRD Act and related
legislation and guidelines, being a strategy aimed at substantially increasing
participation by HDPs at all levels in the economy of South Africa. BEE is aimed
at redressing the imbalances of the past caused by the Apartheid system in South
Africa, by seeking to substantially and equitably increase the ownership and
management of South Africas resources by the majority of its citizens and so
ensure broader and more meaningful participation in the economy by HDPs.

Boikgantsho means Boikgantsho
Platinum Mine (Proprietary) Limited, a private limited liability company
incorporated under the laws of South Africa with registration no.
2003/012394/07, which will, upon the closing of the Acquisition, be a
wholly-owned subsidiary of Holdco.

Boikgantsho Project means the
Boikgantsho PGM project, a BEE Joint Venture located on the Eastern Limb of the
Bushveld Complex in South Africa, on the Drenthe and Witrivier farms, and the
northern portion of the Overysel farm.

Boikgantsho Sale of Rights
Agreement means the sale of rights agreement, dated 28 March 2008, between
RPM, the Borrower and Boikgantsho, pursuant to which RPM and the Borrower will
each sell all of their respective interests in, and assets relating to, the
Boikgantsho Project, to Boikgantsho.

Bokoni Platinum Mine ESOP
Trust means the share ownership trust established for the benefit of
employees of Opco, governed by a trust deed entered into between Anglo Platinum,
as founder, the Parent, Meroonisha Pillay, as trustee and Mmakgolo Meta Maponya,
as trustee, dated on or about 28 March 2008.

Borrower Business Account
means the Rand denominated bank account[s] referred to in Clause 27.40
(b) (ii) (Accounts):

| | (a) | held in South Africa by the Borrower with Standard
      Bank;                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                    
| | (b) | identified in a letter between the Borrower, the Senior
      Agent and Standard Bank as a Borrower Business Account;                              
| |     |                                                                                                                                                    
| | (c) | subject to Security in favour of the Plateau Security SPV
      which Security is in form and substance satisfactory to the Senior Agent;
      and
| |     |                                                                                                                                                    
| | (d) | from which no withdrawals may be made by the Borrower
      except as contemplated by this Agreement and the Intercreditor
      Agreements,       

(as the same may be redesignated,
substituted or replaced from time to time).

Borrower Business Revenue
means all income or revenue received by or paid to the Borrower of whatsoever
nature.

Borrower Cash Waterfall has
the meaning given to it in the Global Intercreditor Agreement.

- 7 -

---

Borrower Certificationmeans a
certification by the Borrower (in a form acceptable to the Senior Agent)
delivered by the Borrower to the Senior Agent not less than 10 (ten) Business
Days prior to a Repayment Date, Interest Payment Date or the last day of an
Interest Period which is not itself an Interest Payment Date, as applicable and
which certifies any of the matters required to be certified as contemplated in
clauses 10.1 (Repayment of Loan and Rollup Interest Loan) and 14.2
(Payment of Interest) and which shall: (i) be based on management
accounts (ii) reflect provisions for the working capital requirements as
referred to in paragraph (e) of the definition of Opco Cash Waterfall in the
Global Intercreditor Agreement, and (iii) include calculations of the relevant
certified amounts referred to therein, which certification shall be binding on
the Parties in the absence of manifest error.

Borrower Group means N1C
Resources, N2C Resources, the Borrower, Holdco, Opco and each of their
respective direct of indirect Subsidiaries for the time being (and which will
include with effect from the Closing Date the Holdco Group).

Borrower Proceeds Account
means the Rand denominated bank account referred to in Clause 27.40(b)(i)
(Accounts):

| | (a) | held in South Africa by the Borrower with the Account
      Bank;                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                    
| | (b) | identified in a letter between the Borrower, the Senior
      Agent and the Account Bank as the Borrower Proceeds Account;                         
| |     |                                                                                                                                                    
| | (c) | subject to Security in favour of the Plateau Security SPV
      which Security is in form and substance satisfactory to the Senior Agent;
      and
| |     |                                                                                                                                                    
| | (d) | from which no withdrawals may be made by the Borrower
      except as contemplated by this Agreement and the Intercreditor
      Agreements,       

(as the same may be redesignated,
substituted or replaced from time to time).

Borrowings has the meaning
given to that term in Clause 26.1 (Financial definitions).

Brakfontein Merensky Project
means the 120Ktpm Brakfontein Merensky project at Lebowa, comprising a decline
shaft system and its associated infrastructure, including an expansion of the
existing Merensky concentrator plant.

Break Costs means the amount
(if any) by which:

| | (a) | the interest 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;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 8 -

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exceeds:

| | (b) | 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 in the relevant currency 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Break Gains means the amount
(if any) by which the amount contemplated in paragraph (b) of the definition of
Break Costs exceeds the amount contemplated in paragraph (a) of the
definition of Break Costs.

Business Day means a day
(other than a Saturday or Sunday) on which banks are open for general business
in Johannesburg and London.

Capital Expenditure means any
expenditure or obligation in respect of expenditure which, in accordance with
the Accounting Principles, is treated as capital expenditure (and including the
capital element of any expenditure or obligation incurred in connection with a
Finance Lease) and, in the case of Opco, which is included in the Base Case
Model or otherwise approved by the Senior Agent (acting on the instructions of
the Majority Lenders).

Cash means, at any time, cash
denominated in Rand or Dollars in hand or at bank and (in the latter case)
credited to an account in the name of the Borrower with an Acceptable Bank and
to which the Borrower is alone beneficially entitled and for so long as:

| | (a) | that cash is repayable on demand;                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                       
| | (b) | repayment of that cash is not contingent on the prior
      discharge of any other indebtedness of the Borrower or of any other person
      whatsoever or on the satisfaction of any other condition;
| |     |                                                                                                                                                                                                       
| | (c) | there is no Security over that cash except for
      Transaction Security; and                                                                                                                        
| |     |                                                                                                                                                                                                       
| | (d) | the cash is freely and immediately available to be
      applied in repayment or prepayment of the
Facilities.                                                                                        

Cash Equivalent Investments
means at any time:

| | (a) | certificates of deposit maturing not later than the next
      succeeding Repayment Date after the date on which the investment is made
      and issued by an Acceptable Bank;                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | any investment in marketable debt obligations issued or
      guaranteed by the government of the United States of America, the United
      Kingdom, South Africa, any member state of the European Economic Area or
      any Participating Member State or by an instrumentality or agency of any
      of them having an equivalent credit rating, maturing not later than the
      next succeeding

- 9 -

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| |     | Repayment Date after the date on which the investment is
      made and not convertible or exchangeable to any other security;                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | commercial paper not convertible or exchangeable to any
      other security for which a recognised trading market exists;                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | sterling bills of exchange eligible for rediscount at the
      Bank of England and accepted by an Acceptable Bank (or their
      dematerialised equivalent);                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | any investment in money market funds which (i) have a
      long term national scale credit rating of either A-1 or higher by Standard
      & Poor's Rating Services or F1 or higher by Fitch Ratings Ltd or P-1
      or higher by Moody's Investor Services Limited, (ii) invest substantially
      all their assets in securities of the types described in paragraphs (a) to
      (d) above and (iii) can be turned into Cash by not later than the next
      succeeding Repayment Date after the date on which the investment is made;
      or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) | any other debt security approved by the Majority
      Lenders,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

in each case, denominated in Rand and
to which any of the Borrower, Holdco or Opco is alone (or together with any of
the other them) entitled at that time and which is not issued or guaranteed by
any member of the Borrower Group or the Anooraq Group or subject to any Security
(other than Security arising under the Transaction Security Documents) and the
proceeds of which are capable of being remitted to the Borrower, Holdco or Opco.

Change of Control means:

| | (a) | HDPs cease to have direct or indirect legal and
      beneficial ownership of at least 51% of the issued equity share capital of
      Pelawan Investments;                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                           
| | (b) | Pelawan Investments ceases to be the beneficiary of
      Pelawan Trust and/or Pelawan Dividend Trust (other than in circumstances
      where Pelawan Trust and Pelawan Dividend Trust are terminated and the
      Pelawan Anooraq Common Shares are distributed in specieto Pelawan
      Investments);

- 10 -

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| | (c) | the Pelawan Group ceases to have direct or indirect legal
      and beneficial ownership of at least 51% of the issued equity share
      capital of the Anooraq Group;                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                               
| | (d) | a Change of Controlas defined in the Holdco
      Shareholders Agreement which is not remedied or cured in accordance with
      and within the applicable remedy or cure periods referred to in the Holdco
      Shareholders Agreement;                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                               
| | (e) | the Parent ceases to have legal and beneficial ownership
      of 100% of the issued equity share capital of N1C Resources;                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                               
| | (f) | N1C Resources ceases to have legal and beneficial
      ownership of 100% of the issued equity share capital of N2C
    Resources;                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                               
| | (g) | N2C Resources ceases to have legal and beneficial
      ownership of 100% of the issued ordinary equity share capital of the
      Borrower except on a temporary intra-day basis pursuant to the steps
      required to convert the convertible preference shares as contemplated by
      the B Preference Share Documents;
| |     |                                                                                                                                                                                                                                                                                                                               
| | (h) | the Borrower ceases after the Closing Date to have legal
      and beneficial ownership of at least 51% of the issued equity share
      capital of Holdco;                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                               
| | (i) | RPM ceases to have legal and beneficial ownership of at
      least 25.1% of the issued equity share capital of Holdco;                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                               
| | (j) | Holdco ceases to have legal and beneficial ownership of
      100% of the issued equity share capital of Opco;                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                               
| | (k) | any person or group of persons acting in concert gains
      direct or indirect control of the Parent;                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                               
| | (l) | any person or group of persons acting in concert gains
      direct or indirect control of Pelawan Investments (other than pursuant to
      an Excluded Change(as defined in the Holdco Shareholders
      Agreement as at the date of this Agreement)).                                                                   

For the purposes of this definition:

| | (a) | control in relation to a person means:
| | --- | ----------------------------------------
| |     |                                         
| |     | (i)                                     
| |     |                                         
| |     |                                         
| |     |                                         
| |     |                                         

- 11 -

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| | (C) | give directions with respect to the operating and
      financial policies of that person, with which the directors or other
      equivalent officers of that person are obliged to comply;
  and/or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the holding beneficially of more than 35% of the issued
      equity share capital of that person;
| | ---- | --------------------------------------------------------------------------------------------------

| | (b) | 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 a person by any of them, either directly or indirectly, to
      obtain or consolidate control of that person;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                             
| | (c) | equity share capital in relation to a person,
      means that persons issued share capital (excluding any part of that
      issued share capital that carries no right to participate beyond a
      specified amount in a distribution of either profits or
  capital).                                                               

Closing Date means the
Closing Date as defined in the Phase 3 Implementation Agreement.

Commitment means:

| | (a) | in relation to an Original Lender, the amount in Rands
      set opposite its name under the heading Commitment in Part II of
      Schedule 1 (The Original Parties) and the amount of any other
      Commitment transferred to it under this Agreement; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                 
| | (b) | in relation to any other Lender, the amount of any
      Commitment transferred to it under this Agreement,                                                                                                                                                     

to the extent not cancelled, reduced or
transferred by it under this Agreement.

Community Trust Issue means
the subscription by the Anooraq Community Trust for 9,799,505 Anooraq Common
Shares on or before the Closing Date for a purchase price of ZAR8,09 in
accordance with the Community Trust Documents, and the net proceeds of which
will be used to fund the Anooraq Shareholder Loan.

Community Trust Documents
means the Community Trust Subscription Agreement and any other document which
relates to or is ancillary to the Community Trust Issue.

Community Trust Subscription
Agreement means the subscription agreement in the agreed form, dated on or
about the date of this Agreement, between the Parent and the Anooraq Community
Participation Trust relating to the Community Trust Issue.

Companies Act means the
Companies Act, 1973 of South Africa.

- 12 -

---

Completion means the
completion of the Restructuring and the Acquisition in accordance with the terms
of each Acquisition Document and steps 1 (Asset and loan impairment) to 7
(Capital rebalance) of the Structure Memorandum.

Compliance Certificate means a
certificate substantially in the form set out in Schedule 9 (Form of
Compliance Certificate) or otherwise in form and substance satisfactory to
the Senior Agent.

Confidentiality Undertaking
means a confidentiality undertaking substantially in a recommended form of the
LMA as set out in Schedule 10 (LMA form of Confidentiality Undertaking)
or in any other form agreed between the Borrower and the Arranger.

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 and articles of association, certificate of
incorporation or commercial registration certificate).

Contractor Agreement means the
contractor agreement, dated 21 December 2007, between LPM and Opco, pursuant to
which LPM appointed Opco as an independent contractor in terms of section 101 of
the MPRD Act to undertake Mining in the Lebowa Area.

Conversion Implementation
Agreement means the Conversion Implementation Agreement as defined in the
RPM Funding Common Terms Agreement.

Counter Indemnity Agreements
means collectively, the Opco Counter Indemnity Agreements and the Plateau
Counter Indemnity Agreement.

CPI means the consumer price
index as published from time to time by Statistics South Africa, which is
referred to as Consumer Price Index (CPI) for all urban areas in
Statistical Release P0141, or such index for CPI as determined by Statistics
South Africa and as may replace or supersede the same, provided that if, after
the Signature Date:

| | (a) | such index shall cease to be published; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | either the Senior Agent acting on behalf of the Majority
      Lenders or the Borrower should notify the other on reasonable grounds
      that, due to a change in circumstances, the index is no longer
      representative, then, in any such circumstances, the Senior Agent and the
      Borrower will use such other official information or index calculating the
      rate of inflation as may be available and acceptable to them, or failing
      such acceptance, then, for the purposes of the Finance Documents, an
      alternative index (which reasonably approximates what CPI measured before
      the index ceased to be published or was no longer representative) shall be
      determined by the chief economist of Standard Chartered Bank (Africa)
      which determination shall be binding upon the
Parties.

- 13 -

---

Dangerous Substance means any
radioactive emissions and any natural or artificial substance (whether in solid
or liquid form or in the form of a gas or vapour and whether alone or in
combination with any other substance) capable of causing harm to man or any
other living organism supported by the environment or damaging the environment
or public health or welfare including but not limited to any controlled,
special, hazardous, toxic, radioactive or dangerous waste.

Debt Guarantees means
collectively, the Opco Debt Guarantees and the Plateau Debt Guarantees.

Default means an Event of
Default or any event or circumstance specified in Clause 28 (Events of
Default) which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Finance Documents or any
combination of any of the foregoing) be an Event of Default.

Delegate means any delegate,
agent, attorney or trustee appointed by the Plateau Security SPV or the Security
Agent.

Disbursement Account means the
Rand denominated bank account referred to in Clause 27.40(a) (Accounts):

| | (a) | held in South Africa by the Borrower with the Account
      Bank;                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                
| | (b) | identified in a letter between the Borrower and the
      Senior Agent as the Disbursement Account; and                                        
| |     |                                                                                                                                                
| | (c) | subject to Security in favour of the Plateau Security SPV
      which Security is in form and substance satisfactory to the Senior
      Agent,

(as the same may be redesignated,
substituted or replaced from time to time).

Disclosure Letter means the
disclosure letter in the agreed form furnished by RPM to the Borrower in
accordance with the terms of the Holdco Sale of Shares Agreement substantially
in the form of the draft annexed to the Holdco Sale of Shares Agreement as
Schedule 2.

Disclosure Schedule means the
disclosure schedule delivered by the Borrower to the Senior Agent on the
Signature Date;

Disposal means a sale, lease,
license, transfer, loan or other disposal by a person of any asset, undertaking
or business (whether by a voluntary or involuntary single transaction or series
of transactions).

Disruption Event means either
or both of:

| | (a) | 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 Facility
      (or otherwise in order for the transactions contemplated by the Finance
      Documents to be carried out)
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 14 -

---

| |     | which disruption is not caused by, and is beyond the
      control of, any of the Parties; or                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                
| | (b) | 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:
| |     |                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                
| |     | and which (in either such case) is not caused by, and is
      beyond the control of, the Party whose operations are
  disrupted.                                                                              

DM means the Department of
Minerals and Energy of the Republic of South Africa and its successors.

Dormant Subsidiary means a
member of the Anooraq Group, the Borrower Group or the Holdco Group which does
not trade (for itself or as agent for any person) and does not own, legally or
beneficially, assets (including, without limitation, indebtedness owed to it)
which in aggregate have a value of ZAR1,000 or more or its equivalent in other
currencies.

Electricity Supply Agreement
means the electricity supply agreement concluded or to be concluded between
Eskom Holdings Limited and Opco relating to the supply of electricity to Lebowa.

Environmental Claim means any
claim, proceeding, formal notice or investigation by any person in respect of
any Environmental Law.

Environmental Contamination
means each of the following and their consequences:

| | (a) | any release, emission, leakage or spillage of any
      Dangerous Substance into any part of the environment;                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                              
| | (b) | any accident, fire, explosion or sudden event in relation
      to the Project which is directly or indirectly caused by or attributable
      to any Dangerous Substance; or
| |     |                                                                                                                                                                              
| | (c) | any pollution of the environment.                                                                                                                                            

Environmental Law means any
applicable law or regulation which relates to:

| | (a) | the pollution or protection of the environment;
| | --- | -----------------------------------------------
| |     |                                                
| | (b) | harm to or the protection of human health;     
| |     |                                                
| | (c) | the conditions of the workplace;
or            

- 15 -

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| | (d) | any emission or substance capable of causing harm to any
      living organism or the environment,
| | --- | --------------------------------------------------------------------------------------------------

including, without limitation, National
Environmental Management Act, 1998 of South Africa and the National Water Act,
1998 of South Africa.

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 member of the Borrower Group conducted on or from the properties
owned or used by any member of the Borrower Group.

Environmental Report means the
environmental compliance report prepared by Coffey Mining (South Africa)
(Proprietary) Limited, trading as RSG Global and dated September 2008 relating
to compliance by Lebowa with the Equator Principles and addressed to, and/or
capable of being relied upon by, the Finance Parties.

EPCM Agreements means the
engineering, procurement and construction management agreements and other
construction agreements all as specified in Schedule 4 (EPCM
Agreements).

Equator Principles means the
framework for the management of environmental and social issues in project
financing published at www.equator-principles.com.

ESOP Issue means the
subscription by Bokoni Platinum Mine ESOP Trust for 4,497,062 Anooraq Common
Shares on or before the Closing Date for a purchase price of ZAR8,09 in
accordance with the ESOP Documents, and the net proceeds of which will be used
to fund the Anooraq Shareholder Loan.

ESOP Documents means the ESOP
Subscription Agreement and any other document which relates to or is ancillary
to the ESOP Issue.

ESOP Subscription Agreement
means the subscription agreement in the agreed form, dated on or about the date
of this Agreement, between the Parent and Bokoni Platinum Mine ESOP Trust
relating to the ESOP Issue.

Event of Default means any
event or circumstance specified as such in Clause 28 (Events of Default).

Excluded Subsidiaries means
Anooraq Minera Mexicana and its direct or indirect Subsidiaries.

Existing Anooraq Shareholders
Agreement means the shareholders agreement, dated 19 September 2004, made
between the Parent, Pelawan Investments and Pelawan Trust.

Existing Operational Guarantee
means a guarantee existing as at the Signature Date and disclosed in Schedule 5
(Existing Operational Guarantees).

- 16 -

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Facility means the term loan
facility made available under this Agreement as described in Clause 2.1 (The
Facilities).

Facility Office means:

| | (a) | in respect of a Lender, the office or offices notified by
      that Lender to the Senior Agent in writing on or before the date it
      becomes a Lender (or, following that date, by not less than 5 (five)
      Business Days' written notice) as the office or offices through which it
      will perform its obligations under this Agreement; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                          
| | (b) | in respect of any other Finance Party, the office in the
      jurisdiction in which it is resident for tax
purposes.                                                                                                                                                                                                                                    

Facility Period means the
period starting on the date of this Agreement and ending on the date on which
all the obligations and liabilities (other than contingent liabilities) of the
Obligors under the Finance Documents are discharged in full and no Finance Party
has any Commitment under the Finance Documents.

Fee Letter means any letter or
letters, dated on or before the Closing Date, between, as the case may be, (a)
the Arranger and the Borrower, (b) the Senior Agent and the Borrower, (c) the
Security Agent and the Borrower, (d) the Plateau Security SPV, GMG and the
Borrower, and (e) the Opco Security SPV, GMG and the Borrower, in each case
setting out any of the fees referred to in Clause 17 (Fees).

Finance Document means:

| | (a) | this Agreement;                     
| | --- | ------------------------------------
| |     |                                     
| | (b) | the Plateau Funding Loan Agreement; 
| |     |                                     
| | (c) | the Opco Funding Loan Agreement;    
| |     |                                     
| | (d) | the Accounts Agreement;             
| |     |                                     
| | (e) | the Mandate Letter;                 
| |     |                                     
| | (f) | any Compliance Certificate;         
| |     |                                     
| | (g) | any Fee Letter;                     
| |     |                                     
| | (h) | any Plateau Hedging Document;       
| |     |                                     
| | (i) | the Plateau Intercreditor Agreement;
| |     |                                     
| | (j) | the Global Intercreditor Agreement; 
| |     |                                     
| | (k) | each Transaction Security Document; 
| |     |                                     
| | (l) | any Utilisation Request;            
| |     |                                     
| | (m) | any Reliance Letter;                

- 17 -

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| | (n) | the First Ranking Opco Debt Guarantee and the First
      Ranking Plateau Debt Guarantee;                  
| | --- | -----------------------------------------------------------------------------------------------------------
| |     |                                                                                                            
| | (o) | each Counter Indemnity Agreement, other than the Second
      Ranking Opco Counter Indemnity Agreement; and
| |     |                                                                                                            
| | (p) | each Security SPV Document,                                                                                

and any other document designated as a
Finance Document by the Senior Agent and the Borrower.

Finance Lease has the meaning
given to it in Clause 26.1 (Financial Definitions).

Finance Party means the Senior
Agent, the Arranger, the Security Agent, a Lender, the Plateau Security SPV, the
Opco Security SPV and each Plateau Hedge Counterparty.

Financial Due Diligence Report
means the report by PricewaterhouseCoopers Inc. dated on or before the Closing
Date relating to Opco and addressed to, and/or capable of being relied upon by,
the Finance Parties.

Financial Half-Year means the
period commencing on the day after one Semi-Annual Date and ending on the next
Semi-Annual Date.

Financial Indebtedness means
any indebtedness for or in respect of:

| | (a) | moneys borrowed and debit balances at banks or other
      financial institutions;                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                
| | (b) | any amount raised by acceptance under any acceptance
      credit or bill discounting facility (or dematerialised
  equivalent);                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                
| | (c) | any amount raised pursuant to any note purchase facility
      or the issue of bonds, notes, debentures, loan stock or any similar
      instrument;                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                
| | (d) | the amount of any liability in respect of Finance
      Leases;                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                
| | (e) | receivables sold or discounted (other than any
      receivables to the extent they are sold on a non-recourse basis and meet
      any requirement for de-recognition under the Accounting
  Principles);                                                                                     
| |     |                                                                                                                                                                                                                                                                                                
| | (f) | any Treasury Transaction (and, when calculating the value
      of that Treasury 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
      Treasury Transaction, that amount) shall be taken into account);
| |     |                                                                                                                                                                                                                                                                                                
| | (g) | any counter-indemnity obligation in respect of a
      guarantee, bond, standby or documentary letter of credit or any other
      instrument issued by a bank or financial
institution;                                                                                                       

- 18 -

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| | (h) | any amount raised by the issue of redeemable shares which
      are redeemable (other than at the option of the issuer) before the
      Termination Date or are otherwise classified as borrowings under the
      Accounting Principles);                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (i) | any amount of any liability under an advance or deferred
      purchase agreement if (i) one of the primary reasons behind entering into
      the agreement is to raise finance or to finance the acquisition or
      construction of the asset or service in question or (ii) the agreement is
      in respect of the supply of assets or services and payment is due more
      than 90 (ninety) days after the date of supply;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (j) | any amount raised under any other transaction (including
      any forward sale or purchase, sale and sale back or sale and leaseback
      agreement) which would be classified as borrowings under the Accounting
      Principles; and                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (k) | the amount of any liability in respect of any guarantee
      for any of the items referred to in paragraphs (a) to (j)
  above.                                                                                                                                                                                                                                                                                                    

Financial Quarter means the
period commencing on the day after one Quarter Date and ending on the next
Quarter Date.

Financial Year means the
annual accounting period of the Anooraq Group, the Borrower Group and the Holdco
Group ending on the Accounting Reference Date.

First Ranking Opco Counter
Indemnity Agreement means the counter indemnity agreement, dated on or
about the date of this Agreement, between Opco and the Opco Security SPV
pursuant to which Opco indemnifies and holds the Opco Security SPV harmless in
respect of claims made against the Opco Security SPV under the First Ranking
Opco Debt Guarantee.

First Ranking Opco Debt
Guarantee means the debt guarantee in the agreed form, dated on or about
the date of this Agreement, issued by the Opco Security SPV in favour of Holdco
for the obligations of Opco owed to Holdco under the Opco Funding Loan
Agreement.

First Ranking Plateau Debt
Guarantee means the debt guarantee in the agreed form, dated on or about
the date of this Agreement, issued by the Plateau Security SPV in favour of the
Finance Parties for the obligations of the Obligors owed to the Finance Parties
under the Finance Documents.

Force Majeure means
circumstances or an event beyond the reasonable control of the Borrower which,
despite the exercise of diligent efforts, the Borrower was unable to prevent,
limit or minimise, including (without limitation) any act of God, any act or
omission of a competent authority, war, (whether declared or not), military
operations, insurrection or civil disorder, riot, strikes (except strikes by or
affecting employees of the Borrower as a result of any unlawful act or omission
of the Borrower), civil commotion, invasion, armed conflict, hostile act of
foreign enemy, act of terrorism, sabotage, radiation, plague or epidemic, a
continuing emergency situation, fire, lightning, explosion or any other such
cause.

- 19 -

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Fourth Ranking Plateau Debt
Guarantee means the debt guarantee in the agreed form, dated on or about
the date of this Agreement, issued by the Plateau Security SPV in favour of RPM
for the obligations of the Borrower owed to RPM under the RPM Plateau A
Preference Share Subscription Agreement.

Funding Loan Agreements means
collectively, the Opco Funding Loan Agreement and the Holdco Funding Loan
Agreements.

Funds Flow Statement means a
funds flow statement in the agreed form.

Ga-Phasha means Ga-Phasha
Platinum Mine (Proprietary) Limited (formerly Micawber 277), a private limited
liability company incorporated under the laws of South Africa with registration
no. 2002/016481/07 which holds the mineral title in relation to the Ga-Phasha
Project.

Ga-Phasha Business means the
business (together with all of its components, parts, assets and/or
liabilities), as a going concern, of Ga-Phasha as at the Closing Date.

Ga-Phasha Project means the
Ga-Phasha PGM project, a BEE Joint Venture located on the Eastern Limb of the
Bushveld Complex in South Africa, on the Paschaskraal, Klipfontein, Avoca and De
Kamp farms.

Global Intercreditor Agreement
means the global intercreditor agreement in the agreed form, dated on or about
the date of this Agreement, between the Senior Agent, the Security Agent, the
Borrower, RPM, Holdco, Opco, the Parent, N1C Resources, N2C Resources, the Opco
Security SPV and the Plateau Security SPV.

GMG means GMG Trust Company
(SA) (Proprietary) Limited, a private limited liability company incorporated
under the laws of South Africa with registration no. 2006/013631/07 (previously
Sentinel Corporate Fiduciary Services).

GP Loan means the loan in the
principal amount of approximately ZAR93,260,853 owed by the Borrower to RPM as
at the date of this Agreement relating to the financing of the development of
the Ga-Phasha Project.

Group Structure Charts means
the Anooraq Group and the Borrower Group structure charts in the agreed form.

Guarantor means the Original
Guarantor and any other person that accedes to this Agreement as a Guarantor.

HDP means:

| | (a) | an Historically Disadvantaged Person as defined in the
      MPRD Act, provided that a trust that is an HDP by virtue of the provisions
      of paragraph (b) of this definition and a company that is an HDP by virtue
      of the provisions of paragraph (c) of this definition will (for purposes
      of both paragraphs (a) and (c) of the definition of Historically
      Disadvantaged Person in the MPRD Act) be
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 20 -

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| |     | regarded to be a person contemplated in paragraph (a) of
      the definition of Historically Disadvantaged Person in the MPRD Act;
    or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                           
| | (b) | a trust:                                                                                                                                  
| |     |                                                                                                                                           
| |     | (i)                                                                                                                                       
| |     |                                                                                                                                           
| |     | (ii)                                                                                                                                      
| |     |                                                                                                                                           
| | (c) | a company wholly owned by:                                                                                                                
| |     |                                                                                                                                           
| |     | (i)                                                                                                                                       
| |     |                                                                                                                                           
| |     | (ii)                                                                                                                                      

Holdco means Richtrau No. 179
(Proprietary) Limited, a private limited liability company incorporated under
the laws of South Africa with registration no. 2007/106711/07, which will, upon
completion of the Acquisition, hold 100% of LPM, Opco, Ga-Phasha, Boikgantsho
and Kwanda and is to be renamed Bokoni Platinum Holdings (Proprietary) Limited
following completion of the Acquisition.

Holdco Business Account means
the Rand denominated bank account referred to in Clause 27.40(b)(ii)
(Accounts):

| | (a) | held in South Africa by Holdco with Standard
  Bank;                                                                                           
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                
| | (b) | identified in a letter between the Borrower, the Senior
      Agent and the Account Bank as the Holdco Business Account;                       
| |     |                                                                                                                                                
| | (c) | subject to Security in favour of the Borrower and RPM
      which Security is in form and substance satisfactory to the Senior Agent;
      and
| |     |                                                                                                                                                
| | (d) | from which no withdrawals may be made by Holdco except as
      contemplated by this Agreement and the Intercreditor
  Agreements,             

(as the same may be redesignated,
substituted or replaced from time to time).

- 21 -

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Holdco Cash Waterfall has the
meaning given to it in the Global Intercreditor Agreement.

Holdco Funding Loan Agreements
means collectively, the Plateau Funding Loan Agreement and the RPM Funding Loan
Agreement.

Holdco Group means Holdco,
Opco, Boikgantsho, Ga-Phasha and Kwanda and each of their respective direct or
indirect Subsidiaries for the time being.

Holdco Guarantee means the
written guarantee concluded or to be concluded between Holdco and RPM pursuant
to which Holdco guarantees the obligations of the Borrower under the RPM Plateau
A Preference Share Subscription Agreement.

Holdco Opco A Preference Share
Subscription Agreement means the written preference share subscription
agreement concluded or to be concluded between Holdco and Opco on or about the
Signature Date and pursuant to which Holdco is to subscribe for certain
preference shares in Opco and includes the terms of issue.

Holdco Opco Ordinary Share
Subscription Agreement means the written ordinary share subscription
agreement concluded or to be concluded between Holdco and Opco on or about the
Signature Date and pursuant to which Holdco is to subscribe for certain ordinary
shares in Opco.

Holdco Sale of Shares
Agreement means the sale of shares agreement, dated 28 March 2008, between
the Borrower, RPM and Anglo Platinum, pursuant to which (taking into account the
Amendment to the Holdco Sale of Shares Agreement), the Borrower will purchase
and RPM will sell 11,93% of the issued share capital of, and 51% of RPMs claims
on shareholders loan account against, Holdco for an aggregate cash consideration
of ZAR2,600,000,000.

Holdco Security Documents
means each of the documents listed as being a Holdco Security Document in Part 2
of Schedule 13 (Transaction Security Documents) together with any other
document entered into by Holdco creating or expressed to create any Security
over all or any of its assets in respect of any of the obligations of Holdco
under the Holdco Funding Loan Agreements or under the Holdco Guarantee.

Holdco Shareholder Loan
Agreement means the Holdco shareholder loan agreement, dated 19 March 2008,
between RPM as lender and Holdco as borrower.

Holdco Shareholders Agreement
means the shareholders agreement, dated 28 March 2008, between the Borrower,
RPM and Holdco, to govern the relationship between the Borrower and RPM as
shareholders of Holdco and the Holdco Group.

Holding Company means, in
relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary.

IFRS means international
accounting standards within the meaning of IAS Regulation 1606/2002 to the
extent applicable to the relevant financial statements.

- 22 -

---

Indexed means, in relation to
any sum, that sum adjusted annually to take account of year-on-year changes in
the CPI since 30 June 2009.

Information Memorandum means
the document in the form approved by the Borrower to be prepared in relation to
this transaction, approved by the Borrower and distributed by the Arranger prior
to the Syndication Date in connection with the syndication of the Facilities as
amended or supplemented where such amendments or supplements are approved by the
Borrower.

Information Package means the
Reports and the Base Case Model.

Insurance Report means an
insurance report prepared by Alexander Forbes and dated on or before the Closing
Date and addressed to, and/or capable of being relied upon by, the Finance
Parties.

Insurances means all contracts
and policies of insurance and re-insurance of any kind which are taken out or
effected by, or on behalf of, any member of the Borrower Group or (to the extent
of its interest) in which any member of the Borrower Group has an interest.

Intellectual Property means:

| | (a) | any patents, trade marks, service marks, designs,
      business names, copyrights, design rights, moral rights, inventions,
      confidential information, knowhow and other intellectual property rights
      and interests, whether registered or unregistered; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                         
| | (b) | the benefit of all applications and rights to use such
      assets of each member of the Borrower Group.                                                                                                                                                               

Intercreditor Agreements means
collectively, the Global Intercreditor Agreement and the Plateau Intercreditor
Agreement.

Interest Payment Date means 31
July and 31 January in each calendar year and the Termination Date.

Interest Period means, in
relation to a Loan, each period determined in accordance with Clause 15
(Interest Periods) and, in relation to an Unpaid Sum, each period
determined in accordance with Clause 14.3 (Default interest).

Interim Skills Transfer
Agreement means the interim skills transfer agreement, dated 28 March 2008,
between the Borrower and RPM pursuant to which RPM shall, during the period
commencing on 28 March 2008 and ending on the Closing Date, transfer certain
skills to specified Borrower representatives and/or employees.

JIBAR means for any Interest
Period in relation to the Rand Loan:

| | (a) | the applicable Screen Rate for JIBAR;
or
| | --- | ----------------------------------------

- 23 -

---

| | (b) | (if no Screen Rate is available for such Interest Period)
      the arithmetic mean of the rates (rounded upwards to four decimal places)
      as supplied to the Senior Agent at its request quoted by the Reference
      Banks to leading banks in the Johannesburg interbank
  market,
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

as of 11:00 a.m., Johannesburg time, on
the Quotation Day for the offering of deposits in Rand and for a period
comparable to the Interest Period of the relevant Loan.

Joint Venture means any joint
venture entity, whether a company, unincorporated firm, undertaking,
association, joint venture or partnership or any other entity.

Key Management Positions means
collectively, the chief executive officer of the Parent, the chief financial
officer of the Parent and the head of corporate and business development of the
Parent and Key Management Position means, as the context requires, any
one of them.

Kwanda means Kwanda Platinum
Mine (Proprietary) Limited, a private limited liability company incorporated
under the laws of South Africa with registration no. 2008/003368/07, which will,
upon the closing of the Acquisition, be a wholly-owned subsidiary of Holdco.

Kwanda Project means the
Kwanda PGM Project, a BEE Joint Venture located on the Northern Limb of the
Bushveld Complex in South Africa, on 12 farms.

Kwanda Sale of Rights
Agreement means the sale of rights agreement, dated 28 March 2008, between
RPM, the Borrower and Kwanda, pursuant to which each of RPM and The Borrower
will sell all of their respective interests in, and assets relating to, the
Kwanda Project, to Kwanda.

Land Rights means all
contractual rights and other rights of Opco in respect of the use of immovable
property within the Lebowa Area acquired from LPM pursuant to the Sale of Lebowa
Business Agreement as listed in Annexure 3 to the Sale of Lebowa Business
Agreement.

Lebowa means the Lebowa
Platinum Mine operations including, a PGM mine located on the Eastern Limb of
the Bushveld Complex in South Africa, on the Diamand, Wintersveld, Jagdlust,
Middelpunt, Umkoanesstad and Zeekoegat farms.

Lebowa Area means the Lebowa
Area, as indicated on the map annexed as Schedule 3 to the Holdco Sale of Shares
Agreement and comprising the following properties: the farm Diamand 422 KS,
portion of the farm Zeekoegat 421 KS, the farm Middelpunt 420 KS, the farm
Umkoanesstad 419 KS, the farm Wintersveld 417 KS, the farm Brakfontein 464 KS
and the farm Jagdlust 418 KS (portion 1 and the remaining extent).

Lebowa Step 1 Sale of Shares
Agreement means the Lebowa step 1 sale of shares agreement, dated 21
December 2007, between APL and RPM as amended by the first addendum to Lebowa
step 1 sale of shares agreement, dated 6 March 2008, between

- 24 -

---

APL and RPM, pursuant to which APL sold
and RPM purchased the entire ordinary issued share capital of LPM.

Lebowa Step 2 Sale of Shares
Agreement means the Lebowa step 2 sale of shares agreement, dated 21
December 2007, between RPM and HoldCo as amended by the first addendum to Lebowa
step 2 sale of shares agreement, dated 6 March 2008, between RPM and Holdco,
pursuant to which RPM sold and HoldCo purchased the entire ordinary issued share
capital of LPM.

Legal Due Diligence Report
means the legal due diligence report entitled Legal Due Diligence Report in
respect of Anooraq Resources Corporation and Lebowa Platinum Mines prepared
by Cliffe Dekker relating to Lebowa, Ga-Phasha, the Kwanda Project and the
Boikgantsho Project and addressed to, and/or capable of being relied upon by,
the Finance Parties.

Legal Opinion means any legal
opinion delivered to the Senior Agent under Clause 4.1 (Initial Conditions
Precedent).

Legal Reservations means any
matters which are set out as qualifications or reservations as to matters of law
of general application in the Legal Opinions.

Lender means:

| | (a) | any Original Lender; and                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                         
| | (b) | any bank, financial institution, trust, fund or other
      entity which has become a Party in accordance with Clause 29 (Changes
      to the Lenders),

which in each case has not ceased to be
a Party in accordance with the terms of this Agreement.

Lenders Model Auditor means
KPMG Services (Proprietary) Limited.

Lenders Technical Advisor
means Coffey Mining (South Africa) (Proprietary) Limited, trading as RSG Global.

LMA means the Loan Market
Association.

Loan means a loan (denominated
in Rands) made or to be made under the Facility or the principal amount
outstanding for the time being of that loan and, unless expressly otherwise
stated, includes the Rollup Interest Loan.

LPM means Lebowa Platinum
Mines Limited, a public limited liability company incorporated under the laws of
South Africa with registration no. 1963/006144/06.

LPM Business means the
business (together with all of its components, parts, assets and/or liabilities)
as a going concern, of LPM and/or Opco, as the case may be, including (for the
avoidance of doubt) the Rights to Mine held by LPM and/or Opco, as the case may
be.

- 25 -

---

Majority Lenders at any time
means:

| | (a) | if there are no Loans then outstanding, a Lender or
      Lenders whose Commitments aggregate at least 662/3% percent
      (sixty six and two thirds percent) of the Total Commitments (or, if the
      Total Commitments have been reduced to zero, aggregate at least
      662/3% percent (sixty six and two thirds percent) of the Total
      Commitments immediately prior to the reduction); or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | at any other time, a Lender or Lenders whose
      participations in the Loans then outstanding aggregate at least
      662/3% percent (sixty six and two thirds percent) of the Loans
    then outstanding.                                                                                                                                                                                           

Mandate Letter means the
letter dated 16 May 2008 between the Arranger, Anooraq and the Borrower as read
with the extension letter thereto dated on or about 27 April 2009.

Mandatory Cost means the
highest of the percentage rates per annum notified to the Senior Agent by each
Lender on or before the Closing Date (and as close as possible to the first
Quotation Date), or, if a person only becomes a Lender after the Closing Date,
as soon as reasonably possible after the date on which such person becomes a
Lender, as the actual cost to that Lender of funding its participation in the
Loans calculated in accordance with its usual method for calculating such actual
costs and including an amount to compensate that Lender for the holding costs of
all liquid assets and other reserving costs incurred by that Lender under the
Banks Act, 1990 of South Africa and regulations thereunder attributable to the
Loan, which percentage rate shall, once notified by a Lender, remain fixed for
the duration of the Facility and shall not, for the avoidance of doubt, change
for each Interest Period, but without prejudice to any claims for Increased
Costs arising under clause 19.1 (Increased Costs).

Margin means:

| | (a) | in relation to any Loan, 4,50% per annum;                                                                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                          
| | (b) | in relation to any Unpaid Sum relating or referable to
      the Facility, the rate per annum specified above or below, as the case may
      be, for the Facility plus 2% per annum; and
| |     |                                                                                                                                                                                          
| | (c) | in relation to any other Unpaid Sum, the highest rate
      specified above.                                                                                                             

Material Adverse Effect means
a material adverse effect on:

| | (a) | the business, operations, property, condition (financial
      or otherwise) or prospects (taking into account the funding required to be
      provided by the Borrower and RPM under the Holdco Shareholders Agreement
      and under the RPM Operating Cash Flow Shortfall Facility Agreement (for so
      long as it is available)) of the Parent, the Anooraq Group taken as a
      whole, the Borrower or any other Obligor or the Borrower Group taken as a
      whole; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 26 -

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| | (b) | the ability of an Obligor to perform its obligations
      under any of the Transaction Documents; or                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                 
| | (c) | the ability of RPM to perform its obligations under the
      RPM Standby Facility Agreement or the RPM Operating Cash Flow Shortfall
      Facility Agreement; or                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                 
| | (d) | the validity or enforceability of, or the effectiveness
      or ranking of any Security granted or purporting to be granted pursuant to
      any of, the Finance Documents or the rights or remedies of any Finance
      Party (directly or indirectly) under any of the Finance
  Documents.

Mine shall bear the meaning
ascribed to that term in the MPRD Act and Miningand Mined
shall bear a corresponding meaning.

Mining Laws means all laws
relating to Mining in South Africa including, without limitation, the MPRD Act,
the National Water Act, 1998 and the Mine Health and Safety Act, 1996.

Mining Licences means all
licences, consents, permits, authorisations, rights and approvals under the
Mining Laws for the Mining operations conducted, or to be conducted, by members
of the Borrower Group.

Mine Plan means, in relation
to the period beginning on 1 July 2009 and ending on 30 June 2043, the business
development plan in relation to the Mining operations of Opco including the
upgrade and expansion of Lebowa describing the nature and extent of, and
prospects for, Lebowa and the construction timetable for the MPH UG2 Project in
agreed form and reviewed by the Lenders Technical Advisor to be delivered by
the Borrower to the Senior Agent pursuant to Clause 4.1 (Initial conditions
precedent).

Mining Rights means mining
rights (as defined under the MPRD Act).

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:

| | (a) | (subject to paragraph (c) below) 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;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                          
| | (b) | 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                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                          
| | (c) | 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. Monthly shall be construed accordingly.

- 27 -

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MPRD Act means the Mineral and
Petroleum Resources Development Act, 2002 of South Africa.

N1C Resources Shareholder Loan
means a loan in the principal sum of ZAR70,000,000 or the principal amount
outstanding for the time being of that loan.

N1C Resources Shareholder Loan
Agreement means the shareholder loan agreement in the agreed form, dated on
or about the date of this Agreement, between N1C Resources as lender and N2C
Resources as borrower pursuant to which N1C Resources agrees to lend the N1C
Resources Shareholder Loan to N2C Resources to enable N2C Resources to fund the
N2C Resources Shareholder Loan.

N2C Resources Counter Indemnity
Agreement means the counter indemnity agreement, dated on or about the date
of this Agreement, between N2C Resources and the Plateau Security SPV, pursuant
to which N2C Resources indemnifies and holds the Plateau Security SPV harmless
in respect of claims made against the Plateau Security SPV under the Second
Ranking Plateau Debt Guarantee, the Third Ranking Plateau Debt Guarantee and the
Fourth Ranking Plateau Debt Guarantee.

N2C Resources Security
Documents means each of the documents listed as being a N2C Rescources
Security Document in Part 4 of Schedule 13 (Transaction Security
Documents) together with any other document entered into by N2C Resources
creating or expressed to create Security over all or any of its assets in
respect of any of the obligations of any member of the Borrower Group under any
of the Finance Documents.

N2C Resources Shareholder Loan
means a loan in the principal sum of ZAR70,000,000 or the principal amount
outstanding for the time being of that loan.

N2C Resources Shareholder Loan
Agreement means the direct shareholder loan agreement in the agreed form,
dated on or about the date of this Agreement, between N2C Resources as lender
and the Borrower as borrower pursuant to which N2C Resources agrees to lend the
N2C Resources Shareholder Loan to the Borrower to enable the Borrower to fund
the payment to RPM of a portion of the purchase price for 11,93% of the issued
share capital of Holdco under the Holdco Sale of Shares Agreement.

Net Swap Paymentsmeans on the
last day of an Interest Period ending on or before the Rollup Period, the net
amount, if any, payable by the Borrower to the Plateau Hedge Counterparties in
respect of the Plateau Hedging Agreement.

Net Swap Receiptsmeans on the
last day of an Interest Period ending on or before the Rollup Period, the net
amount, if any, payable to the Borrower by the Plateau Hedge Counterparties in
respect of the Plateau Hedging Agreement.

New Order Rights means the Old
Order Rights which are converted into Mining Rights pursuant to the Transitional
Arrangements contemplated by Schedule II of the MPRD Act.

- 28 -

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Obligor means the Parent, N1C
Resources, each Guarantor and the Borrower.

Obligors' Agent means the
Borrower, appointed to act on behalf of each Obligor and other member of the
Borrower Group party to the Finance Documents in relation to the Finance
Documents pursuant to Clause 2.3 (Obligors' Agent).

Old Order Rights means the old
order rights (as defined in Schedule II of the MPRD Act) forming part of,
respectively, the LPM Business and the Ga-Phasha Business, as set out in the
list attached as Schedule 4 to the Holdco Sale of Shares Agreement.

Opco means Richtrau No. 177
(Proprietary) Limited, a private limited company incorporated under the laws of
South Africa with registration no. 2007/016001/07, which is to be renamed Bokoni
Platinum Mines (Proprietary) Limited following completion of the Acquisition.

Opco Business Account means
the Rand denominated bank account referred to in Clause 27.40(b)(iv)
(Accounts):

| | (a) | held in South Africa by Opco with Standard
Bank;                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                 
| | (b) | identified in a letter between the Borrower and the
      Senior Agent and Standard Bank as the Opco Business Account;                          
| |     |                                                                                                                                                 
| | (c) | subject to Security in favour of the Opco Security SPV
      which Security is in form and substance satisfactory to the Senior Agent;
      and
| |     |                                                                                                                                                 
| | (d) | from which no withdrawals may be made by Opco except as
      contemplated by this Agreement and the Intercreditor
  Agreements,                

(as the same may be redesignated,
substituted or replaced from time to time).

Opco Business Revenue means
all income or revenue received by or paid to Opco of whatsoever nature
(including, without limitation, all sums paid to Opco by RPM under the Sale of
Concentrate Agreement).

Opco Cash Waterfall has the
meaning given to it in the Global Intercreditor Agreement.

Opco Counter Indemnity
Agreements means collectively the First Ranking Opco Counter Indemnity
Agreement and the Second Ranking Opco Counter Indemnity Agreement.

Opco Debt Guarantees means
collectively, the First Ranking Opco Debt Guarantee, the Second Ranking Opco
Debt Guarantee and the Third Ranking Opco Debt Guarantee.

Opco Funding Loan means the
aggregate principal amount of the loan outstanding from time to time under the
Opco Funding Loan Agreement.

- 29 -

---

Opco Funding Loan Agreement
means the funding loan agreement in the agreed form, dated on or about the date
of this Agreement, between Holdco as lender and Opco as borrower setting out the
terms of the loan claim of Holdco against Opco outstanding following the
implementation of the Acquisition and the steps contemplated in step 7
(Capital rebalance) of the Structure Memorandum in the amount of
ZAR980,392,157 and which replaces the terms of the Opco Shareholder Loan
Agreement.

Opco New Order Rights means
the New Order Rights acquired by Opco pursuant to the Sale of Lebowa Business
Agreement.

Opco Security Documents means
each of the documents listed as being an Opco Security Document in Part 1 of
Schedule 13 (Transaction Security Documents) together with any other
document entered into by Opco creating or expressed to create any Security over
all or any of its assets in respect of any of the obligations of any member of
the Borrower Group under any of the Finance Documents.

Opco Security SPV means
Micawber 603 (Proprietary) Limited, a private limited liability company
incorporated under the laws of South Africa with registration no.
2007/019599/07.

Opco Security SPV Documents
means collectively, the Opco Security SPV Management Documents and the Security
SPV Owner Trust Deed.

Opco Security SPV Management
Documents means collectively, the Constitutional Documents of the Opco
Security SPV and the Security SPV Management Agreement.

Opco Shareholder Loan
Agreement means the Opco shareholder loan agreement, dated 9 March 2008,
between Holdco as lender and Opco as borrower.

Operating Agreements means
collectively:

| | (a) | the Electricity Supply Agreement;                                                    
| | --- | -------------------------------------------------------------------------------------
| |     |                                                                                      
| | (b) | the EPCM Agreements;                                                                 
| |     |                                                                                      
| | (c) | the Sale of Concentrate Agreement and the Sale of
      Concentrate Lebowa Agreement;
| |     |                                                                                      
| | (d) | the Service(s) Agreements;                                                           
| |     |                                                                                      
| | (e) | the Umbrella Services Agreement; and                                                 
| |     |                                                                                      
| | (f) | the agreements in respect of the Land
  Rights,                                      

and any other document designated as an
Operating Agreement by the Senior Agent and the Borrower.

- 30 -

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Operating Budget means, in
relation to Opco:

| | (a) | in relation to the period beginning on 1 July 2009 and
      ending on 30 June 2012, an operating budget in the agreed form showing the
      forecast of production and cash flow for the Mining operations of the
      Holdco Group for that period to be delivered by the Borrower to the Senior
      Agent pursuant to Clause 4.1 (Initial conditions precedent);
    and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | in relation to any other period, any operating budget
      delivered by the Borrower to the Senior Agent pursuant to Clause 25.4
      (Operating Budget) showing the forecast of production and cash flow
      for the Mining operations of the Holdco Group for that
  period.                                                                                             

in each case broken down on a Month by
Month basis;

Original Financial Statements
means:

| | (a) | in relation to LPM, the audited financial statements as
      at, and for the 12 (twelve) month period ended on, 31 December
  2008;   
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                        
| | (b) | in relation to the Parent, its consolidated audited
      financial statements for its Financial Year ended 31 December
  2008;        
| |     |                                                                                                                                        
| | (c) | in relation to N1C Resources, its consolidated audited
      financial statements for its Financial Year ended 31 December
  2008;     
| |     |                                                                                                                                        
| | (d) | in relation to N2C Resources, its consolidated audited
      financial statements for its Financial Year ended 31 December
  2008;     
| |     |                                                                                                                                        
| | (e) | in relation to the Borrower, its consolidated audited
      financial statements for its Financial Year ended 31 December 2008;
    and

Original Lender means an
Original Lender listed in Part II of Schedule 1 (The Original Parties) as
having a Commitment.

Other Assets means the
Boikgantsho Project, the Ga-Phasha Project and the Kwanda Project.

Participating Member State
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.

Party means a party to this
Agreement.

Pelawan Anooraq Common Shares
means the Anooraq Common Shares held by Pelawan Investments or Pelawan Trust (on
behalf of a beneficiary in accordance with the Pelawan Trust Deed).

Pelawan Dividend Trust means
the Pelawan Dividend Trust, an inter vivostrust established under the
laws of South Africa with Masters Reference No. IT8410/2004.

- 31 -

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Pelawan Dividend Trust Deed
means the trust deed, dated 2 September 2004, between Pelawan Investments (as
founder), Deneys Reitz Trustees (Proprietary) Limited, Tumelo Moathlodi Motsisi
and Asna Chris Harold Motaung (as trustees) and the Parent as amended by the
Pelawan Dividend Trust Deed Amendment Deed.

Pelawan Dividend Trust Deed
Amendment Deed means the amendment deed, dated on or about the date of this
Agreement, and made between Pelawan Investments, the trustees for the time being
of Pelawan Dividend Trust and the Parent pursuant to which the Pelawan Dividend
Trust Deed is amended to inter alia permit Pelawan Dividend Trust to
enter into certain of the Transaction Documents.

Pelawan Group means
collectively, Pelawan Investments, Pelawan Dividend Trust, Pelawan Trust and the
Pelawan SPV.

Pelawan Investments means
Pelawan Investments (Proprietary) Limited, a private limited liability company
incorporated under the laws of South Africa with registration no.
2002/017920/07.

Pelawan SPV Share for Share
Agreement means the Pelawan SPV Share for Share Agreement as defined in the
RPM Funding Common Terms Agreement.

Pelawan SPV means Central
Plaza Investments 78 (Proprietary) Limited (to be renamed Pelawan Finance SPV
(Proprietary) Limited), a private limited liability company incorporated under
the laws of South Africa with registration no 2006/032879/07.

Pelawan SPV Forward Sale
Agreement means Pelawan SPV Forward Sale Agreement as defined in the RPM
Funding Common Terms Agreement.

Pelawan SPV Plateau B2 Preference
Share Subscription Agreement means Pelawan SPV Plateau B2 Preference Share
Subscription Agreement as defined in the RPM Funding Common Terms Agreement.

Pelawan SPV Plateau B3 Preference
Share Subscription Agreement means Pelawan SPV Plateau B3 Preference Share
Subscription Agreement as defined in the RPM Funding Common Terms Agreement.

Pelawan Trust means the
Pelawan Trust, an inter vivostrust established under the laws of South
Africa with Masters Reference No. IT8411/2004.

Pelawan Trust Deed means the
trust deed, dated 2 September 2004, between Pelawan Investments (as founder),
Deneys Reitz Trustees (Proprietary) Limited, Tumelo Moathlodi Motsisi and Asna
Chris Harold Motaung (as trustees) and the Parent as amended by the Pelawan
Trust Deed Amendment Deed.

Pelawan Trust Deed Amendment
Deed means the amendment deed, dated on or about the date of this
Agreement, between Pelawan Investments, the trustees for the time being of
Pelawan Trust and the Parent pursuant to which the Pelawan Trust Deed is amended
to inter alia permit Pelawan Trust to enter into the transactions
relating to

- 32 -

---

the funding of the Pelawan SPV as
contemplated by the RPM Finance Documents and the B Preference Share Documents.

Permitted Acquisition means:

| | (a) | the Acquisition;                                                                                                                                                                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                          
| | (b) | an acquisition of shares or securities pursuant to a
      Permitted Share Issue;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                          
| | (c) | an acquisition of securities which are Cash Equivalent
      Investments so long as those Cash Equivalent Investments become subject to
      the Transaction Security in form and substance satisfactory to the Senior
      Agent as soon as is reasonably practicable;
| |     |                                                                                                                                                                                                                                                                          
| | (d) | an acquisition by a Project Company of the undertaking or
      business of another Project Company; and                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                          
| | (e) | any other acquisition (which would otherwise be
      prohibited under clause 27.8 (Acquisitions)) in respect of which
      the Senior Agent has given its prior written
consent.                                                                                       

Permitted Disposal means any
sale, lease, licence, transfer or other disposal which is on arms length terms:

| | (a) | of trading stock or cash made by any member of the Holdco
      Group in the ordinary course of trading of the disposing entity;                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | of assets (other than shares, businesses, Real Property
      or Intellectual Property) by a member of the Holdco Group in exchange for
      other assets comparable or superior as to type, value or
quality;                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | of obsolete or redundant vehicles, plant and equipment
      for cash;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | of Cash Equivalent Investments for cash or in exchange
      for other Cash Equivalent Investments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | of the assets of a Project Company or the shares in a
      Project Company if the proceeds of such disposal are utilised by Holdco to
      make a loan to Opco which loan proceeds Opco shall use to prepay the Opco
      Funding Loan to Holdco, which prepayment proceeds Holdco shall use to
      proportionately prepay the loans to RPM and the Borrower under the Holdco
      Funding Loan Agreements and which prepayment proceeds the Borrower shall
      use to make a mandatory prepayment of the Loan hereunder in accordance
      with clause 12 (Mandatory Prepayments);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) | constituted by a licence of intellectual property rights
      permitted by Clause 27.29 (Intellectual Property);                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | arising as a result of any Permitted
  Security;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- 33 -

---

| | (h) | made pursuant to the Acquisition Agreements or the
      Acquisition Documents;
| | --- | -------------------------------------------------------------------------------
| |     |                                                                                
| | (i) | made between Project Companies;                                                
| |     |                                                                                
| | (j) | approved in advance, in writing, by the Senior
    Agent.                      

Permitted Distribution means:

| | (a) | the payment of the special dividend that Holdco is
      required to pay to RPM within 60 (sixty) days after the Closing Date in
      accordance with, and limited to the amount set out in, clause 7 of the
      Phase 3 Implementation Agreement;                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | the payment of the special dividend (if any) required to
      be paid by the Borrower to the Pelawan SPV in the circumstances
      contemplated by the Pelawan SPV Plateau B Preference Share Subscription
      Agreement, which payment is funded out of Permitted Financial Indebtedness
      qualifying as such under paragraph (l) of the definition of Permitted
      Financial Indebtedness;                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | the payment of a dividend to Holdco by Opco that is
      permitted under the Global Intercreditor Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | the payment of a dividend to Holdco or to any direct or
      indirect Subsidiary of Holdco by any other member of the Holdco Group
      (other than Opco);                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | the payment of a dividend to Opco or any of its direct or
      indirect Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f) | the payment of a dividend to the Borrower and/or RPM by
      Holdco that is permitted under the Global Intercreditor
  Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (g) | the payment of a dividend by the Borrower to N2C
      Resources that is permitted under the Global Intercreditor
    Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (h) | the payment of a dividend by the Borrower to RPM in
      connection with the RPM Finance Documents that is permitted under the
      Global Intercreditor Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i) | the payment by the Borrower of the redemption amount to
      RPM in respect of the preference shares issued by the Borrower under the
      RPM Plateau A Preference Share Subscription Agreement in an amount limited
      to the lesser of ZAR10,000,000 (Ten Million Rand) and the amount
      representing the unutilised subscription proceeds under the RPM Plateau A
      Preference Share Subscription Agreement which were not disbursed or
      required to be disbursed from the Disbursement Account following
      implementing of the cash flows set out in the Funds Flow
  Statement.

Permitted Financial
Indebtedness means Financial Indebtedness:

| | (a) | arising under the Transaction Documents, in each case, as
      in force on the Closing Date and subject always to the terms of this
      Agreement, the Plateau Intercreditor Agreement and the Global
      Intercreditor Agreement;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 34 -

---

| | (b) | under the Holdco Shareholder Loan Agreement but only
      until the Closing Date;                                                                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (c) | under the Opco Shareholder Loan Agreement but only until
      the Closing Date;                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (d) | under the GP Loan, provided that the GP Loan is
      unconditionally and irrevocable discharged and repaid by the Borrower by
      no later than the Closing Date;                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (e) | arising under a Permitted Loan or as permitted by Clause
      27.33 (Treasury Transactions);                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (f) | incurred by a Project Company under any Project Finance
      Borrowings or pursuant to a Permitted Loan from Holdco;                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (g) | under finance or capital leases of vehicles, plant,
      equipment or computers, provided thatthe aggregate capital value
      of all such items so leased under outstanding leases by members of the
      Borrower Group does not exceed ZAR10,000,000 (Indexed) at any
  time;                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (h) | which was incurred by Opco or a Project Company prior to
      the Signature Date and which has been disclosed in the Original Financial
      Statements and provided the principal amount thereof is not increased and
      provided further that the maturity date of such Financial Indebtedness is
      not extended or brought forward;
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (i) | arising under a Permitted Guarantee or a Permitted Loan
      or arising under an Existing Operational Guarantee;                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                
| | (j) | for or in respect of any letters of credit, letters of
      guarantee, bonds or similar instruments issued by a bank or financial
      institution on behalf of Opco in connection with the requirements of Opco
      in the ordinary course of its business, provided that:                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                           

- 35 -

---

| | (k) | for or in respect of any letters of credit, letters of
      guarantee, bonds or similar instruments issued by a bank or financial
      institution on behalf of a Project Company in connection with the
      requirements of that Project Company in the ordinary course of its
      business, provided that:                                                                                                                                                                                                                                                                                         
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (l) | for an amount required to be paid by the Borrower as a
      special dividend to Pelawan SPV as determined in accordance with the
      provisions of the Pelawan SPV Plateau B Preference Share Subscription
      Agreement provided that the proceeds of such Financial Indebtedness are
      not deposited into any Transaction Account and provided further that such
      proceeds are used by Pelawan SPV to subscribe for ordinary shares in the
      Borrower and the Borrower will utilise such subscription proceeds to repay
      the Financial Indebtedness incurred by it in this regard;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (m) | not permitted by the preceding paragraphs or as a
      Permitted Transaction and the outstanding principal amount of which does
      not exceed ZAR50,000,000 (Indexed) in aggregate for the Borrower Group at
      any time;                                                                                                                                                                                                                                                                                                                                                                           

- 36 -

---

| | (n) | any other Financial Indebtedness incurred with the prior
      written consent of the Senior Agent.
| | --- | ---------------------------------------------------------------------------------------------------

Permitted Guarantee means:

| | (a) | any guarantee arising under the Finance
  Documents;                                                                                                                                                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                         
| | (b) | any guarantee or bond given by Opco in replacement of an
      Existing Operational Guarantee, provided that:                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                         
| | (c) | any other guarantee or bond given by a member of the
      Borrower Group in favour of a third party for the obligations of Opco in
      connection with the requirements of Opco in the ordinary course of its
      business, provided that:                                         
| |     |                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                         
| | (d) | any guarantee or bond given by a member of the Borrower
      Group, other than Opco, in favour of a third party for the obligations of
      a Project Company in connection with the requirements of that Project
      Company in the ordinary course of its business, provided that:
| |     |                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                     

- 37 -

---

| |      | (the Guarantee Entity) has fully cash
      collateralised its exposure under the relevant instrument on the basis
      that (x) an amount equivalent to the total amount of its exposure under
      the relevant instrument is set aside by the Guarantee Entity and (y) the
      amount referred to in (x) is funded out of the proceeds of an amount which
      would otherwise have been available to be made as a Permitted Distribution
      by Opco to Holdco, by Holdco to the Borrower and by the Borrower to N2C
      Resources or an amount which represents the proceeds of an equity
      subscription by N2C Resources in the Borrower or a shareholder loan by N2C
      Resources to the Borrower and in the case of a shareholder loan, on the
      basis that such shareholder loan is subordinated and subject to the same
      restrictions that apply to the N2C Resources Shareholder Loan under the
      Global Intercreditor Agreement; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ii) | if such instrument is issued by the Borrower or any of
      its shareholders, either RPM has contractually assumed a joint liability
      thereunder for at least 49% of the actual or contingent indebtedness
      thereunder or contractual arrangements are in place as between RPM and the
      relevant member of the Borrower Group which has the actual or contingent
      indebtedness thereunder for such member of the Borrower Group to have
      recourse to RPM for at least 49% of any amount payable by it under such
      instrument;                                                                                                                                                                                                                                                                                                                                                                                                                   

| | (e) | a guarantee given by any member of the Borrower Group
      with the prior written consent of the Senior
Agent.
| | --- | ---------------------------------------------------------------------------------------------------------------

Permitted Loan means:

| | (a) | any trade credit extended by any member of the Holdco
      Group to its customers on normal commercial terms and in the ordinary
      course of its trading activities;                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                 
| | (b) | Financial Indebtedness which is referred to in the
      definition of, or otherwise constitutes, Permitted Financial Indebtedness
      (except under paragraph (e) of that definition);                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                 
| | (c) | any loan made under the terms of the Funding Loan
      Agreements;                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                 
| | (d) | any loan made under the terms of the Opco Shareholder
      Loan Agreement but only until the Closing Date;                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                 
| | (e) | any loan made between Project Companies or a loan made by
      Holdco to a Project Company, but only to the extent that loan is made by
      Holdco out of the proceeds received by Holdco pursuant to a Permitted
      Disposal of the assets of a Project Company or the shares in a Project
      Company;
| |     |                                                                                                                                                                                                                                                                                                                 
| | (f) | a loan made by a member of the Holdco Group to an
      employee or director of any member of the Holdco Group or finance provided
      by a member of the                                                                                                                                                     

- 38 -

---

| |     | Holdco Group in connection with a motor vehicle scheme if
      the amount of that loan and financing when aggregated with the amount of
      all loans to employees and directors by members of the Holdco Group and
      finance provided in connection with motor vehicle schemes does not exceed
      ZAR5,000,000 (Indexed) (or its equivalent) at any time;                                                                                                                                                                                                                                                    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) | a loan made by Holdco to Opco out of the proceeds
      received by Holdco pursuant to a Permitted Disposal of the assets of a
      Project Company or the shares in a Project Company which loan proceeds
      Opco shall use to prepay the Opco Funding Loan to Holdco, which prepayment
      proceeds Holdco shall use to proportionately prepare the loans to RPM and
      the Borrower under the Holdco Funding Loan Agreements and which prepayment
      proceeds the Borrower shall use to make a mandatory prepayment of the Loan
      hereunder in accordance with clause 12 (Mandatory
    Prepayments).

Permitted Opco Guarantee Cap
Amount means ZAR20,000,000 (Indexed).

Permitted Payment means a
payment which is permitted by the Global Intercreditor Agreement.

Permitted Refinancing means
Permitted Refinancing as defined in the Global Intercreditor Agreement.

Permitted Security means:

| | (a) | any lien arising by operation of law and in the ordinary
      course of trading and not as a result of any default or omission by any
      member of the Borrower Group;                                                                                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | any Security arising under any retention of title, hire
      purchase or conditional sale arrangement or arrangements having similar
      effect in respect of goods supplied to a member of the Borrower Group in
      the ordinary course of trading and on the supplier's standard or usual
      terms and not arising as a result of any default or omission by any member
      of the Borrower Group;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | any Security or Quasi-Security granted in respect of
      Project Finance Borrowings over either:                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | any Quasi-Security arising as a result of a disposal
      which is a Permitted Disposal;                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | any Security securing indebtedness the outstanding
      principal amount of which (when aggregated with the outstanding principal
      amount of any other indebtedness which has the benefit of Security given
      by any member of the Borrower Group other than any permitted under clauses
      (a) to (d) above) does                                                                                

- 39 -

---

| |     | not exceed ZAR50,000,000 (Indexed) and provided such
      Security is not given over any assets which are expressed to be subject to
      any Transaction Security Document (other than a general notarial
    bond);                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f) | any Security or Quasi-Security arising as a consequence
      of any finance or capital lease permitted pursuant to paragraph (g) of the
      definition of Permitted Financial Indebtedness;                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g) | any Security over a bank account opened by the Borrower,
      Holdco and/or Opco for the sole purpose of depositing provisions for the
      redemption of the preference shares under the RPM Finance Documents, but
      subject to such provisions being permitted under the Global Intercreditor
      Agreement and in particular the Borrower Cash Waterfall, the Holdco Cash
      Waterfall and the Opco Cash Waterfall;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) | any Security created with the prior written approval of
      the Senior Agent.                                                                                                                                                                                                                                                                                                                                                   

Permitted Share Issue means an
issue of:

| | (a) | ordinary shares by any Obligor paid for in full in cash
      upon issue and which by their terms are not redeemable and where (i) such
      shares are of the same class and on the same terms as those initially
      issued by that Obligor and (ii) such issue does not lead to a Change of
      Control;                                                                                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | shares by a member of the Anooraq Group which is a
      Subsidiary to its immediate Holding Company where (if the existing shares
      of the Subsidiary are the subject of the Transaction Security) the
      newly-issued shares also become subject to the Transaction Security on the
      same terms; or                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | preference shares and ordinary shares by Opco to Holdco,
      preference shares and ordinary shares by Holdco to RPM and the Borrower,
      preference shares by the Borrower to RPM and convertible preference shares
      by the Borrower to Pelawan SPV (including the conversion of such
      preference shares into ordinary shares pursuant to the B Preference Share
      Documents) in each case only to the extent the issue of such shares,
      preference shares or convertible preference shares is expressly provided
      for in the Transaction Documents.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | shares by the Parent to the participants in any stock
      option plan of the Parent in terms of such stock option plan and provided
      it does not give rise to a Change of Control.                                                                                                                                                                                                                                                                                                                                                                                        

- 40 -

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Permitted Transaction means:

| | (a) | any Disposal required, Financial Indebtedness incurred,
      guarantee, indemnity or Security or Quasi-Security given, or other
      transaction arising, under the Transaction Documents, in each case, as
      contemplated by the Transaction Documents in the form they are on the
      Closing Date and subject always to the terms of this Agreement, the
      Plateau Intercreditor Agreement and the Global Intercreditor Agreement;
      and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | any payments or other transactions set out in the
      Structure Memorandum.                                                                                                                                                                                                                                                                                                                                                                              

Permitted Transferee means:

| | (a) | " "
| | --- | ---
| |     |    
| | (b) | " "

PGM means platinum group
metals, comprising platinum, palladium, rhodium, ruthenium, osmium and iridium.

Phase 1 Acquisition Documents
means collectively, the Lebowa Step 1 Sale of Shares Agreement, the Lebowa Step
2 Sale of Shares Agreement, the Sale of Lebowa Business Agreement, the
Contractor Agreement and the Sale of Concentrate Lebowa Agreement and the Sale
of Concentrate Agreement.

Phase 2 Acquisition Documents
means collectively, the Holdco Shareholder Loan Agreement, the Opco Shareholder
Loan Agreement, the Umbrella Services Agreement and the Interim Skills Transfer
Agreement.

Phase 3 Acquisition Documents
means collectively, the Boikgantsho Sale of Rights Agreement, the Kwanda Sale of
Rights Agreement, the Plateau Sale of Boikgantsho Shares and Claims Agreement,
the RPM Sale of Boikgantsho Shares and Claims Agreement, the Plateau Sale of
Kwanda Shares Agreement, the RPM Sale of Kwanda Shares Agreement, the Plateau
Sale of Ga-Phasha Shares and Claims Agreement, the RPM Sale of Ga-Phasha Shares
and Claims Agreement, the Holdco Sale of Shares Agreement, the Holdco
Shareholders Agreement, each of the Acquisition Amendment Agreements and each of
the RPM Acquisition Documents Amendment Agreements;

Phase 3 Implementation
Agreement means the Phase 3 implementation agreement, dated 28 March 2008,
between RPM, the Borrower and Holdco which governs the

- 41 -

---

implementation of the agreements giving
effect to the Acquisition, including the Acquisition Agreements.

Plateau Counter Indemnity
Agreement means the counter indemnity agreement, dated on or about the date
of this Agreement, between the Borrower and the Plateau Security SPV pursuant to
which the Borrower indemnifies and holds the Plateau Security SPV harmless in
respect of claims made against the Plateau Security SPV under the Plateau Debt
Guarantees other than the Fourth Ranking Plateau Debt Guarantee.

Plateau Debt Guarantees means
collectively, the First Ranking Plateau Debt Guarantee, the Second Ranking
Plateau Debt Guarantee, the Third Ranking Plateau Debt Guarantee and the Fourth
Ranking Plateau Debt Guarantee.

Plateau Forward Sale Agreement
means Plateau Forward Sale Agreement as defined in the RPM Funding Common Terms
Agreement.

Plateau Funding Loan means the
aggregate principal amount of the loan outstanding from time to time under the
Plateau Funding Loan Agreement.

Plateau Funding Loan Agreement
means the funding loan agreement in the agreed form, dated on or about the date
of this Agreement, between the Borrower as lender and Holdco as borrower setting
out the terms of the loan claim of the Borrower against Holdco outstanding
following the implementation of the Acquisition and implementation of the steps
contemplated in step 7 (Capital rebalance) of the Structure Memorandum in
the amount of ZAR500,000,000 and which replaces the terms of the Holdco
Shareholder Loan Agreement.

Plateau Hedge Counterparty
means Standard Chartered Bank and any other person which has become a party to
the Plateau Intercreditor Agreement as a Plateau Hedge Counterparty in
accordance with the provisions of the Plateau Intercreditor Agreement.

Plateau Hedging Agreement
means any master agreement, confirmation, schedule or other agreement in the
agreed form entered into or to be entered into by the Borrower and a Plateau
Hedge Counterparty for the purpose of hedging interest rate liabilities in
relation to the Facilities in accordance with the Plateau Hedging Policy.

Plateau Hedging Documents
means collectively, the Plateau Hedging Agreements and the Plateau Hedging
Letter.

Plateau Hedging Letter means
the hedging letter addressed by Standard Chartered Bank to the Borrower in the
agreed form under Clause 4.1 (Initial conditions precedent).

Plateau Hedging Policy means
Borrowers policy for hedging its interest rate liabilities in relation to the
Facilities as set out in the Plateau Hedging Letter.

Plateau Holdco A Preference Share
Subscription Agreement means the written Subscription Agreement concluded
or to be concluded between the Borrower and

- 42 -

---

Holdco on or about the Signature Date
and pursuant to which the Borrower is to subscribe for redeemable preferences
shares issued by Holdco.

Plateau Intercreditor
Agreement means the Intercreditor Agreement in the agreed form, dated on or
about the date of this Agreement, between the Senior Agent, the Security Agent,
the Plateau Hedge Counterparties, the Lenders and the Plateau Security SPV.

Plateau Sale of Boikgantsho Shares
and Claims Agreement means the sale of shares and claims agreement, dated
28 March 2008, between the Borrower and Holdco, pursuant to which the Borrower
will sell the 50% of the issued share capital of Boikgantsho owned by it to
Holdco in exchange for 6 139 shares in the issued share capital of Holdco.

Plateau Sale of Ga-Phasha Shares
and Claims Agreement means the sale of shares and claims agreement, dated
28 March 2008, between the Borrower and Holdco, pursuant to which Borrower will
sell the 50% of the issued share capital of Ga-Phasha owned by it to Holdco in
exchange for 25 278 shares in the issued share capital of Holdco.

Plateau Sale of Kwanda Shares
Agreement means the sale of shares agreement, dated 28 March 2008, between
the Borrower and Holdco, pursuant to which the Borrower will sell the 50% of the
issued share capital of Kwanda owned by it to Holdco in exchange for 108 shares
in the issued share capital of Holdco.

Plateau Security Documents
means each of the documents listed as being a Plateau Security Document in Part
3 of Schedule 13 (Transaction Security Documents) together with any other
document entered into by the Borrower creating or expressed to create any
Security over all or any of its assets in respect of any of the obligations of
any member of the Borrower Group under any of the Finance Documents.

Plateau Security SPV Documents
means collectively, the Plateau Security SPV Management Documents and the
Security SPV Owner Trust Deed.

Plateau Security SPV Management
Documents means collectively, the Constitutional Documents of the Plateau
Security SPV and the Security SPV Management Agreement.

Project means the Boikgantsho
Project, the Ga-Phasha Project or the Kwanda Project.

Project Company means
Boikgantsho, Ga-Phasha or Kwanda.

Project Finance Borrowings
means:

| | (a) | any indebtedness to finance (or re-finance) a Project
      comprised of the ownership, development, construction and/or operation of
      assets of the Project Company which is incurred by a Project Company whose
      principal business is that Project and in respect of which the person or
      persons making that
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 43 -

---

| |     | indebtedness available to that Project Company has no
      recourse whatsoever to any member of the Borrower Group (other than to
      that Project Company) in respect of that indebtedness whether directly or
      indirectly or by way of a guarantee (financial or completion guarantee or
      otherwise) from any member of the Borrower Group creating an obligation
      (whether actual or contingent) for Financial Indebtedness in respect of
      the Project Finance Borrowings other than to the extent arising under
      paragraph (d) of the definition of Permitted Guarantee or (c) of
      the definition of Permitted Security; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | any indebtedness the terms and conditions of which have
      been approved by the Senior Agent and which the Senior Agent has agreed in
      writing to treat as Project Finance Borrowings for the purposes of this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                             

Quarter Date means each of 31
March, 30 June, 30 September and 31 December.

Quarterly Management Accounts
means the management accounts for a Financial Quarter delivered pursuant to
paragraph (c) of Clause 25.1 (Financial statements).

Quasi-Security has the meaning
given to that term in Clause 27.15 (Negative pledge).

Quotation Day means, in
relation to any period for which an interest rate is to be determined 2 (two)
Business Days before the first day of that period unless market practice differs
in the Johannesburg interbank market, in which case the Quotation Day for that
currency will be determined by the Senior Agent in accordance with market
practice in the Johannesburg interbank market (and if quotations would normally
be given by leading banks in the Johannesburg interbank market on more than one
day, the Quotation Day will be the last of those days).

R, Rand or
ZAR means South Africa Rand, the lawful currency of South Africa.

Real Property means:

| | (a) | any freehold, leasehold or immovable property;
  and                                                                                                                    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                         
| | (b) | any buildings, fixtures, fittings, fixed plant or
      machinery from time to time situated on or forming part of that freehold,
      leasehold or immovable property.

Reference Banks means the
principal office of Absa Bank Limited, FirstRand Bank Limited, Nedbank Limited
and The Standard Bank of South Africa Limited or such other banks as may be
appointed by the Senior Agent in consultation with the Borrower.

Related Fund in relation to a
fund (the first fund), means a fund which is managed or advised by the
same investment manager or adviser as the first fund or, if it is managed by a
different investment manager or adviser, a fund whose investment manager or
adviser is an Affiliate of the investment manager or adviser of the first fund.

- 44 -

---

Relevant Jurisdiction means,
in relation to an Obligor or any other member of the Anooraq Group:

| | (a) | its jurisdiction of incorporation;                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                               
| | (b) | any jurisdiction where any asset subject to or intended
      to be subject to the Transaction Security to be created by it is
      situated;
| |     |                                                                                                                                               
| | (c) | any jurisdiction where it conducts its business;
    and                                                                                      
| |     |                                                                                                                                               
| | (d) | the jurisdiction whose laws govern the perfection of any
      of the Transaction Security Documents entered into by
it.                      

Relevant Period has the
meaning given to that term in Clause 26.1 (Financial definitions).

Reliance Letters means the
reliance letters in the agreed form in relation to each Report required to be
delivered to the Senior Agent under paragraph 5(k) of Schedule 2 (Conditions
Precedent).

Repayment Date means each date
set out in paragraph (a) of Clause 10.1 (Repayment of Loan).

Repayment Instalment means
each of the instalments in which the Loan (other than the Rollup Interest Loans)
will be repaid as set out in paragraph (a) of Clause 10.1 (Repayment of
Loan).

Repeating Representations
means each of the representations set out in Clause 24.2 (Status) to
Clause 24.7 (Governing Law and Enforcement), Clause 24.11 (No
default), paragraph (g) of Clause 24.12 (No misleading information),
Clause 24.13 (Original Financial Statements), Clause 24.19
(Ranking) to Clause 24.21 (Legal and Beneficial Ownership), Clause
24.25 (Mining Licenses) (other than paragraph (c) thereof) and Clause
24.33 (Projects).

Reports means the Legal Due
Diligence Report, the Environmental Report, the Insurance Report, the Financial
Due Diligence Report, the Technical Report, the Structure Memorandum and the Tax
Opinion.

Reserve and Resource Statement
means a statement prepared by any member(s) of the Borrower Group and confirmed
by the Lenders Technical Advisor relating to the Mining operations of the
Holdco Group in form and substance satisfactory to the Senior Agent, showing a
number of tonnes of PGMs as proven and probable reserves (as defined under the
SAMREC Code) for all Mining operations conducted by the Holdco Group.

Restructuring means the
restructuring of the Target Group prior to Completion as set out in steps 1
(Asset and loan impairment) to 7 (Capital rebalance) of the
Structure Memorandum.

- 45 -

---

Rights to Mine means all
rights of whatsoever nature in and to any and all minerals at any time including
(without limitation) the Old Order Rights and the New Order Rights.

Rollup Cap Amount means
ZAR250,000,000.

Rollup Interest Loan means a
loan (denominated in Rands) comprising either:

| | (a) | accrued but unpaid interest which has been capitalised on
      the last day of an Interest Period in accordance with paragraph (c) of
      clause 14.2 (Payment of Interest), or the principal amount
      outstanding for the time being of that loan; or                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                
| | (b) | the amount of a Net Swap Payment advanced by the Lenders
      to the Borrower under paragraph (c) of clause 14.2 (Payment of
      interest) in connection with the funding of Net Swap Payments, or the
      principal amount outstanding for the time being of that
  loan,

and Rollup Interest Loans
means the aggregate of all such loans;

Rollup Period means the period
commencing on the Closing Date and ending on the earlier of:

| | (c) | 36 months after the Closing Date; and                                                        
| | --- | ---------------------------------------------------------------------------------------------
| |     |                                                                                              
| | (d) | the date (if any) on which the Rollup Interest Loans
      reach an amount of ZAR250,000,000.

RPM means Rustenburg Platinum
Mines Limited, a public limited liability company incorporated under the laws of
South Africa with registration no. 1931/003380/06.

RPM Acquisition Documents Amendment
Agreements means:

| | (a) | the Amendment to the RPM Sale of Boikgantsho Shares and
      Claims Agreement;
| | --- | -------------------------------------------------------------------------------
| |     |                                                                                
| | (b) | the Amendment to the RPM Sale of Kwando Shares Agreement;
      and            
| |     |                                                                                
| | (c) | the Amendment to the RPM Sale of Ga-Phasha Shares and
      Claims Agreement;  

RPM Finance Documents means:

| | (a) | the RPM Funding Common Terms Agreement;                         
| | --- | ----------------------------------------------------------------
| |     |                                                                 
| | (b) | the RPM Holdco Subscription Agreement;                          
| |     |                                                                 
| | (c) | the RPM Plateau A Preference Share Subscription
      Agreement;
| |     |                                                                 
| | (d) | the RPM Holdco A Preference Share Subscription
      Agreement; 
| |     |                                                                 
| | (e) | the RPM Funding Loan Agreement;                                 
| |     |                                                                 
| | (f) | the RPM Standby Facility
Agreement;                             

- 46 -

---

| | (g) | the RPM Operating Cash Flow Shortfall Facility
      Agreement;                             
| | --- | --------------------------------------------------------------------------------------------
| |     |                                                                                             
| | (h) | the Holdco Guarantee;                                                                       
| |     |                                                                                             
| | (i) | the Second Ranking Opco Counter Indemnity
    Agreement;                                    
| |     |                                                                                             
| | (j) | the Second Ranking Opco Debt Guarantee;                                                     
| |     |                                                                                             
| | (k) | the Third Ranking Opco Debt Guarantee;                                                      
| |     |                                                                                             
| | (l) | the Second Ranking Plateau Debt Guarantee;                                                  
| |     |                                                                                             
| | (m) | the Third Ranking Plateau Debt Guarantee;                                                   
| |     |                                                                                             
| | (n) | the Fourth Ranking Plateau Debt Guarantee;                                                  
| |     |                                                                                             
| | (o) | the Plateau Counter Indemnity Agreement;                                                    
| |     |                                                                                             
| | (p) | the N2C Resources Counter Indemnity Agreement;                                              
| |     |                                                                                             
| | (q) | each Transaction Security Document;                                                         
| |     |                                                                                             
| | (r) | any utilisation request for a utilisation under any of
      the agreements specified above.

RPM Funding Common Terms
Agreement means the written agreement entitled RPM Funding Common Terms
Agreement or similar concluded or to be concluded on or about the Signature
Date between RPM, the Borrower, Pelawan SPV, the Parent and certain others.

RPM Funding Loan means the
aggregate principal amount of the loan outstanding from time to time under the
RPM Funding Loan Agreement.

RPM Funding Loan Agreement
means the funding loan agreement in the agreed form, dated on or about the date
of this Agreement, between RPM as lender and Holdco as borrower setting out the
terms of the loan claim of RPM against Holdco outstanding following the
implementation of the Acquisition and the implementing of the steps contemplated
in step 7 (Capital rebalance) of the Structure Memorandum in the amount
of ZAR480,392,157 and which replaces the terms of the Holdco Shareholder Loan
Agreement.

RPM Holdco A Preference Share
Subscription Agreement means the RPM Holdco A Preference Share
Subscription Agreement as defined in the RPM Funding Common Terms Agreement;

RPM Holdco Subscription
Agreement means RPM Holdco Subscription Agreement as defined in the RPM
Funding Common Terms Agreement.

RPM Operating Cash Flow Shortfall
Facility Agreement means the operating cash flow shortfall facility
agreement in the agreed form, dated on or about the date of this Agreement,
between RPM as lender and the Borrower as borrower pursuant to

- 47 -

---

which RPM has made or has agreed to
make available to the Borrower a facility of up to ZAR778,000,000 to provide for
the Borrowers portion of cash flow shortfalls in Opco and the Borrowers
collateralisation obligations in relation to Permitted Guarantees required in
connection with the ordinary business of Opco.

RPM Pelawan SPV B1 Preference Share
Subscription Agreement means RPM Pelawan SPV B1 Preference Share
Subscription Agreement as defined in the RPM Funding Common Terms Agreement.

RPM Plateau A Preference Share
Subscription Agreement means RPM Plateau A Preference Share Subscription
Agreement as defined in the RPM Funding Common Terms Agreement.

RPM Plateau A Preference Share
Terms means RPM Plateau A Preference Share Terms as defined in the RPM
Funding Common Terms Agreement.

RPM Sale of Boikgantsho Shares and
Claims Agreement means the sale of shares and claims agreement, dated 28
March 2008, between RPM and Holdco, pursuant to which RPM will sell the 50% of
the issued share capital of Boikgantsho owned by it to Holdco in exchange for 6
139 shares in the issued share capital of Holdco.

RPM Sale of Ga-Phasha Shares and
Claims Agreement means the sale of shares and claims agreement, dated 28
March 2008, between RPM and Holdco, pursuant to which RPM will sell the 50% of
the issued share capital of Ga-Phasha owned by it to Holdco in exchange for 25
278 shares in the issued share capital of Holdco.

RPM Sale of Kwanda Shares
Agreement means the sale of shares agreement, dated 28 March 2008, between
RPM and Holdco, pursuant to which RPM will sell the 50% of the issued share
capital of Kwanda owned by it to Holdco in exchange for 108 shares in the issued
share capital of Holdco.

- 48 -

---

RPM Standby Facility Agreement
means the standby facility agreement in the agreed form, dated on or about the
date of this Agreement, between RPM as lender and the Borrower as borrower
pursuant to which RPM has made or has agreed to make available to the Borrower a
standby facility in accordance with clause 16 of the Holdco Shareholders
Agreement.

Sale of Concentrate Lebowa
Agreement means the sale of concentrate agreement, dated 21 December 2007,
between RPM and LPM, pursuant to which LPM sells and RPM purchases LPMs entire
production of concentrate from time to time, as amended by a first addendum to
sale of concentrate agreement, dated 6 March 2008, between RPM and LPM,

Sale of Concentrate Agreementmeans the sale of concentrate agreement, concluded or to be concluded
between RPM and Opco, pursuant to which Opco sells and RPM purchases Opcos
entire production of concentrate from time to time, substantially in the form of
Annexure 4 of the Sale of Lebowa Business Agreement;

Sale of Lebowa Business
Agreement means the sale of business agreement, dated 21 December 2007,
between LPM and Opco as amended by the first addendum to sale of business
agreement, dated 6 March 2008, between LPM and Opco, pursuant to which LPM sold
and Opco purchased the LPM Business.

SAMREC Code means the South
African Code for the Reporting of Exploration Results, Mineral Resources and
Mineral Reserves.

Screen Rate means in relation
to JIBAR, the percentage per annum mid market rate for deposits in Rand for the
relevant Interest Period displayed on the Reuters Screen SAFEY Page alongside
the caption Yield.

If the agreed page is replaced or
service ceases to be available, the Senior Agent may specify another page or
service displaying the appropriate rate after consultation with the Borrower and
the Lenders.

Second Ranking Opco Counter
Indemnity Agreement means the counter indemnity agreement, dated on or
about the date of this Agreement, between Opco and the Opco Security SPV
pursuant to which Opco indemnifies and holds the Opco Security SPV harmless in
respect of claims made against the Opco Security SPV under the Second Ranking
Opco Debt Guarantee and the Third Ranking Opco Debt Guarantee.

Second Ranking Opco Debt
Guarantee means the debt guarantee in the agreed form, dated on or about
the date of this Agreement, issued by the Opco Security SPV in favour of RPM for
the obligations of Holdco owed to RPM under the RPM Holdco A Preference Share
Subscription Agreement.

Second Ranking Plateau Debt
Guarantee means the debt guarantee in the agreed form, dated on or about
the date of this Agreement, issued by the Plateau Security SPV

- 49 -

---

in favour of RPM for the obligations of
the Borrower owed to RPM under the RPM Standby Facility Agreement.

Secured Assets means all of
the assets of the Security Providers which from time to time are, or are
expressed to be, the subject of the Transaction Security.

Secured Parties means each
Finance Party from time to time party to this Agreement, any Delegate, each
Plateau Hedge Counterparty from time to time party to the Plateau Intercreditor
Agreement, the Borrower, Holdco and RPM.

Security means (a) a mortgage,
assignation, charge, pledge, lien, security assignment, hypothecation, cession
conferring security, or other security interest securing any obligation of any
person or any other agreement or arrangement having a similar effect; or (b) 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
(c) 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.

Security Agent means Standard
Chartered Bank acting in its capacity as security agent for the Secured Parties
or such other security agent for the Secured Parties as shall be appointed
pursuant to the Global Intercreditor Agreement.

Security Provider means any
provider of Transaction Security.

Security SPV Documents means
collectively, the Plateau Security SPV Documents and the Opco Security SPV
Documents.

Security SPV Management
Agreement means the debt guarantor management agreement, dated on or about
the date of this Agreement, between GMG, the Senior Agent, the Security Agent,
the Plateau Security SPV and the Opco Security SPV pursuant to which GMG is
appointed to administer the Plateau Security SPV and the Opco Security SPV.

Security SPV Owner Trust means
the Lebowa Acquisition Security SPV Owner Trust, an inter vivostrust
established under the laws of South Africa.

Security SPV Owner Trust Deed
means the trust deed of the Security SPV Owner Trust in the agreed form, dated
on or about 11 June 2009, between the Senior Agent as donor and GMG as first
trustee.

Semi-Annual Date means each of
30 June and 31 December.

Semi-Annual Financial
Statements means the financial statements for a Financial Half-Year
delivered pursuant to paragraph (b) of Clause 25.1 (Financial
statements).

- 50 -

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Senior Agent means Standard
Chartered Bank acting in its capacity as agent for the Finance Parties or such
other agent for the Finance Parties as shall be appointed pursuant to Clause
31.12 (Resignation of the Senior Agent).

Services Agreement(s) means
the services agreement(s) in the agreed form entered into or, to be entered
into, pursuant to which members of the Anglo Group and/or the Anooraq Group
shall provide services to members of the Holdco Group, from time to time.

Share Adjustment Event means,
in relation to the Anooraq Common Shares, any:

| | (a) | subdivision, redivision or change of the outstanding
      Anooraq Common Shares into a greater number of Anooraq Common
    Shares;                                                                                                                                                                                                                
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (b) | consolidation, combination or reduction of the
      outstanding Anooraq Common Shares into a lesser number of Anooraq Common
      Shares;                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (c) | any reclassification of or amendment to the outstanding
      Anooraq Common Shares, any change of the Anooraq Common Shares into other
      shares or any other reorganization of the Parent (other than as described
      in paragraphs (a) and (b) above); or                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (d) | any consolidation, amalgamation, arrangement, merger or
      other form of business combination of the Parent with or into any other
      corporation resulting in any reclassification of the outstanding Anooraq
      Common Shares, any change of the Anooraq Common Shares into other shares
      or any other reorganization of the Parent.

Share Exchange Agreement means
the share exchange agreement, dated 21 January 2004, between Pelawan Investments
and the Parent and as amended from time to time.

Shareholder Loan Documents
means collectively, the Anooraq Shareholder Loan Agreement, the N2C Resources
Shareholder Loan Agreement and the N1C Resources Shareholder Loan Agreement.

South Africa means the
Republic of South Africa as constituted from time to time.

Specified Time means a time
determined in accordance with Schedule 11 (Timetables).

Standard Bank means The
Standard Bank of South Africa Limited (Registration No. 1962/000738/06), a
public company and registered bank incorporated according to the company and
banking laws of South Africa;

Standard Chartered Bank means
Standard Chartered Bank, Johannesburg Branch (Registration No: 2003/020177/10),
a company incorporated in England with limited liability by Royal Charter 1853,
under reference ZC18 and registered as an external company in South Africa.

- 51 -

---

Structure Memorandum means the
structure paper entitled APL Conversion Project Phase 3 Transaction
Steps and dated June 2009 describing the Group and the Acquisition and
approved by the Parent, in the agreed form capable of being relied upon by the
Finance Parties.

Subsidiary means, in relation
to any company or corporation, any person:

| | (a) | which is controlled, directly or indirectly, by the first
      mentioned company or corporation; or                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (b) | more than half the issued share capital of which is
      beneficially owned, directly or indirectly by the first mentioned company
      or corporation; or
| |     |                                                                                                                                                             
| | (c) | which is a Subsidiary of another Subsidiary of the first
      mentioned company or corporation,                                                            

and for this purpose:

| | (i)  | a company or corporation shall be treated as being
      controlled by another if that other company or corporation is able to
      direct its affairs and/or to control the composition of its board of
      directors or equivalent body;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                              
| | (ii) | a company or corporation will be treated as a Subsidiary
      if it would be classified as a subsidiary companyunder section
      1(3) of the Companies Act, 1973 of South Africa.                                                       

Syndication Date means the day
which is 180 (one hundred and eighty) days after the Closing Date or such other
date specified by the Arranger.

Target Assets means the assets
acquired, or to be acquired, by each member of the Holdco Group pursuant to, and
as more fully described in, the Acquisition Documents (including, without
limitation, the LPM Business and the Ga-Phasha Business).

Target Claim means 51% of the
claim of RPM against Holdco on loan account as at the Closing Date in an
aggregate principal amount of at least ZAR500,000,000.

Target Group means LPM,
Boikgantsho, Ga-Phasha and Kwanda and their respective direct or indirect
subsidiaries.

Target Shares means,
collectively 51% of the entire issued share capital of Holdco and the entire
issued share capital of Opco, Boikgantsho, Ga-Phasha and Kwanda.

Tax means any tax (including,
for the avoidance of doubt, VAT), 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).

Tax Opinion means the opinion
from Deneys Reitz Incorporated in relation to certain tax law aspects of the
Restructuring and the Acquisition dated on or before the Closing Date.

- 52 -

---

Technical Report means the
report by the Lenders Technical Advisor dated on or before the Closing Date
relating to Lebowa (including the Brakfontein Merensky Project) and addressed
to, and/or capable of being relied upon by, the Finance Parties.

Termination Date means the
date falling 108 (one hundred and eight) Months after the Closing Date.

Third Ranking Opco Debt
Guarantee means the debt guarantee in the agreed form, dated on or about
the date of this Agreement, issued by the Opco Security SPV in favour of RPM for
the obligations of the Borrower owed to RPM under the RPM Plateau A Preference
Share Subscription Agreement.

Third Ranking Plateau Debt
Guarantee means the debt guarantee in the agreed form, dated on or about
the date of this Agreement, issued by the Plateau Security SPV in favour of RPM
for the obligations of the Borrower owed to RPM under the RPM Operating Cash
Flow Shortfall Facility Agreement.

Total Commitments means the
aggregate of the Commitments, being as at the date of this Agreement,
ZAR500,000,000.

Trading Day means, with
respect to a stock exchange, a day on which such stock exchange is open for the
transaction of business and with respect to the over-the-counter market means a
day on which the TSX Venture Exchange is open, for the transaction of business.

Transaction Accounts means
collectively, the Disbursement Account, the Borrower Proceeds Account, the
Borrower Business Account(s), the Holdco Business Account and the Opco Business
Account.

Transaction Documents means
collectively:

| | (a) | the Finance Documents;                                             
| | --- | -------------------------------------------------------------------
| |     |                                                                    
| | (b) | the RPM Finance Documents;                                         
| |     |                                                                    
| | (c) | the Plateau Holdco A Preference Share Subscription
      Agreement;
| |     |                                                                    
| | (d) | the B Preference Share Documents;                                  
| |     |                                                                    
| | (e) | the Acquisition Documents;                                         
| |     |                                                                    
| | (f) | the Holdco Opco A Preference Share Subscription
      Agreement;   
| |     |                                                                    
| | (g) | the Holdco Opco Ordinary Share Subscription
    Agreement;         
| |     |                                                                    
| | (h) | the Community Trust Documents;                                     
| |     |                                                                    
| | (i) | the ESOP Documents;                                                
| |     |                                                                    
| | (j) | the Shareholder Loan Documents;                                    

- 53 -

---

| | (k) | the Holdco Shareholder Loan Agreement;               
| | --- | -----------------------------------------------------
| |     |                                                      
| | (l) | the Amendment to the Holdco Shareholders
  Agreement;
| |     |                                                      
| | (m) | the Opco Shareholder Loan Agreement;                 
| |     |                                                      
| | (n) | the Operating Agreements,                            

any other document designated in
writing as a Transaction Document by the Senior Agent and the Borrower.

Transaction Framework
Agreement means the transaction framework agreement, dated 3 September
2007, between, among others, Anglo Platinum, RPM and the Borrower.

Transaction Security means the
Security created or expressed to be created in favour of:

| | (a) | the Opco Security SPV or, where applicable in relation to
      the New Order Rights, the Security Agent (as principal creditor pursuant
      to the Global Intercreditor Agreement), pursuant to the Opco Security
      Documents;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                      
| | (b) | the Borrower and RPM pursuant to the Holdco Security
      Documents; and                                                                                                                                                            
| |     |                                                                                                                                                                                                                                      
| | (c) | the Plateau Security SPV pursuant to the Plateau Security
      Documents.                                                                                                                                                           

Transaction Security Documents
means:

| | (a) | the Opco Security Documents;      
| | --- | ----------------------------------
| |     |                                   
| | (b) | the Holdco Security Documents; and
| |     |                                   
| | (c) | the Plateau Security Documents,   

together with any other document
entered into by any Obligor creating or expressed to create any Security over
all or any part of its assets in respect of the obligations of any of the
Obligors under any of the Finance Documents.

Transfer has the meaning given
to it in clause 29.1.

Transfer Date means, in
relation to an assignment or transfer, the later of:

| | (a) | the proposed Transfer Date specified in the relevant
      Assignment Agreement; and
| | --- | ------------------------------------------------------------------------------------
| |     |                                                                                     
| | (b) | the date on which the Senior Agent executes the relevant
      Assignment Agreement.

Treasury Transactions means
any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price.

- 54 -

---

Umbrella Services Agreement
means the umbrella services agreement, dated 28 March 2008, between Anglo
Platinum, the Parent and Holdco, which contains, amongst other things, the high
level principles agreed upon amongst the Parent, Anglo Platinum and Holdco in
respect of the content of the Services Agreement(s).

Unpaid Sum means any sum due
and payable but unpaid by an Obligor under the Finance Documents.

USD and Dollars means
US Dollars, the lawful currency of the United States of America.

Utilisation means a Loan.

Utilisation Date means the
date on which a Utilisation is made.

Utilisation Request means a
notice substantially in the relevant form set out in Schedule 3
(Requests).

VAT means value-added tax
levied in terms of the South Africa Value-Added Tax Act, 1991.

Vendor means each of RPM and
the Borrower in their respective capacities as sellers of Sale Shares and
Sale Claims under each Acquisition Agreement.

|1.2 | Construction
|--- | ------------

| | (a) | Unless a contrary indication appears, a reference in this
      Agreement to:
| | --- | -----------------------------------------------------------------------------

| | (i)   | Boikgantsho, the Borrower, any
      Finance Party, Ga- Phasha, any Hedging
      Counterparty, Kwanda, any Lender, any
      Obligor, any Party, Pelawan Investments,
      Pelawan Dividend Trust, Pelawan Trust, any Secured
      Party, the Senior Agent, the Security Agent, the
      Arranger, RPM or any other person shall be construed so
      as to include its successors in title, permitted assigns and permitted
      transferees;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (ii)  | a Finance Document or a Transaction
      Document or any other agreement or instrument is a reference to that
      Finance Document or Transaction Document or other agreement or instrument
      as amended, novated, supplemented, extended or restated (however
      fundamentally);                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iii) | a document in agreed form is a document which is
      previously agreed in writing by or on behalf of the Borrower and the
      Senior Agent or, if not so agreed, is in the form acceptable to the Senior
      Agent;                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iv)  | arms length means terms that are fair and
      reasonable to the counterparty of a transaction and no more or less
      favourable to the other party to the relevant transaction as could
      reasonably be expected to be obtained in a comparable arms length
      transaction with a person that is not the ultimate holding company of such
      counterparty or an                                                                                                    

- 55 -

---

| |        | entity of which such counterparty or its ultimate holding
      company has direct or indirect control, or owns directly or indirectly
      more than 20% (twenty percent) of the share capital or similar rights of
      ownership.                                                                                                                                                                                                                                                                                                         
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (v)    | assets includes present and future properties,
      revenues and rights of every description;                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (vi)   | determines or determined means, unless
      otherwise specified, a determination made in the absolute discretion of
      the person making the determination;                                                                                                                                                                                                                                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (vii)  | guarantee means (other than in Clause 23
      (Guarantee and Indemnity)) any guarantee, letter of credit, bond,
      indemnity or similar assurance against loss, or any obligation, direct or
      indirect, actual or contingent, to purchase or assume any indebtedness of
      any person or to make an investment in or loan to any person or to
      purchase assets of any person where, in each case, such obligation is
      assumed in order to maintain or assist the ability of such person to meet
      its indebtedness;
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (viii) | 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;                                                                                                                                                                                                                                                                                                                                                        
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ix)   | a law shall be construed as any law (including
      statutory, common or customary law), statute, constitution, decree,
      judgment, treaty, regulation, directive, by-law, order, other legislative
      measure, directive or requirement (having the force of law) of any
      government, supranational, local government, statutory or regulatory or
      similar governmental body or authority or court and the common law, as
      amended, replaced, re-enacted, restated or reinterpreted from time to
      time;         
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (x)    | 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);                                                                                                                                                                                                                                                                                               
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (xi)   | a regulation includes any regulation, rule,
      official directive, request or guideline (having the force of law) of any
      governmental, intergovernmental or supranational body, agency, department
      or regulatory, self-regulatory or other authority or
  organisation;                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (xii)  | a provision of law is a reference to that provision as
      amended or re- enacted; and                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (xiii) | a time of day is a reference to London
  time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | (b) | Section, Clause and Schedule headings are for ease of
      reference only.
| | --- | ---------------------------------------------------------------------------

- 56 -

---

| | (c) | 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.                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                            
| | (d) | A Default is continuing if it has not been
      remedied in accordance with the provisions of this Agreement or
    waived.                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                            
| | (e) | Unless inconsistent with the context or save where the
      contrary is expressly indicated in any Finance Document:                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                            
| |     | (iv)                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                            
| |     | (v)                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                            
| |     | (vi)                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                            
| |     | (vii)                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                            
| | (f) | The headings to the clauses and schedules of any Finance
      Document are for reference purposes only and shall in no way govern or
      affect the interpretation of nor modify nor amplify the terms of any
      Finance Document nor any clause or schedule thereof.
| |     |                                                                                                                                                                                                                                                                            
| | (g) | Unless consistent with the context, an expression in any
      Finance Document which denotes:                                                                                                                                                                             

- 57 -

---

| | (i)   | any one gender includes the other genders;                              
| | ----- | ------------------------------------------------------------------------
| |       |                                                                         
| | (ii)  | a natural person includes an artificial person and
      vice versa; and
| |       |                                                                         
| | (iii) | the singular includes the plural and vice
      versa.                  

| | (h) | The Schedules to any Finance Document form an integral
      part thereof and words and expressions defined in any Finance Document
      shall bear, unless the context otherwise requires, the same meaning in
      such Schedules. To the extent that there is any conflict between the
      Schedules to any Finance Document and the provisions of the relevant
      Finance Document, the provisions of the relevant Finance Document shall
      prevail.     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (i) | Where any term is defined within the context of any
      particular clause in any Finance Document, the terms so defined, unless it
      is clear from the clause in question that term so defined has limited
      application to the relevant clause, shall bear the same meaning as
      ascribed to it for all purposes in terms of the relevant Finance Document,
      notwithstanding that that term has not been defined in any interpretation
      clause.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (j) | The rule of construction that, in the event of ambiguity,
      the contract shall be interpreted against the Party responsible for the
      drafting thereof, shall not apply in the interpretation of the Finance
      Document.                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (k) | The expiration or termination of any Finance Documents
      shall not affect such of the provisions of the Finance Documents as
      expressly provided that they will operate after any such expiration or
      termination or which of necessity must continue to have effect after such
      expiration or termination, notwithstanding that the clauses themselves do
      not expressly provide for this.                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (l) | The Finance Documents shall to the extent permitted by
      applicable law be binding on and enforceable by the administrators,
      trustees, permitted assigns or liquidators of the Parties as fully and
      effectually as if they have signed the Finance Documents in the first
      instance and reference to any Party shall be deemed to include such
      Partys administrators, trustees, permitted assigns or liquidators, as the
      case may be. 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (m) | The use of any expression in any Finance Document
      covering a process available under South African law such as winding-up
      (without limitation eiusdem generis) shall, if any of the Parties
      to the Finance Documents is subject to the law of any other jurisdiction,
      be construed as including any equivalent or analogous proceedings under
      the law of such other jurisdiction.                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (n) | 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.                                                                                                                                                                                                                                                                                                          

- 58 -

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SECTION 2

THE FACILITY

|2.  | THE FACILITIES                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                 
|2.1 | The Facilities                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                 
|    | Subject to the terms of this Agreement, the Lenders agree
      to make available a Rand denominated term loan facility available to the
      Borrower by way of a single Utilisation on the Closing Date in an
      aggregate amount equal to or up to the Total Commitments.
|    |                                                                                                                                                                                                                                                                                 
|2.2 | Finance Parties' rights and obligations                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                 
|2.3 | Obligors' Agent                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                             

- 59 -

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Obligors' Agent or given to the
Obligors' Agent 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 Obligors' Agent and
any other Obligor, those of the Obligors' Agent shall prevail.

|3.  | PURPOSE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1 | Purpose                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Borrower shall apply all amounts borrowed by it under
      the Facility towards payment to RPM of the purchase price for the Target
      Claim under the Holdco Sale of Shares Agreement as described in the Funds
      Flow Statement and Structure Memorandum.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Lenders will only be obliged to comply with Clause
      5.4 (Lenders' participation) in relation to any Utilisation if on
      or before the Utilisation Date for that Utilisation, the Senior Agent has
      received all of the documents and other evidence listed in Part IA of
      Schedule 2 (Conditions precedent) in form and substance
      satisfactory to the Senior Agent. The Senior Agent shall notify the Parent
      and the Lenders promptly upon being so satisfied.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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), if on the date of the Utilisation Request
      and on the proposed Utilisation Date:                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.3 | The Number of Utilisations                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Borrower may not deliver more than one Utilisation
      Request for the Facility under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                      

- 60 -

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SECTION 3

UTILISATION

|5.  | UTILISATION                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                 
|5.1 | Delivery of the Utilisation Request                                                                                                                                                                             
|    |                                                                                                                                                                                                                 
|    | The Borrower may utilise the Facilities by delivery to
      the Senior Agent of a single duly completed Utilisation Request not later
      than the Specified Time.                                           
|    |                                                                                                                                                                                                                 
|5.2 | Completion of a Utilisation Request for
    Loans                                                                                                                                                               
|    |                                                                                                                                                                                                                 
|    | The Utilisation Request is irrevocable and will not be
      regarded as having been duly completed unless:                                                                                                     
|    |                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                 
|5.3 | Currency and amount                                                                                                                                                                                             
|    |                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                 
|5.4 | Lenders' participation                                                                                                                                                                                          
|    |                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                 
|5.5 | Limitations on Utilisation                                                                                                                                                                                      
|    |                                                                                                                                                                                                                 
|    | The Facilities may only be utilised on the Closing Date
      and only if the Facilities are utilised simultaneously by way of a single
      Utilisation Request as set out in Clause 2.1 (The
    Facilities).

- 61 -

---

|5.6 | Cancellation                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                        
|    | Any amount of the Facilities which is not Utilised by way
      of a single Utilisation Request on the Closing Date in accordance with
      Clause 5.1 (Delivery of the Utilisation Request) shall be
      cancelled.
|    |                                                                                                                                                                                                                        
|6.  | [INTENTIONALLY LEFT BLANK]                                                                                                                                                                                             
|    |                                                                                                                                                                                                                        
|7.  | [INTENTIONALLY LEFT BLANK]                                                                                                                                                                                             
|    |                                                                                                                                                                                                                        
|8.  | [INTENTIONALLY LEFT BLANK]                                                                                                                                                                                             
|    |                                                                                                                                                                                                                        
|9.  | [INTENTIONALLY LEFT BLANK]                                                                                                                                                                                             

- 62 -

---

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

|10.  | REPAYMENT                                   
|---- | --------------------------------------------
|     |                                             
|10.1 | Repayment of Loan and Rollup Interest
  Loan
|     |                                             
|     | (a)                                         

Repayment Date
    Repayment Instalment31 January 2013
    1/1231 July 2013
    1/1231 January 2014
    1/1231 July 2014
    1/1231 January 2015
    1/1231 July 2015
    1/1231 January 2016
    1/1231 July 2016
    1/1231 January 2017
    1/1231 July 2017
    1/12


- 63 -

---

31 January 2018
    1/12Termination Date
    1/12


| | (b) | During the period commencing on the Closing Date and
      ending on the earlier of 31 July 2012 and the day falling 36 Months after
      the Closing Date the Borrower shall repay the Rollup Interest Loans (if
      there are any Rollup Interest Loans) in instalments by way of a cash
      sweep, by repaying:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                        
| | (c) | With effect from 31 January 2013, the Borrower shall
      repay the Rollup Interest Loans (if there are any Rollup Interest Loans)
      in instalments by repaying on each Repayment Date set out below an amount
      equal to the greater of:                                                                     
| |     |                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                    

- 64 -

---

| | (ii) | an instalment which reduces the outstanding aggregate
      Rollup Interest Loans (determined as of the last day of the Rollup Period)
      by an amount equal to the relevant proportion of the Rollup Interest Loans
      as set out in the table below (or where a portion of the Rollup Interest
      Loans has previously been repaid by the Borrower, the amount representing
      the balance of such instalment as certified by the Borrower not less than
      10 (ten) Business Days prior to the relevant Interest Payment Date in a
      Borrower Certification) or which reduces the Rollup Interest Loans to zero
      before the Termination Date:
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Repayment Date
    Repayment Instalment31 January 2013
    1/1231 July 2013
    1/1231 January 2014
    1/1230 July 2014
    1/1231 January 2015
    1/1230 July 2015
    1/1231 January 2016
    1/1230 July 2016
    1/1231 January 2017
    1/1230 July 2017
    1/1231 January 2018
    1/12Termination Date
    1/12


| | (d) | Where the Rollup Interest Loans are repaid under
      paragraph (c)(i) above pursuant to the cash sweep referred to therein,
      then the amount of each instalment for the Rollup Interest Loans on each
      Repayment Date as set out in paragraph (c)(ii) above falling after that
      repayment will reduce in inverse chronological order by the amount of the
      Rollup Interest Loans repaid.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | The Borrower may not reborrow any part of a Loan which is
      repaid.                                                                                                                                                                                                                                                                                                                                       

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|10.2 | Effect of cancellation and prepayment on scheduled
      repayments and reductions                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                    
|     | (d)                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                    
|11.  | ILLEGALITY, VOLUNTARY PREPAYMENT AND
      CANCELLATION                                                                                                                                                            
|     |                                                                                                                                                                                                                    
|11.1 | 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, issue or maintain its participation in any
    Loan:
|     |                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                    
|11.2 | [INTENTIONALLY LEFT BLANK]                                                                                                                                                                                         

- 66 -

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|11.3 | Voluntary cancellation                                                  
|---- | ------------------------------------------------------------------------
|     |                                                                         
|     | (a)                                                                     
|     |                                                                         
|     | (b)                                                                     
|     |                                                                         
|11.4 | Voluntary prepayment of Loans                                           
|     |                                                                         
|     | (a)                                                                     
|     |                                                                         
|     | (b)                                                                     
|     |                                                                         
|11.5 | Right of cancellation and repayment in relation to a
      single Lender
|     |                                                                         
|     | (a)                                                                     
|     |                                                                         
|     |                                                                         
|     |                                                                         
|     |                                                                         
|     |                                                                         
|     |                                                                         
|     |                                                                         
|     | (b)                                                                     
|     |                                                                         
|     | (c)                                                                     
|     |                                                                         
|12.  | MANDATORY PREPAYMENTS:                                                  
|     |                                                                         
|12.1 | Change of Control                                                       
|     |                                                                         
|     | Upon the occurrence of:                                                 

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| | (a) | a Change of Control; or                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                            
| | (b) | the sale of all or substantially all of the assets of
      Opco whether in a single transaction or a series of related
      transactions,

then:

| | (i)  | the Borrower shall promptly notify the Senior Agent upon
      becoming aware of that event; and                                                                                                                                                                                                                                                                                                                                                                 
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii) | the Senior Agent shall, if the Majority Lenders so
      require (whether or not the Borrower complied with paragraph (i) above),
      promptly cancel the Facilities and declare the Loans, together with
      accrued interest and all other amounts accrued under the Finance
      Documents, immediately due and payable, whereupon the Facilities will be
      cancelled and all such outstanding amounts will become immediately due and
      payable.

|12.2 | Opco Funding Loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Upon the occurrence of any prepayment or repayment of the
      Opco Funding Loan pursuant to a Permitted Disposal of the assets of a
      Project Company and the shares in a Project Company contemplated by
      paragraph (e) of the definition of Permitted Disposal, the Borrower
      shall:                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.  | RESTRICTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.1 | Notices of Cancellation or Prepayment                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Any notice of cancellation, prepayment, authorisation or
      other election given by any Party under Clause 11 (Illegality,
      voluntary prepayment and cancellation) shall (subject to the terms of
      that Clause) be irrevocable and, unless a contrary indication appears in
      this Agreement, any such notice 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.2 | Interest and other amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Any prepayment under this Agreement shall be made
      together with accrued interest on the amount prepaid and Break Costs (if
      applicable), and otherwise (except as may arise under the Plateau Hedging
      Documents) without premium or penalty, provided that if a Lender obtains
      any Break Gains as a result of such prepayment, such Break Gains shall be
      payable by the Lender to the Borrower.                                                                  

- 68 -

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|13.3 | No reborrowing of the Facilities                                                                                                                                                                                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                       
|     | The Borrower may not reborrow any part of the Facility
      which is prepaid including, for the avoidance of doubt, any portion of the
      Rollup Interest Loan.                                                                                   
|     |                                                                                                                                                                                                                                                       
|13.4 | Prepayment in accordance with Agreement                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                       
|     | The Borrower 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.                                          
|     |                                                                                                                                                                                                                                                       
|13.5 | No reinstatement of Commitments                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                       
|     | No amount of the Total Commitments cancelled under this
      Agreement may be subsequently reinstated.                                                                                                                                               
|     |                                                                                                                                                                                                                                                       
|13.6 | Senior Agent's receipt of Notices                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                       
|     | If the Senior Agent receives a notice under Clause 11
      (Illegality, voluntary prepayment and cancellation) it shall
      promptly forward a copy of that notice or election to either the Borrower
      or the affected Lender, as appropriate.
|     |                                                                                                                                                                                                                                                       
|13.7 | Prepayment elections                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                       
|     | The Senior Agent shall notify the Lenders as soon as
      possible of any proposed prepayment of any Loan under Clause 11.4
      (Voluntary prepayment of Loans).                                                                                   

- 69 -

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SECTION 5

COSTS OF UTILISATION

|14.  | INTEREST                                                                                                                                                   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                            
|14.1 | 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:          
|     |                                                                                                                                                            
|     | (a)                                                                                                                                                        
|     |                                                                                                                                                            
|     | (b)                                                                                                                                                        
|     |                                                                                                                                                            
|     | (c)                                                                                                                                                        
|     |                                                                                                                                                            
|     | which shall accrue, in each case, on a day to day basis
      and shall be calculated, in arrears, and compounded at the end of each
      Interest Period.
|     |                                                                                                                                                            
|14.2 | Payment of interest                                                                                                                                        
|     |                                                                                                                                                            
|     | (a)                                                                                                                                                        
|     |                                                                                                                                                            
|     | (b)                                                                                                                                                        
|     |                                                                                                                                                            
|     | (c)                                                                                                                                                        
|     |                                                                                                                                                            
|     |                                                                                                                                                            
|     |                                                                                                                                                            
|     |                                                                                                                                                            

- 70 -

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| |     | provided that the aggregate amounts of interest so
      capitalised and Net Swap Payments so advanced during the Rollup Period may
      not exceed the Rollup Cap Amount. For the avoidance of doubt, if the
      Rollup Period ends during an Interest Period before an Interest Payment
      Date, all interest accruing during the remainder of the Interest Period
      (after the last day of the Rollup Period) shall be required to be paid in
      full on the next Interest Payment Date.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | The amount of each Lender's participation in each funded
      Net Swap Payment will be equal to the proportion borne by its
      participation in the Loans to the total Loans immediately prior to making
      the advance of the Net Swap Payment.                                                                                                                                                                                                                                                 

|14.3 | Default interest                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                 
|     | (a)                                                                                                                                             
|     |                                                                                                                                                 
|     | (b)                                                                                                                                             
|     |                                                                                                                                                 
|     |                                                                                                                                                 
|     |                                                                                                                                                 
|     |                                                                                                                                                 
|     |                                                                                                                                                 
|     | (c)                                                                                                                                             
|     |                                                                                                                                                 
|14.4 | Notification of rates of interest                                                                                                               
|     |                                                                                                                                                 
|     | The Senior Agent shall promptly notify the Lenders and
      the Borrower of the determination of a rate of interest under this
      Agreement.
|     |                                                                                                                                                 
|15.  | INTEREST PERIODS                                                                                                                                
|     |                                                                                                                                                 
|15.1 | Interest Periods                                                                                                                                
|     |                                                                                                                                                 
|     | (a)                                                                                                                                             

- 71 -

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| |     | Borrower and the Senior Agent (acting on the instructions
      of all the Lenders), provided that the first Interest Period will commence
      on the Utilisation Date and end on the day before the first Interest
      Payment Date and the last Interest Period shall commence on the last
      Interest Payment Date prior to the Termination Date and end on the
      Termination Date.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | An Interest Period for a Loan shall not extend beyond the
      Termination Date.                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Each Interest Period for each Loan shall start on the
      Utilisation Date or (if already made) on the day immediately following the
      last day of its preceding Interest Period.                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | If two or more Interest Periods relating to Rollup
      Interest Loans end on the same date, those Rollup Interest Loans will be
      consolidated into, and treated as, a single Rollup Interest Loan, on the
      last day of the Interest Period.                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | Prior to the Syndication Date, Interest Periods may be
      shortened to one Month or such other period as the Senior Agent and the
      Borrower may agree in writing and any Interest Period which would
      otherwise end during the Month preceding or extend beyond the Syndication
      Date shall end on the Syndication Date.                                                       

|15.2 | Changes to Interest Periods                                                                                                                                                                                                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                            
|15.3 | Non-Business Days                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                            
|     | If an Interest Period would otherwise end on a day which
      is not a Business Day, that Interest Period will instead end on the next
      Business Day in that calendar month (if there is one) or the preceding
      Business Day (if there is not).                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                            
|16.  | CHANGES TO THE CALCULATION OF INTEREST                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                            
|16.1 | Absence of quotations                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                            
|     | Subject to Clause 16.2 (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, the applicable JIBAR shall be determined on the basis of
      the quotations of the remaining Reference Banks.

- 72 -

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|16.2 | Market disruption                       
|---- | ----------------------------------------
|     |                                         
|     | (a)                                     
|     |                                         
|     |                                         
|     |                                         
|     |                                         
|     |                                         
|     |                                         
|     |                                         
|     | (b)                                     
|     |                                         
|16.3 | Alternative basis of interest or funding
|     |                                         
|     | (a)                                     
|     |                                         
|     | (b)                                     
|     |                                         
|16.4 | Break Costs and Break Gains             
|     |                                         
|     | (a)                                     
|     |                                         
|     | (b)                                     
|     |                                         
|     | (c)                                     

- 73 -

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|17.  | FEES                                                                                                                                                        
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                             
|17.1 | Commitment fee                                                                                                                                              
|     |                                                                                                                                                             
|     | (a)                                                                                                                                                         
|     |                                                                                                                                                             
|     | (b)                                                                                                                                                         
|     |                                                                                                                                                             
|17.2 | Arrangement fee                                                                                                                                             
|     |                                                                                                                                                             
|     | The Borrower shall pay to the Arranger a structuring,
      arrangement and underwriting fee in the amount and at the times agreed in
      a Fee Letter.   
|     |                                                                                                                                                             
|17.3 | Agency fee                                                                                                                                                  
|     |                                                                                                                                                             
|     | The Borrower shall pay to the Senior Agent (for its own
      account) an agency fee in the amount and at the times agreed in a Fee
      Letter.           
|     |                                                                                                                                                             
|17.4 | Security Agent fee                                                                                                                                          
|     |                                                                                                                                                             
|     | The Borrower shall pay to the Security Agent (for its own
      account) the Security Agent fee in the amount and at the times agreed in a
      Fee Letter.

- 74 -

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

|18.  | TAX GROSS UP AND INDEMNITIES
|---- | ----------------------------
|     |                             
|18.1 | Definitions                 
|     |                             
|     | (a)                         
|     |                             
|     |                             
|     |                             
|     |                             
|     |                             
|     |                             
|     |                             
|     |                             
|     |                             
|     | (b)                         
|     |                             
|18.2 | Tax gross-up                
|     |                             
|     | (a)                         
|     |                             
|     | (b)                         
|     |                             
|     | (c)                         
|     |                             
|     | (d)                         

- 75 -

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| | (e) | Within 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 Senior 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | A Lender and each Obligor which makes a payment to which
      that Lender is entitled shall co-operate in completing any procedural
      formalities (including, without limitation, the delivery of any necessary
      forms and certificates required by applicable law) necessary for that
      Obligor to obtain authorisation to make that payment without a Tax
      Deduction or to make that payment with a lesser Tax
  Deduction.    

|18.3 | Tax indemnity
|---- | -------------
|     |              
|     | (a)          
|     |              
|     | (b)          
|     |              
|     |              
|     |              
|     |              
|     |              
|     |              
|     |              
|     |              
|     |              
|     |              
|     |              
|     | (c)          

- 76 -

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| | (d) | A Protected Party shall, on receiving a payment from an
      Obligor under this Clause 18.3, notify the Senior
Agent.
| | --- | ----------------------------------------------------------------------------------------------------------------------

|18.4 | Tax Credit                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | If an Obligor makes a Tax Payment and the relevant
      Finance Party determines that:                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 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. The Finance Party shall, on
      making such payment to the Obligor, notify the Senior Agent that it has
      made such payment and of the amount of such payment.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|18.5 | Stamp taxes                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The Borrower shall pay and, within three Business Days of
      demand, indemnify each Finance Party against any cost, loss or liability
      (properly evidenced) that Finance Party incurs in relation to all stamp
      duty, registration and other similar Taxes payable in respect of any
      Finance Document.                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|18.6 | Value added tax                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                        

- 77 -

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determines that it is not entitled to
credit or repayment from the relevant tax authority in respect of the VAT.

|19.  | INCREASED COSTS      
|---- | ---------------------
|     |                      
|19.1 | Increased costs      
|     |                      
|     | (a)                  
|     |                      
|     | (b)                  
|     |                      
|     |                      
|     |                      
|     |                      
|     |                      
|     |                      
|     |                      
|     |                      
|     |                      
|19.2 | Increased cost claims
|     |                      
|     | (a)                  
|     |                      
|     | (b)                  
|     |                      
|19.3 | Exceptions           
|     |                      
|     | (a)                  
|     |                      
|     |                      
|     |                      
|     |                      

- 78 -

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| | (iii) | compensated for by the payment of the Mandatory Cost;
      or                                                                                 
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                
| | (iv)  | attributable to the wilful breach of or non compliance
      with, any law or regulation by the relevant Finance Party or its
      Affiliates.

| | (b) | In this Clause 19.3 reference to a Tax Deduction
      has the same meaning given to the term in Clause 18.1
      (Definitions).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

|20.  | OTHER INDEMNITIES 
|---- | ------------------
|     |                   
|20.1 | Currency indemnity
|     |                   
|     | (a)               
|     |                   
|     |                   
|     |                   
|     |                   
|     |                   
|     |                   
|     |                   
|     | (b)               
|     |                   
|20.2 | Other indemnities 
|     |                   
|     | (a)               
|     |                   
|     |                   
|     |                   
|     |                   
|     |                   
|     |                   

- 79 -

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| |      | Agreement (other than by reason of default or negligence
      by that Finance Party alone); or                                            
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                            
| | (iv) | the Utilisation (or part of the Utilisation) not being
      prepaid in accordance with a notice of prepayment given by the
      Borrower.

| | (b) | The Borrower shall promptly indemnify each Finance Party,
      each Affiliate of a Finance Party and each officer or employee of a
      Finance Party or its Affiliate, against any cost, loss or liability
      incurred (provided in relation to a cost, it was reasonably incurred) by
      that Finance Party or its Affiliate (or officer or employee of that
      Finance Party or Affiliate) in connection with or arising out of the
      Acquisition or the funding of the Acquisition (including but not limited
      to those incurred in connection with any litigation, arbitration or
      administrative proceedings or regulatory enquiry concerning the
      Acquisition), unless such loss or liability is caused by the gross
      negligence or wilful misconduct of that Finance Party or its Affiliate (or
      employee or officer of that Finance Party or Affiliate). Any Affiliate or
      any officer or employee of a Finance Party or its Affiliate may rely on
      this Clause 20.2, as a stipulatio
alteri.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|20.3 | Indemnity to the Senior Agent                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                        
|     | The Borrower shall promptly indemnify the Senior Agent
      against any cost, loss or liability incurred by the Senior Agent (acting
      reasonably) as a result of:
|     |                                                                                                                                                                        
|     | (a)                                                                                                                                                                    
|     |                                                                                                                                                                        
|     | (b)                                                                                                                                                                    
|     |                                                                                                                                                                        
|     | (c)                                                                                                                                                                    
|     |                                                                                                                                                                        
|20.4 | Indemnity to the Security Agent and the Plateau
      Security SPV                                                                                                     
|     |                                                                                                                                                                        
|     | (a)                                                                                                                                                                    
|     |                                                                                                                                                                        
|     |                                                                                                                                                                        
|     |                                                                                                                                                                        
|     |                                                                                                                                                                        
|     |                                                                                                                                                                        
|     |                                                                                                                                                                        

- 80 -

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| | (b) | The Security Agent and/or the Plateau Security SPV may,
      in priority to any payment to the Secured Parties, indemnify itself out of
      the Secured Assets in respect of, and pay and retain, all sums necessary
      to give effect to the indemnity in this Clause 20.4 and shall have a lien
      on the Transaction Security and the proceeds of the enforcement of the
      Transaction Security for all monies payable to
it.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21.  | MITIGATION BY THE LENDERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21.1 | Mitigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21.2 | Limitation of liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|22.  | COSTS AND EXPENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|22.1 | Transaction expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The Borrower shall within 3 (three) Business Days of
      demand pay each Finance Party the amount of all costs and expenses
      (including legal fees) reasonably incurred by any of them (and, in the
      case of the Security Agent and/or the Plateau Security SPV, by any
      Delegate) in connection with the negotiation, preparation, printing,
      execution, syndication (other than syndication related costs incurred in
      connection with the execution of Assignment Agreements and accession of
      Lenders made after close of primary syndication) and perfection
  of:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|22.2 | Amendment costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | If (a) an Obligor requests an amendment, waiver or
      consent or (b) an amendment is required pursuant to Clause 34.9 (Change
      of currency), the Borrower shall, within 3 (three) Business Days of
      demand, reimburse each Finance Party for the amount of all costs and
      expenses (including legal fees) reasonably incurred by each Finance Party
      (and, in the case of the Security Agent and/or the Plateau Security SPV,
      by any Delegate) in responding to, evaluating, negotiating or complying
      with that request or requirement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|22.3 | Security Agents and the Plateau Security SPVs
      ongoing costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|22.4 | Enforcement and preservation costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Subject to any binding court order to the contrary, the
      Borrower shall, within 3 (three) Business Days of demand, pay to each
      Finance Party the amount of all costs and expenses (including legal fees)
      incurred by it in connection with the enforcement of or the preservation
      of any rights under any Finance Document and the Transaction Security and
      any proceedings instituted by or against the Plateau Security SPV as a
      consequence of taking or holding the Transaction Security or enforcing
      these rights.          

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SECTION 7

GUARANTEE

|23.  | GUARANTEE AND INDEMNITY                                                                                                                                                                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                           
|23.1 | Guarantee and indemnity                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                           
|     | Each Guarantor irrevocably and unconditionally jointly
      and severally:                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                           
|     | (c)                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                           
|23.2 | 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.                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                           
|23.3 | Reinstatement                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                           
|     | If any payment by an Obligor or any discharge 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 as a
      result of insolvency or any similar event:                                                                  
|     |                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                           
|23.4 | Waiver of defences                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                           
|     | The obligations of each Guarantor under this Clause 23
      will not be affected by an act, omission, matter or thing which, but for
      this Clause 23, would reduce, release or prejudice any of its obligations
      under this Clause 23 (without limitation and whether or not known to it or
      any Finance Party) including:
|     |                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                       

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| | (b) | 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;                                                                                                                                                                                                                                           
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | the taking, variation, compromise, exchange, renewal or
      release of, or refusal or neglect to perfect, 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;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | 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;                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | any amendment, novation, supplement, extension (whether
      of maturity or otherwise) or restatement (in each case, however
      fundamental and of whatsoever nature) or replacement of a Finance Document
      or any other document or security;                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f) | any unenforceability, illegality or invalidity of any
      obligation of any person under any Finance Document or any other document
      or security; or                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (g) | any insolvency or similar
proceedings.                                                                                                                                                                                                                                                                                                                                                                     

|23.5 | Guarantor Intent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Without prejudice to the generality of Clause 23.4
      (Waiver of Defences), each Guarantor expressly confirms that it
      intends that this guarantee shall extend from time to time to any (however
      fundamental) variation, increase, extension or addition of or to any of
      the Finance Documents and/or any facility or amount made available under
      any of the Finance Documents for the purposes of or in connection with any
      of the following: acquisitions of any nature; increasing working capital;
      enabling investor distributions to be made; carrying out restructurings;
      refinancing existing facilities; refinancing any other indebtedness;
      making facilities available to new borrowers; any other variation or
      extension of the purposes for which any such facility or amount might be
      made available from time to time; and any fees, costs and/or expenses
      associated with any of the foregoing.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.6 | 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 this Clause 23.
      This waiver applies irrespective of any law or any provision of a Finance
      Document to the contrary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.7 | 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) may without affecting the liability of any of the Guarantors
      under this Clause 23:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

- 84 -

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| | (a) | refrain from applying or enforcing any other moneys,
      security or rights held or received by that Finance Party (or any trustee
      or agent on its behalf) in respect of those amounts, or apply and enforce
      the same in such manner and order as it sees fit (whether against those
      amounts or otherwise) and no Guarantor shall be entitled to the benefit of
      the same; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | hold in an interest-bearing suspense account any moneys
      received from any Guarantor or on account of any Guarantor's liability
      under this Clause 23.                                                                                                                                                                                                                                       

|23.8 | 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 Senior Agent otherwise directs, no
      Guarantor will exercise any rights which it may have by reason of payment
      by it of any amounts owing under the Finance Documents:                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 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 the Finance Parties and shall promptly pay or transfer the same
      to the Senior Agent or as the Senior Agent may direct for application in
      accordance with Clause 34 (Payment mechanics) of this
    Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|23.9 | 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:                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

- 85 -

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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.

|23.10 | 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.
|      |                                                                                                                                                                
|23.11 | Guarantee Limitations                                                                                                                                          
|      |                                                                                                                                                                
|      | (a)                                                                                                                                                            
|      |                                                                                                                                                                
|      | (b)                                                                                                                                                            

- 86 -

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

|24.  | REPRESENTATIONS                   
|---- | ----------------------------------
|     |                                   
|24.1 | General                           
|     |                                   
|     | (a)                               
|     |                                   
|     | (b)                               
|     |                                   
|24.2 | Status                            
|     |                                   
|     | (a)                               
|     |                                   
|     | (b)                               
|     |                                   
|24.3 | Binding obligations               
|     |                                   
|     | Subject to the Legal Reservations:
|     |                                   
|     | (a)                               
|     |                                   
|     | (b)                               

- 87 -

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|24.4 | Non-conflict with other obligations                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                 
|     | The entry into and performance by it and each member of
      the Borrower Group of, and the transactions contemplated by, the
      Transaction Documents and the granting of the Transaction Security do not
      and will not conflict with:
|     |                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                 
|     | (c)                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                 
|24.5 | Power and authority                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                 
|24.6 | Validity and admissibility in evidence                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                             

- 88 -

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|24.7 | Governing law and enforcement                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|24.8 | Insolvency                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | No:                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|24.9 | No filing or stamp taxes                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Under the laws of its and each member of the Borrower
      Groups Relevant Jurisdiction 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, notarial or similar
      Taxes or fees be paid on or in relation to the Finance Documents or the
      transactions contemplated by the Finance Documents except:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | which registrations, filings, taxes and fees will be made
      and paid promptly after the date of the relevant Finance
  Document.                                                                                                                                                                                                                                                                                                          

- 89 -

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|24.10 | Deduction of Tax                                                                                                                                                                                                                                                                                                                                                                               
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | Neither it nor any member of the Borrower Group is
      required to make any deduction for or on account of Tax from any payment
      it may make under any Finance Document except in relation to the Original
      Guarantor, N1C Resources or the Parent only, as expressly provided for in
      any Legal Reservations expressed in any Cayman Islands or Canadian Legal
      Opinion.
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|24.11 | No default                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|24.12 | No misleading information                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | Save as disclosed to the Senior Agent and the Arranger
      prior to the date of this Agreement (or, in relation to the Information
      Memorandum, prior to the date of the Information Memorandum):                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                            

- 90 -

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| | (e) | no event or circumstance has occurred or arisen and no
      information has been omitted from the Information Memorandum or the
      Information Package and no information has been given or withheld that
      results in the information, opinions, intentions, forecasts or projections
      contained in the Information Memorandum or the Information Package being
      untrue or misleading in any material respect;                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | all material information provided to a Finance Party by
      or on behalf of the Parent or the Borrower in connection with the
      Acquisition and/or the Borrower Group on or before the date of this
      Agreement and not superseded before that date (whether or not contained in
      the Information Package) is accurate and not misleading in any material
      respect and all projections provided to any Finance Party on or before the
      date of this Agreement have been prepared in good faith on the basis of
      assumptions which were reasonable at the time at which they were prepared
      and supplied; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g) | all other information provided by any member of the
      Borrower Group (including its advisers) to a Finance Party or the provider
      of any Report was true, complete and accurate in all material respects as
      at the date it was provided and is not misleading in any
  respect.                                                                                                                                                                                                                                                                                                                                                 

|24.13 | Original Financial Statements
|----- | -----------------------------
|      |                              
|      | (a)                          
|      |                              
|      | (b)                          
|      |                              
|      | (c)                          
|      |                              
|      | (d)                          
|      |                              
|      | (e)                          
|      |                              
|      |                              

- 91 -

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| | (ii) | give a true and fair view of (if audited) or fairly
      present (if unaudited) its consolidated financial condition as at the end
      of, and consolidated results of operations for, the period to which they
      relate.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | The budgets and forecasts supplied under this Agreement
      were arrived at after careful consideration and have been prepared in good
      faith on the basis of recent historical information and on the basis of
      assumptions which were reasonable as at the date they were prepared and
      supplied.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                     
| | (g) | Since the date of the most recent financial statements
      delivered pursuant to Clause 25.1 (Financial Statements)there has
      been no material adverse change in the business, assets or financial
      condition of any Obligor or any member of the Borrower
  Group.                                     

|24.14 | No proceedings pending or threatened                                                                                                                                                                                                                                                                                                                                                                              
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | No litigation, arbitration or administrative proceedings
      or investigations of, or before, any court, arbitral body or agency which,
      if adversely determined, are reasonably likely to have a Material Adverse
      Effect have (to the best of its knowledge and belief (having made due and
      careful enquiry)) been started or threatened against it or any member of
      the Borrower Group.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|24.15 | No breach of laws                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|24.16 | Environmental laws                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                               

- 92 -

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in the Environmental Report is
adequately provided for in the Base Case Model.

|24.17 | Taxation                                                                                                                                                                                                                                  
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                           
|      | (a)                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                           
|      | (b)                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                           
|      | (c)                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                           
|24.18 | Security and Financial Indebtedness                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                           
|      | (a)                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                           
|      | (b)                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                           
|24.19 | Ranking                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                           
|      | The Transaction Security has or will have the ranking in
      priority which it is expressed to have in the Transaction Security
      Documents and it is not subject to any prior ranking or pari passuranking Security.               
|      |                                                                                                                                                                                                                                           
|24.20 | Good title to assets                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                           
|      | It and each member of the Borrower Group has a good and
      valid title to, or valid leases or licences of, and all appropriate
      Authorisations to use, the assets necessary to carry on its business as
      presently conducted.
|      |                                                                                                                                                                                                                                           
|24.21 | Legal and beneficial ownership                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                           
|      | (a)                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                           
|      | (b)                                                                                                                                                                                                                                       

- 93 -

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|24.22 | Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | The shares of any member of the Borrower Group which are
      subject to the Transaction Security are fully paid and save as expressly
      provided for in the Transaction Documents, not subject to any option to
      purchase or similar rights. The Constitutional Documents of companies
      whose shares are subject to the Transaction Security do not and could not
      restrict or inhibit any transfer of those shares on creation or
      enforcement of the Transaction Security. Save as provided for in the
      Transaction Documents, there are no agreements in force which provide for
      the issue or allotment of, or grant any person the right to call for the
      issue or allotment of, any share or loan capital of any member of the
      Borrower Group (including any option or right of pre-emption or
      conversion).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|24.23 | Intellectual Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | It and each member of the Borrower Group:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|24.24 | Group Structure Chart                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

- 94 -

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| | (b) | All necessary intra-Group loans, transfers, share
      exchanges and other steps resulting in the final Borrower Group structure
      are set out in the Borrower Group Structure Chart and have been or will be
      taken in compliance with all relevant laws and regulations and all
      requirements of relevant regulatory
authorities.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|24.25 | Mining Licenses                                                                                                                                    
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                    
|      | (a)                                                                                                                                                
|      |                                                                                                                                                    
|      | (b)                                                                                                                                                
|      |                                                                                                                                                    
|      | (c)                                                                                                                                                
|      |                                                                                                                                                    
|24.26 | Accounting reference date                                                                                                                          
|      |                                                                                                                                                    
|      | The Accounting Reference Date of each member of the
      Anooraq Group, the Borrower Group and the Holdco Group is 31 December in
      each year.
|      |                                                                                                                                                    
|24.27 | Acquisition Documents, disclosures and other
      Documents                                                                                       
|      |                                                                                                                                                    
|      | (a)                                                                                                                                                
|      |                                                                                                                                                    
|      | (b)                                                                                                                                                
|      |                                                                                                                                                    
|      | (c)                                                                                                                                                
|      |                                                                                                                                                    
|      | (d)                                                                                                                                                
|      |                                                                                                                                                    
|      | (e)                                                                                                                                                

- 95 -

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| | (i)   | clause 4.1 (dealing with application for Ministerial
      consents);                         
| | ----- | ----------------------------------------------------------------------------------------------
| |       |                                                                                               
| | (ii)  | clause 9.2 (dealing with detailed reconciliation in
      respect of exploration costs); and  
| |       |                                                                                               
| | (iii) | clause 11.1 (dealing with carrying on of the business in
      the usual and ordinary course).

|24.28 | [INTENTIONALLY LEFT BLANK]                                                                                                                                             
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                        
|24.29 | [INTENTIONALLY LEFT BLANK]                                                                                                                                             
|      |                                                                                                                                                                        
|24.30 | No adverse consequences                                                                                                                                                
|      |                                                                                                                                                                        
|      | (a)                                                                                                                                                                    
|      |                                                                                                                                                                        
|      |                                                                                                                                                                        
|      |                                                                                                                                                                        
|      |                                                                                                                                                                        
|      |                                                                                                                                                                        
|      |                                                                                                                                                                        
|      |                                                                                                                                                                        
|      | (b)                                                                                                                                                                    
|      |                                                                                                                                                                        
|24.31 | [INTENTIONALLY LEFT BLANK]                                                                                                                                             
|      |                                                                                                                                                                        
|24.32 | Immunity                                                                                                                                                               
|      |                                                                                                                                                                        
|      | (a)                                                                                                                                                                    
|      |                                                                                                                                                                        
|      | (b)                                                                                                                                                                    
|      |                                                                                                                                                                        
|24.33 | Projects                                                                                                                                                               
|      |                                                                                                                                                                        
|      | The Capital Expenditure and operating expenditure
      required to be incurred in connection with the Brakfontein Merensky
      Project is fully funded by internally

- 96 -

---

|      | generated cash flows (or funding required to be provided
      by RPM and the Borrower under the Holdco Shareholders Agreement and by RPM
      under the RPM Operating Cash Flow Shortfall Facility Agreement).
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                 
|24.34 | Times when representations
made                                                                                                                                                                                 

| | (a) | All the representations and warranties in this Clause 24
      are made by each applicable Obligor on the date of this Agreement except
      for the representations and warranties set out in Clause 24.12 (No
      misleading information) which are deemed to be made by each applicable
      Obligor (i) with respect to the Information Memorandum, on the date the
      Information Memorandum is approved by the Borrower, (ii) with respect to
      the Information Package, on the date of this Agreement and on the Closing
      Date and (iii) with respect to the Information Package (other than the
      Base Case Model), on the date of this Agreement and on any later date on
      which the Information Package (or part of it) is released to the Arranger
      for distribution in connection with syndication.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | All the representations and warranties in this Clause 24
      are deemed to be made by each applicable Obligor on the Closing
    Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | The representations and warranties in Clause 24.12 (No
      misleading information) are deemed to be made by each applicable
      Obligor on the Syndication Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | The Repeating Representations are deemed to be made by
      each applicable Obligor on the date of the Utilisation Request, on the
      Utilisation Date and on the first day of each Interest Period (except that
      those contained in paragraphs (a)  (d) of Clause 24.13 (Original
      Financial Statements) will cease to be so made once subsequent
      financial statements have been delivered under this Agreement).                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | Each representation or warranty deemed to be made after
      the date of this Agreement 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|25. | INFORMATION UNDERTAKINGS                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                   
|    | The undertakings in this Clause 25 remain in force from
      the date of this Agreement for so long as any amount is outstanding under
      the Finance Documents or any Commitment is in
force.

|25.1 | " "
|---- | ---

- 97 -

---

|25 | " "
|-- | ---

- 98 -

---

|25.3 | " "
|---- | ---

- 99 -

---

| | " "
| | ---
| |    
| | (c)
| |    
| |    
| |    
| |    

|25.4 | " "
|---- | ---

- 100 -

---

|25.5 | " "
|---- | ---

- 101 -

---

| | (b) | " "
| | --- | ---
| |     |    
| | (c) | " "
| |     |    
| | (d) | " "

- 102 -

---

|25.6 | " "
|---- | ---
|     |    
|25.7 | " "
|     |    
|25.8 | " "
|     |    
|25.9 | " "

- 103 -

---

| | (e) | " "
| | --- | ---
| |     |    
| | (f) | " "
| |     |    
| | (g) | " "
| |     |    
| | (h) | " "
| |     |    
| | (i) | " "
| |     |    
| | (j) | " "
| |     |    
| | (k) | " "

|25.10 | Notification of default
|----- | -----------------------
|      |                        
|      | (a)                    
|      |                        
|      | (b)                    

- 104 -

---

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).

|25.11 | Know your customer checks                                                                                                                                                                                                                                                                                                                                                                    
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|26.   | FINANCIAL COVENANTS                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|26.1  | Financial definitions                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | In this Agreement:                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                
|      | Borrowings means, at any time, the aggregate
      outstanding principal, capital or nominal amount (and any fixed or minimum
      premium payable on prepayment or redemption) of any Financial Indebtedness
      (other than Financial Indebtedness which qualifies as Equity under
      paragraph (c) of the definition of Equity) of Opco or the Borrower, as
      the case may be.

- 105 -

---

Calculation Date means each
Semi-Annual Date provided that where a Forecast Period is a 12 (twelve) month
period (as contemplated in the definition of Forecast Period) then the
Calculation Date preceding that Forecast Period shall be 31 December only.

Calculation Period means each
period of 6 (six) months ending on a Calculation Date.

Cash flow means, in respect of
any Calculation Period and in relation to Opco, EBITDA for that Calculation
Period after:

| | (a) | adding the amount of any decrease (and deducting the
      amount of any increase) in Working Capital for that Calculation
    Period;                                                                                                                                                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                             
| | (b) | adding the amount of any cash receipts (and deducting the
      amount of any cash payments) during that Calculation Period in respect of
      any Exceptional Items not already taken account of in calculating EBITDA
      for that Calculation Period;                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                             
| | (c) | adding the amount of any cash receipts during that
      Calculation Period in respect of any Tax rebates or credits and deducting
      the amount actually paid or due and payable in respect of Taxes during
      that Calculation Period by Opco;                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                             
| | (d) | adding the amount of any increase in provisions, other
      non-cash debits and other non-cash charges (which are not Current Assets
      or Current Liabilities) and deducting the amount of any non-cash credits
      (which are not Current Assets or Current Liabilities) in each case to the
      extent taken into account in establishing EBITDA;
| |     |                                                                                                                                                                                                                                                                                                                                                             
| | (e) | deducting the amount of any Capital Expenditure actually
      made during that Calculation Period by Opco except (in each case) to the
      extent funded from:                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                             
| | (f) | deducting Finance Charges and scheduled repayments in
      respect of all Borrowings (other than the Opco Funding
  Loan),                                                                                                                                                                                                                                 

and so that no amount shall be added
(or deducted) more than once and on the basis that where Cash flow is required
to be determined for a Forecast Period, the references above to Calculation
Period shall be construed as reference to Forecast Period and
EBITDA and each of the amounts to be added or deducted above shall be the
projected EBITDA and projected amounts in each case, for that Forecast Period as
referred to in the Operating Budget and Base Case Model.

- 106 -

---

Current Assets means the
aggregate (on a consolidated basis) of all inventory, work in progress, trade
and other receivables of Opco including prepayments in relation to operating
items and sundry debtors (but excluding Cash and Cash Equivalent Investments)
maturing within twelve months from the date of computation but excluding
amounts in respect of:

| | (a) | receivables in relation to Tax;                 
| | --- | ------------------------------------------------
| |     |                                                 
| | (b) | Exceptional Items and other non-operating
items;
| |     |                                                 
| | (c) | Insurance claims.                               

Current Liabilities means the
aggregate (on a consolidated basis) of all liabilities (including trade
creditors, accruals and provisions) of Opco falling due within twelve months
from the date of computation but excluding amounts in respect of:

| | (a) | liabilities for Borrowings and Finance Charges;         
| | --- | --------------------------------------------------------
| |     |                                                         
| | (b) | liabilities for Tax;                                    
| |     |                                                         
| | (c) | Exceptional Items and other non-operating items;
    and
| |     |                                                         
| | (d) | Insurance claims.                                       

Debt Equity Ratio means, in
relation to the Borrower, the ratio of consolidated Borrowings of the Borrower
(other than any Borrowings subordinated to the claims of the Finance Parties
pursuant to the Plateau Intercreditor Agreement and/or the Global Intercreditor
Agreement) to Equity.

Debt Service means, in
relation to the Borrower and in respect of any Calculation Period, the aggregate
of:

| | (a) | Finance Charges in respect of the Facilities for that
      Calculation Period;                                                                             
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (b) | the aggregate of all scheduled repayments of Borrowings
      falling due by the Borrower in respect of the Facilities during that
      Calculation Period,

and so that no amount shall be included
more than once.

Debt Service Cover Ratio means
the ratio of:

| | (a) | Ratio Cash flow for such Calculation Period; to
| | --- | -----------------------------------------------
| |     |                                                
| | (b) | the Debt Service for such Calculation
  Period;

in respect of any Calculation Period.

EBIT means, in respect of any
Calculation Period, the consolidated operating profit of Opco before taxation
(including the results from discontinued operations):

| | (a) | before deductingany Finance
  Charges;
| | --- | --------------------------------------

- 107 -

---

| | (b) | not includingany accrued interest owing to any
      member of the Borrower Group;                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                             
| | (c) | before taking into accountany Exceptional
      Items;                                                                                                                                      
| |     |                                                                                                                                                                                             
| | (d) | before taking into accountany unrealised gains or
      losses on any derivative instrument (other than any derivative instrument
      which is accounted for on a hedge accounting basis);
| |     |                                                                                                                                                                                             
| | (e) | before taking into accountany gain or loss
      arising from an upward or downward revaluation of any other
  asset;                                                                       
| |     |                                                                                                                                                                                             
| | (f) | before taking into accountany Pension Items;
      and                                                                                                                                      
| |     |                                                                                                                                                                                             
| | (g) | excludingthe charge to profit represented by the
      expensing of stock options,                                                                                                          

in each case, to the extent added,
deducted or taken into account, as the case may be, for the purposes of
determining operating profits of Opco before taxation.

EBITDA means, in respect of
any Calculation Period, EBIT for that Calculation Period after adding backany amount attributable to the amortisation, or depreciation of assets of
members of Opco (and taking no account of the reversal of any previous
impairment charge made in that Calculation Period).

Equity means, as at the date
for calculation of and for purposes of the Debt Equity Ratio, the aggregate
(without double counting) of:

| | (a) | the issued equity share capital (including any share
      premium) of the Borrower;                                                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                              
| | (b) | the distributable reserves of the Borrower;                                                                                                                                                  
| |     |                                                                                                                                                                                              
| | (c) | any Financial Indebtedness of the Borrower subordinated
      to the claims of the Finance Parties under the Plateau Intercreditor
      Agreement and/or the Global Intercreditor
Agreement.

Exceptional Items means any
exceptional, one off, non-recurring or extraordinary items which represent gains
or losses.

Finance Charges means, for any
Calculation Period, the aggregate amount of the accrued interest, commission,
fees, discounts, prepayment fees, premiums or charges and other finance payments
in respect of Borrowings whether paid or payable by the Borrower or Opco, as the
case may be, (calculated on a consolidated basis) in respect of that Calculation
Period:

| | (a) | includingany upfront fees or costs which are
      included as part of the effective interest rate adjustments;
| | --- | ---------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                
| | (b) | includingthe interest (but not the capital)
      element of payments in respect of Finance Leases;            

- 108 -

---

| | (c) | includingany commission, fees, discounts and
      other finance payments payable by (and deducting any such amounts payable
      to) the Borrower or Opco, as the case may be, under any interest rate
      hedging arrangement;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                    
| | (d) | excludingany interest cost or expected return on
      plan assets in relation to any post-employment benefit schemes;
  and                                                                                                       
| |     |                                                                                                                                                                                                                                    
| | (e) | taking no account of any unrealised gains or losses on
      any derivative instruments other than any derivative instruments which are
      accounted for on a hedge accounting basis,                                           

and so that no amount shall be added
(or deducted) more than once.

Finance Lease means any lease
or instalment sale contract which would, in accordance with the Accounting
Principles, be treated as a finance or capital lease.

Fixed Rand Base Rate means, in
relation to any portion of the interest rate risk of a Loan that is hedged
pursuant to the Plateau Hedging Documents, the fixed rate specified in such
Plateau Hedging Documents less the Margin.

Floating Rand Base Rate means,
in relation to any portion of the interest rate risk of a Loan that is not
hedged pursuant to the Plateau Hedging Documents, JIBAR for the three Month
period commencing on a Calculation Date.

Forecast Period means each
successive period of 6 months duration beginning on the day after a Calculation
Date and ending on the Termination Date provided that in relation to any
Forecast Period which commences at any time which is beyond the period covered
by the latest Operating Budget, the Forecast Period shall be each successive
period of 12 months duration ending on the Termination Date.

Loan Life Cover Ratio means,
in respect of a Calculation Date, the lowest ratio for any Forecast Period
occurring during the period starting on that Calculation Date and ending on the
Termination Date of:

| | (a) | the aggregate of the Net Present Value of the projected
      Ratio Cash flow for each such Forecast Period until the Termination Date;
      to                                                                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                              
| | (b) | the aggregate of the principal amount projected to be
      outstanding under the Facilities as at the commencement of such Forecast
      Period assuming no mandatory prepayments shall have occurred prior to or
      occurs during such Forecast Period,

in each case as at that Calculation
Date.

N2C Resources New Shareholder
Injection means the aggregate amount subscribed for by N2C Resources for
ordinary shares in the Borrower or for subordinated loan notes or other
subordinated debt instruments in the Borrower on terms acceptable to the
Majority Lenders.

- 109 -

---

Net Present Value means at any
time, in relation to any projected amount in any Forecast Period, an amount
equal to such projected amount discounted back to the Calculation Date using as
the discount rate, the aggregate of the applicable Margin and the weighted
average of the Fixed Rand Base Rate and the Floating Rand Base Rate adjusted to
a notional rate compounded monthly.

New Shareholder Injection
means the aggregate amount subscribed for by Holdco for ordinary shares in Opco
or for subordinated loan notes or other subordinated debt instruments in Opco on
terms acceptable to the Majority Lenders.

Pension Items means any income
or charge attributable to a post-employment benefit scheme other than the
current service costs and any past service costs and curtailments and
settlements attributable to the scheme.

Projected Debt Service Cover
Ratio means, in respect of a Calculation Date, the lowest ratio for any
Forecast Period occurring during the period starting on that Calculation Date
and ending on the Termination Date of:

| | (a) | the projected Ratio Cash flow for such Forecast Period;
      to
| | --- | ----------------------------------------------------------------
| |     |                                                                 
| | (b) | the projected Debt Service for such Forecast
    Period,        

|     | each as calculated by reference to the Operating Budget
      as at that Calculation Date.                                                                                                                                                                                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | Ratio Cash flow means 80% of Cash
flow.                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | Working Capital means, on any date, Current
      Assets less Current Liabilities.                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                          
|26.2 | Financial condition                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | The Borrower shall ensure that:                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | (d)                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                          
|26.3 | Financial testing                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | The financial covenants set out in Clause 26.2
      (Financial condition) shall be calculated in accordance with the
      Accounting Principles and tested by reference to each of the financial
      statements, the Base Case Model, the Operating Budget and/or each
      Compliance Certificate delivered pursuant to Clause 25 (Information
      undertakings).
|     |                                                                                                                                                                                                                                                                                                                                                                          
|26.4 | Remedy of Debt Equity Ratio                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                          
|     | If the Debt Equity Ratio is not met at any time the
      Borrower shall be entitled to remedy such breach by utilising the cash
      proceeds of any N2C Resources New Shareholder                                                                                                                                                                                     

- 110 -

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|     | Injection which does not give rise to a breach of any
      Finance Document or a Change in Control in order to make a prepayment of
      the Loans mutatis mutandisin accordance with the provisions of
      clause 11.4 (Voluntary prepayment of Loans) within 10 (ten)
      Business Days of the earlier of delivery of the Compliance Certificate
      evidencing such breach or the Senior Agent notifying the Borrower of such
      breach. The breach of the Debt Equity Ratio shall only be regarded as
      having been remedied upon delivery, within the 10 (ten) Business Day
      period referred to above, of a pro forma Compliance Certificate setting
      out the re-calculation of the Debt Equity Ratio and demonstrating
      compliance with the required Debt Equity Ratio as referred to in clause
      26.2 (Financial condition).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|27.  | GENERAL UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The undertakings in this Clause 27 remain in force from
      the date of this Agreement for so long as any amount is outstanding under
      the Finance Documents or any Commitment is in force.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|27.1 | Authorisations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Each Obligor shall (and each Obligor shall ensure that
      each member of the Borrower Group will)
promptly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | (a) | obtain, comply with and do all that is necessary to
      maintain in full force and effect; and
| | --- | ------------------------------------------------------------------------------------------------
| |     |                                                                                                 
| | (b) | supply certified copies to the Senior Agent
  of,                                               

any Authorisation required under any
law or regulation of a Relevant Jurisdiction to:

| | (i)   | enable it and each member of the Borrower Group to
      perform its respective obligations under the Transaction
  Documents;                                                       
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                      
| | (ii)  | ensure the legality, validity, enforceability or
      admissibility in evidence of each Transaction Document; and                                                                   
| |       |                                                                                                                                                                                      
| | (iii) | enable it and each member of the Borrower Group to carry
      on its respective business where failure to do so has or is reasonably
      likely to have a Material Adverse Effect.

|27.2 | Compliance with laws                                                                                                                                                                                                                                                                   
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                        
|     | Each Obligor shall (and the Parent and the Borrower shall
      ensure that each member of the Borrower Group will) comply in all respects
      with all laws to which it may be subject, if failure so to comply has or
      is reasonably likely to have a Material Adverse Effect.
|     |                                                                                                                                                                                                                                                                                        
|27.3 | Environmental compliance                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                        

- 111 -

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| | (ii)  | obtain, maintain and ensure compliance with all requisite
      Environmental Permits;                     
| | ----- | -----------------------------------------------------------------------------------------------------------
| |       |                                                                                                            
| | (iii) | implement procedures to monitor compliance with and to
      prevent liability under any Environmental Law,

| |     | where failure to do so has or is reasonably likely to
      have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | Each Obligor (other than the Parent) shall (and the
      Parent and the Borrower shall ensure that Opco and each Project Company
      will) conduct its business in a manner which substantially complies, and
      enables each Finance Party and its Affiliates to comply, with the Equator
      Principles, to the extent applicable. Each Obligor (other than the Parent)
      shall provide the Senior Agent with all documentation reasonably requested
      by the Senior Agent to confirm such compliance.                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | Opco and each Project Company shall (and the Parent and
      the Borrower shall ensure that Opco and each Project Company will) comply
      in all material respects with all recommended actions set out in the
      Environmental Report relating to compliance with the Equator Principles,
      including, but not limited to the various LPM Management Commitments set
      out in the Environmental Report and summarised in the table with headings
      Principle 1: Review and Categorisation to Principal 9:
      Independent Monitoring and Reporting of the Environmental
    Report.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | The Borrower shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | (i)  | appoint an independent expert (the identity of which is
      approved by the Senior Agent) to conduct an annual review of the
      compliance and implementation by Opco and each Project Company of the
      various recommendations set out in the Environmental Report, the first
      such annual review to be completed by no later than 30 June 2010 and
      thereafter each succeeding annual review to be completed by the
      anniversary of the preceding annual review completion; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii) | provide a copy of each annual review to the Senior
      Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                          

|27.4 | Environmental claims                                                                                                               
|---- | -----------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                    
|     | Each Obligor shall (through the Borrower), promptly upon
      becoming aware of the same, inform the Senior Agent in writing
  of:
|     |                                                                                                                                    
|     | (a)                                                                                                                                
|     |                                                                                                                                    
|     | (b)                                                                                                                                

- 112 -

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|     | where the claim, if determined against that member of the
      Borrower Group, has or is reasonably likely to have a Material Adverse
      Effect.                                                                                                                   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                        
|27.5 | Taxation                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                        
|27.6 | Merger                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                        
|27.7 | Change of business                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                        
|     | The Parent and the Borrower shall procure that no
      substantial change is made to the general nature of the business of the
      Parent, the Obligors or the Borrower Group taken as a whole from that
      carried on by the Borrower Group at the Closing Date.
|     |                                                                                                                                                                                                                                                                        
|27.8 | Acquisitions                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                    

- 113 -

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| | (i)  | acquire a company or any shares or securities or a
      business or undertaking (or, in each case, any interest in any of them);
      or
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                           
| | (ii) | incorporate a company.                                                                                                                    

| | (b) | Paragraph (a) above does not apply to an acquisition of a
      company, of shares, securities or a business or undertaking (or, in each
      case, any interest in any of them) or the incorporation of a company which
      is:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                               

|27.9  | Joint ventures                                                                                                                                                                                           
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                          
|      | No Obligor (other than the Parent) shall (and the Parent
      and the Borrower shall ensure that no member of the Borrower Group will),
      except with the prior written consent of the Senior Agent:
|      |                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                      
|      |                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                      
|      |                                                                                                                                                                                                          
|27.10 | Holding Companies                                                                                                                                                                                        
|      |                                                                                                                                                                                                          
|      | N1C Resources, N2C Resources and the Borrower shall not
      trade, carry on any business, own any assets or incur any liabilities
      except for:                                                    
|      |                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                      
|      |                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                      
|      |                                                                                                                                                                                                          
|      | (c)                                                                                                                                                                                                      
|      |                                                                                                                                                                                                          
|27.11 | Mining Licenses and New Order Rights                                                                                                                                                                     
|      |                                                                                                                                                                                                          
|      | Each Obligor shall ensure that, subject to clause 27.38
      (Conditions subsequent):                                                                                                                   

- 114 -

---

| | (a) | each member of the Borrower Group, other than the Project
      Companies, has been granted all Mining Licences and New Order Rights
      required by it for the lawful conduct of its business and which are
      material for the conduct of its business;                                                                                                                                                                                                    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | the Mining Licences and New Order Rights which are
      material to the conduct of any member of the Borrower Groups business,
      other than that of the Project Companies, are in full force and effect and
      that each member of the Borrower Group, to the extent applicable to it, is
      in compliance in all material respects with all provisions thereof;
    and                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | all relevant steps are taken to ensure that each Project
      Company applies for and obtains all Mining Licenses and New Order Rights
      required by it for the lawful conduct of its business and which are
      material for the conduct of its business and that once such Mining
      Licenses and New Order Rights are obtained, to the extent applicable to
      it, it is in compliance in all material respects with all provisions
      thereof.

|27.12 | Preservation of assets                                                                                                                                                                                                                                                                                                                                                                                              
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Each Obligor (other than the Parent) shall (and the
      Parent and the Borrower shall ensure that each member of the Borrower
      Group will) maintain in good working order and condition (ordinary wear
      and tear excepted) all of its assets necessary in the conduct of its
      business.                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                     
|27.13 | Pari passuranking                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Each Obligor shall ensure that at all times any unsecured
      and unsubordinated claims of a Finance Party against it or any member of
      the Borrower Group under the Finance Documents rank at least pari passuwith the claims of all its other unsecured and unsubordinated
      creditors except those creditors whose claims are mandatorily preferred by
      laws of general application to companies.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                     
|27.14 | Acquisition Documents                                                                                                                                                                                                                                                                                                                                                                                               

| | (a) | The Parent and the Borrower shall (and the Parent and the
      Borrower will procure that the Borrower and each relevant member of the
      Anooraq Group will) promptly pay all amounts payable by it under the
      Acquisition Documents as and when they become due (except to the extent
      that any such amounts are being contested in good faith by a member of the
      Anooraq Group and where adequate reserves are set aside for any such
      payment).                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The Parent and the Borrower shall, (and the Parent and
      the Borrower will procure that the Borrower and each relevant member of
      the Anooraq Group will), take all reasonable and practical steps to
      preserve and if, after consultation with the Senior Agent, it is
      instructed to do so by the Senior Agent, enforce its rights (or the rights
      of any other member of the Anooraq Group) and pursue any claims and
      remedies arising under any Acquisition Documents.

- 115 -

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| | (c) | The Parent and the Borrower shall, (and the Parent and
      the Borrower will procure that the Borrower and each relevant member of
      the Anooraq Group will) comply in all material respects with each of their
      obligations under the Acquisition Documents, including, but not limited to
      the following provisions of the Boikgantsho Sale of Rights
    Agreement:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | The provisions of clause 27.14(b) above are in addition
      to and without prejudice to any rights which the Plateau Security SPV or
      the Opco Security SPV may have under the Transaction Security Documents to
      the extent they include a cession in security of any of the rights of an
      Obligor under the Acquisition Documents or certain of
  them.            

|27.15 | Negative pledge                                                                                   
|----- | --------------------------------------------------------------------------------------------------
|      |                                                                                                   
|      | In this Clause 27.15, Quasi-Security means a
      transaction described in paragraph (b) below.
|      |                                                                                                   
|      | Except as permitted under paragraph (c) below:                                                    
|      |                                                                                                   
|      | (a)                                                                                               
|      |                                                                                                   
|      | (b)                                                                                               
|      |                                                                                                   
|      |                                                                                                   
|      |                                                                                                   
|      |                                                                                                   
|      |                                                                                                   
|      |                                                                                                   
|      |                                                                                                   
|      |                                                                                                   
|      |                                                                                                   
|      |                                                                                                   

- 116 -

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| | (c) | Paragraphs (a) and (b) above do not apply to any Security
      or (as the case may be) Quasi-Security, which is:
| | --- | -----------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                  
| |     | (i)                                                                                                              
| |     |                                                                                                                  
| |     | (ii)                                                                                                             
| |     |                                                                                                                  
| |     | (iii)                                                                                                            

|27.16 | Disposals         
|----- | ------------------
|      |                   
|      | (a)               
|      |                   
|      | (b)               
|      |                   
|      |                   
|      |                   
|      |                   
|      |                   
|      |                   
|      |                   
|27.17 | Arms length basis
|      |                   
|      | (a)               
|      |                   
|      | (b)               
|      |                   
|      |                   
|      |                   
|      |                   
|      |                   
|      |                   
|      |                   
|27.18 | Loans or credit   
|      |                   
|      | (a)               

- 117 -

---

| |     | the Borrower Group will) be a creditor in respect of any
      Financial Indebtedness.
| | --- | --------------------------------------------------------------------------------------
| |     |                                                                                       
| | (b) | Paragraph (a) above does not apply to:                                                
| |     |                                                                                       
| |     | (i)                                                                                   
| |     |                                                                                       
| |     | (ii)                                                                                  

|27.19 | No Guarantees or indemnities  
|----- | ------------------------------
|      |                               
|      | (a)                           
|      |                               
|      | (b)                           
|      |                               
|      |                               
|      |                               
|      |                               
|      |                               
|27.20 | Dividends and share redemption
|      |                               
|      | (a)                           
|      |                               
|      |                               
|      |                               
|      |                               
|      |                               
|      |                               
|      |                               
|      |                               
|      |                               
|      | (b)                           
|      |                               
|      |                               
|      |                               
|      |                               
|      |                               
|      |                               

- 118 -

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|27.21 | Mining Operations and Projects                         
|----- | -------------------------------------------------------
|      |                                                        
|      | (a)                                                    
|      |                                                        
|      | (b)                                                    
|      |                                                        
|      | (c)                                                    
|      |                                                        
|27.22 | RPM Funding Documents and Funding Loan
      Agreements
|      |                                                        
|      | (a)                                                    
|      |                                                        
|      |                                                        
|      |                                                        
|      |                                                        

- 119 -

---

| | (iii) | purchase, redeem, defease or discharge any amount
      outstanding with respect to the RPM Finance Documents or the Funding Loan
      Agreements.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Paragraph (a) does not apply to a payment, repayment,
      prepayment, purchase, redemption, defeasance or discharge which is either
      a Permitted Payment or a Permitted Distribution under paragraph (i) of the
      definition of Permitted Distribution.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|27.23 | Financial Indebtedness                                                                                                                               
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                      
|      | (a)                                                                                                                                                  
|      |                                                                                                                                                      
|      | (b)                                                                                                                                                  
|      |                                                                                                                                                      
|      |                                                                                                                                                      
|      |                                                                                                                                                      
|      |                                                                                                                                                      
|      |                                                                                                                                                      
|27.24 | Share capital                                                                                                                                        
|      |                                                                                                                                                      
|      | No Obligor shall (and the Parent and the Borrower shall
      ensure no member of the Borrower Group will) issue any shares except
      pursuant to:
|      |                                                                                                                                                      
|      | (a)                                                                                                                                                  
|      |                                                                                                                                                      
|      | (b)                                                                                                                                                  
|      |                                                                                                                                                      
|27.25 | Insurance                                                                                                                                            
|      |                                                                                                                                                      
|      | (a)                                                                                                                                                  
|      |                                                                                                                                                      
|      | (b)                                                                                                                                                  
|      |                                                                                                                                                      
|      | (c)                                                                                                                                                  

- 120 -

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|27.26 | Pensions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|27.27 | Access                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | If a Default is continuing or the Senior Agent reasonably
      suspects a Default is continuing or may occur, each Obligor shall, and the
      Parent and the Borrower shall ensure that each member of the Borrower
      Group will, (not more than once in every Financial Year unless the Senior
      Agent reasonably suspects a Default is continuing or may occur) permit the
      Senior Agent, the Security Agent and/or the Plateau Security SPV and/or
      accountants or other professional advisers and contractors of the Senior
      Agent, the Security agent and/or the Plateau Security SPV free access at
      all reasonable times and on reasonable notice to (a) the premises, assets,
      books, accounts and records of each member of the Borrower Group and (b)
      meet and discuss matters with senior management of the Borrower
    Group.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|27.28 | Service Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 121 -

---

| | (i)  | notify the Senior Agent; and                                                                                                                                                                                                                                                                              
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                           
| | (ii) | after consultation with the Senior Agent as to the
      identity of such replacement person, find and appoint an adequately
      qualified person to occupy the relevant Key Management Position as
      promptly as practicable and notify the Senior Agent when such person has
      been appointed.

| | (c) | The Parent and the Borrower shall ensure that no member
      of the Borrower Group amends, varies, waives, novates, supplements or
      replaces any material term of a Service Agreement in a way which is or is
      reasonably likely to be materially prejudicial to the interests of the
      Finance Parties.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|27.29 | Intellectual Property
|----- | ---------------------
|      |                      
|      | (a)                  
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      |                      
|      | (b)                  
|      |                      
|27.30 | Amendments           
|      |                      
|      | (a)                  

- 122 -

---

| |     | at the Signature Date, enter into any agreement with any
      direct or indirect shareholders of the Parent holding more than 10 per
      cent. of the issued share capital of the Parent, or any of their
      Affiliates which is not a member of the Borrower Group except in writing
      in accordance with the provisions of Clause 40 (Amendments and
      Waivers), the Plateau Intercreditor Agreement, the Global
      Intercreditor Agreement or with the prior written consent of all the
      Lenders.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | The Borrower shall promptly supply to the Senior Agent a
      copy of any document relating to any of the matters referred to in
      paragraph (a) above.                                                                                                                                                                                                                                                                                                                                                              

|27.31 | Financial assistance                                                                                                                                                                                                                                                                                                                                                                                       
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      | Each Obligor shall (and the Parent and the Borrower shall
      procure each member of the Borrower Group will) comply in all respects
      with Section 38 of the South African Companies Act, 1973 and any
      equivalent legislation in other jurisdictions including in relation to the
      execution of the Transaction Security Documents and payment of amounts due
      under this Agreement.
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|27.32 | [INTENTIONALLY LEFT BLANK]                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|27.33 | Treasury Transactions                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                        

- 123 -

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|27.34 | Security Documents  
|----- | --------------------
|      |                     
|      | (a)                 
|      |                     
|      |                     
|      |                     
|      |                     
|      |                     
|      |                     
|      |                     
|      |                     
|      |                     
|      |                     
|      |                     
|      | (b)                 
|      |                     
|      | (c)                 
|      |                     
|27.35 | Winding up of Lebowa
|      |                     
|      | (a)                 
|      |                     
|      | (b)                 

- 124 -

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| | (c) | The Borrower shall procure that any bank accounts held in
      the name of Lebowa are closed on the Closing
Date.
| | --- | ------------------------------------------------------------------------------------------------------------------

|27.36 | Further assurance
|----- | -----------------
|      |                  
|      | (a)              
|      |                  
|      |                  
|      |                  
|      |                  
|      |                  
|      |                  
|      |                  
|      | (b)              
|      |                  
|      | (c)              

- 125 -

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maintenance of any Security conferred
or intended to be conferred on the Plateau Security SPV, the Opco Security SPV
or any other Finance Party by or pursuant to the Finance Documents.

|27.37 | Syndication                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | The Parent and the Borrower shall provide reasonable
      assistance to the Arranger in the preparation of the Information
      Memorandum and the primary syndication of the Facilities (including,
      without limitation, by making senior management available for the purpose
      of making presentations to, or meeting, potential lending institutions)
      and will comply with all reasonable requests for information from
      potential syndicate members prior to completion of syndication.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|27.38 | Conditions subsequent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

- 126 -

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| |      | at the Mineral and Petroleum Titles Registration Office
      and that all associated fees are paid; and                                                                                                                                    
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                             
| | (ii) | all reasonable commercial endeavours are used by them and
      each other member of the Borrower Group to achieve registration of such
      Opco Security Documents as soon as reasonably possible after lodgement for
      registration.

| | (c) | The steps taken in (b) above shall, to the extent
      applicable, include the application for any Ministerial or other consents
      that may be required for the lodgement and/or registration of the relevant
      Opco Security Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | The Borrower shall procure that any documents required by
      the Senior Agent (including powers of attorney) relating to the Opco
      Security Documents referred to in paragraphs 2 to 4 of Part 1 of Schedule
      13 (Transaction Security Document) which were not delivered on or
      before the Closing Date, are signed and delivered to the Senior Agent and
      all other steps are taken and, to the extent necessary, consents obtained,
      to allow for the Senior Agent to lodge such Opco Security Documents for
      registration at the applicable Deeds Registries under the Deeds Registries
      Act, 1946 of South Africa and that all associated fees are
  paid.

|27.39 | Account Bank                                                                                                                                                                                                                                                                                   
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                
|      | The Parent and the Borrower shall ensure that all bank
      accounts of the Borrower shall be opened and maintained with the Account
      Bank in accordance with the provisions of the Finance Documents and are
      subject to valid Security under the Transaction Security
  Documents.
|      |                                                                                                                                                                                                                                                                                                
|27.40 | Accounts                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                

- 127 -

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| | (iv) | ensure that Opco opens and maintains a business account
      (the Opco Business Account) in South Africa in its name with
      Standard Bank.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | The Borrower shall:                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | Each Transaction Account shall be a separate account at
      the Account Bank or Standard Bank, as the case may be.                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | If the Borrower or Holdco receives any moneys for
      crediting to a Transaction Account in a currency other than in the
      currency of that Transaction Account, the Borrower shall request the
      Account Bank, or Standard Bank as the case may be, to convert these moneys
      into the relevant currency of account at the Applicable Spot Rate of
      Exchange.
| |     |                                                                                                                                                                                                                                                                                                                                                                                  
| | (f) | The Borrower shall at all times indemnify and keep
      indemnified the Senior Agent, the Security Agent and the Plateau Security
      SPV fully and effectually from and against all liabilities, costs and
      expenses which it may incur to the Account Bank or Standard Bank, as the
      case may be, (or their affiliates and/or                                     

- 128 -

---

nominees) in connection with the
opening, operation or closure of any Transaction Account, including transaction
charges, save to the extent that such liabilities, costs and expenses result
from the negligence or wilful default of the Senior Agent, the Security Agent or
the Plateau Security SPV (as the case may be).

|27.41 | Withdrawals
|----- | -----------
|      |            
|      | (a)        
|      |            
|      | (b)        

| | (i)  | if, prior to the date of the proposed withdrawal, the
      Senior Agent notifies the Account Bank or Standard Bank, as the case may
      be, that the withdrawal is not or would not be permitted under any Finance
      Document; or
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                         
| | (ii) | if that Transaction Account would thereby become
      overdrawn, except in relation to the Opco Business Account, but provided
      that the overdraft amount represents Permitted Financial
    Indebtedness.                        

| | (c) | If, at any time an Event of Default is continuing, the
      Senior Agent may, by written notice to the Account Bank or Standard Bank,
      as the case may be, specify that no withdrawals from the Borrower Proceeds
      Account, the Borrowers Business Account or the Disbursement Account
      maintained with such bank may be made without the prior written consent of
      the Senior Agent.                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | If, at any time a Fundamental Event of Default has
      occurred the Senior Agent may, by written notice to the Account Bank or
      Standard Bank, as the case may be, specify that no withdrawals from all or
      any of the Transaction Accounts maintained with such bank may be made
      without the prior written consent of the Senior Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | All amounts withdrawn from any Transaction Account by the
      Borrower, Holdco or Opco, as the case may be, for application in or
      towards making a specific payment or meeting a specific liability
      specified in the Global Intercreditor Agreement shall be applied in or
      towards making that payment or meeting that liability as specified in the
      Global Intercreditor Agreement, and for no other purpose provided that if,
      at any time there are proceeds standing to the credit of the Opco Business
      Account which are not immediately required to meet any liabilities of
      Opco, Opco shall be entitled to withdraw such amounts from the Opco
      Business Account and invest such amounts in Cash or Cash Equivalent
      Investments only once a calendar month though.

- 129 -

---

| | (f) | Clauses 27.41(a) and (b) shall not prevent the Senior
      Agent (acting on the instructions of the Majority Lenders), by notice to
      the Account Bank or Standard Bank, as the case may be, the Borrower and
      (if applicable) Holdco or Opco, as the case may be, from permitting
      transfers between any Transaction Account after the occurrence of a
      Default or Event of Default and before it is waived or remedied.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | None of the restrictions on the withdrawal of funds from
      a Transaction Account contained in this Clause 27.401 shall affect the
      obligations of the Borrower or any other Obligor to make all payments of
      any amount required to be made by each of them, on the due date for
      payment thereof in accordance with the Finance
Documents.                                                                               

|27.42 | Access to books and records
|----- | ---------------------------
|      |                            
|      | (a)                        
|      |                            
|      | (b)                        
|      |                            
|27.43 | Disbursement Account       
|      |                            
|      | (a)                        
|      |                            
|      | (b)                        
|      |                            
|      |                            

- 130 -

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| |      | Shares Agreement as described in the Funds Flow Statement
      and Structure Memorandum; and                                                                                                                         
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                       
| | (ii) | to the extent applicable, the Borrower may also make
      payment from the Disbursement Account on the Closing Date of an amount
      pursuant to paragraph (i) of the definition of Permitted
      Distribution.

|27.44 | Proceeds Accounts, Opco Business Account and Borrower
      Business Account
|----- | ----------------------------------------------------------------------------
|      |                                                                             
|      | (a)                                                                         
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      | (b)                                                                         
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      |                                                                             
|      | (c)                                                                         
|      |                                                                             
|      |                                                                             

- 131 -

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| |      | Agreement which are derived from (x) any utilisation or
      advance under the RPM Funding Loan Agreement or (y) any utilisation or
      advance under the Plateau Funding Loan Agreement (in relation to the
      operational requirements of Opco) is paid directly into the Opco Business
      Account in cleared funds; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                    
| | (ii) | all Borrower Business Revenue is paid directly into the
      Borrower Proceeds Account in cleared funds.                                                                                                                                                                                                                          

| | (d) | The Borrower shall:
| | --- | -------------------
| |     |                    
| |     | (i)                
| |     |                    
| |     | (ii)               
| |     |                    
| |     | (iii)              
| |     |                    
| |     | (iv)               

|27.45 | Refinancing                                                                                                                                                                                                                                                                                                                                 
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                             
|      | Each Obligor shall and the Parent and the Borrower shall
      procure that each member of the Borrower Group will not refinance any of
      the preference shares, the operating cash flow shortfall facilities or the
      standby facilities provided under the RPM Finance Documents except
      pursuant to a Permitted Refinancing.
|      |                                                                                                                                                                                                                                                                                                                                             
|28.   | EVENTS OF DEFAULT                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                             
|      | Each of the events or circumstances set out in this
      Clause 28 is an Event of Default (save for Clause 28.20
      (Acceleration)).                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                             
|28.1  | Non-payment                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                             
|      | An Obligor or member of the Borrower Group does not pay
      on the due date any amount payable pursuant to a Finance Document at the
      place at and in the currency in which it is expressed to be payable
      unless:                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                             
|      | (a)         its
      failure to pay is caused by:                                                                                                                                                                                                                                                                                          

- 132 -

---

| | (i)  | administrative or technical error; or
| | ---- | -------------------------------------
| |      |                                      
| | (ii) | a Disruption Event; and              

| | (b) | payment is made within 2 (two) Business Days of its due
      date.
| | --- | -------------------------------------------------------------------

|28.2 | Financial covenants and other
obligations                                                                                                                                                                                                                                                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                      
|28.3 | Other obligations                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                      
|28.4 | Misrepresentation                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                      
|     | Any representation or statement made or deemed to be made
      by an Obligor or member of the Borrower Group 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 materially
      incorrect or misleading when made or deemed to be made.
|     |                                                                                                                                                                                                                                                                                                                                                                      
|28.5 | Cross default                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                  

- 133 -

---

| | (b) | Any Financial Indebtedness of any Obligor or any member
      of the Borrower Group 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).                                                           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                          
| | (c) | Any commitment for any Financial Indebtedness of any
      Obligor or any member of the Borrower Group is cancelled or suspended by a
      creditor of any member of the Borrower Group as a result of an event of
      default (however described).                                                   
| |     |                                                                                                                                                                                                                                                                                                          
| | (d) | Any creditor of any Obligor or any member of the Borrower
      Group becomes entitled to declare any Financial Indebtedness of any
      Obligor or any member of the Borrower Group due and payable prior to its
      specified maturity as a result of an event of default (however
      described).
| |     |                                                                                                                                                                                                                                                                                                          
| | (e) | No Event of Default will occur under this Clause 28.5
      if:                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                     

|28.6 | Insolvency
|---- | ----------
|     |           
|     | (a)       
|     |           
|     | (b)       
|     |           
|     | (c)       

- 134 -

---

| | (d) | For the avoidance of doubt, the utilisation by the
      Borrower of the facilities under the RPM Standby Facility Agreement or the
      RPM Operating Cash Flow Shortfall Facility Agreement shall not in itself
      constitute an Event of Default under paragraph (c)
above.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|28.7 | Insolvency proceedings
|---- | ----------------------
|     |                       
|     | (a)                   
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       
|     | (b)                   
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       
|     |                       

- 135 -

---

as applicable, takes steps to oppose
such legal proceedings within the time frames allowed by the Rules of Court and
before any final order is granted and provides evidence to the reasonable
satisfaction of the Senior Agent that its opposition of such enforcement
proceedings has merit.

|28.8  | Creditors' process         
|----- | ---------------------------
|      |                            
|      | (a)                        
|      |                            
|      | (b)                        
|      |                            
|28.9  | Unlawfulness and invalidity
|      |                            
|      | (a)                        
|      |                            
|      | (b)                        
|      |                            
|      | (c)                        
|      |                            
|28.10 | Intercreditor Agreements   
|      |                            
|      | (a)                        

- 136 -

---

| | (b) | a representation or warranty given by that party in the
      Plateau Intercreditor Agreement or the Global Intercreditor Agreement is
      incorrect in any material respect.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|28.11 | Cessation of business                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | Any Obligor or any member of the Borrower Group suspends
      or ceases to carry on (or threatens to suspend or cease to carry on) all
      or a material part of its business, unless it is a temporary suspension of
      the business of Opco:                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|28.12 | Mining Licenses and New Order Rights                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | Any Mining Licence or New Order Right which is material
      to the business of any member of the Borrower Group is materially and
      adversely amended or is terminated or not renewed (in each case, without a
      replacement being put in place with which the Senior Agent is satisfied)
      or is otherwise adversely appealed or challenged.                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|28.13 | Audit qualification                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | The Auditors of any Obligor or any member of the Borrower
      Group qualify the audited annual consolidated financial statements of that
      Obligor or that member of the Borrower Group.                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|28.14 | Expropriation                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | The authority or ability of any Obligor or any member of
      the Borrower Group to conduct its business is limited or wholly or
      substantially curtailed by any seizure, expropriation, nationalisation,
      intervention, restriction or other action by or on behalf of any
      governmental, regulatory or other authority or other person in relation to
      any Obligor or any member of the Borrower Group or any of its
    assets.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|28.15 | Repudiation and rescission of agreements                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                    

- 137 -

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|28.16 | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | Any litigation, arbitration, administrative,
      governmental, regulatory or other investigations, proceedings or disputes
      are commenced or threatened in relation to the Transaction Documents or
      the transactions contemplated in the Transaction Documents or against any
      Obligor or any member of the Borrower Group or its assets which is
      reasonably likely to be adversely determined and would reasonably be
      expected to have a Material Adverse Effect.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|28.17 | Projected Cash Flow and Production and
      Development                                                                                                                                                                                                                                                                                                                                                                                                                                        

| | (a) | For any 6 (six) month period (assessed bi annually)
      within the Rollup Period the projected Cash flow for any Forecast Period
      as set out in the Applicable Mine Plan and taking into account the
      availability of funds under the RPM Operating Cash Flow Shortfall Facility
      Agreement would be insufficient to meet all of the capital and operating
      expenditure and other expenses including management fees, royalties and
      Taxes as projected for the corresponding Forecast Period in the Applicable
      Mine Plan.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | For the individual consecutive 6 month periods ending 31
      December 2009 and 30 June 2010 (measuring date) there is a 15% (fifteen
      percent) or more negative variance in:                                                                                                                                                                                                                                                                                                                                                                        

| | (i)  | the total PGM ounces in concentrate produced during the
      period; or
| | ---- | ------------------------------------------------------------------------
| |      |                                                                         
| | (ii) | the Immediately Mineable Reserves at each measuring
      date,         

| |     | compared to the thresholds projected for that period in
      the Operating Budget and Applicable Mine Plan, unless such negative
      variance arises as a consequence of Force Majeure and measures have been
      taken to mitigate or rectify the circumstance to the Senior Agents
      satisfaction (in its sole discretion).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                        
| | (c) | For any consecutive 6 (six) month period (assessed on 31
      December and 30 June) after the first 12 (twelve) consecutive month period
      there is a 10% (ten percent) or more negative variance
  in:                                                                                                                           

| | (i)  | the total PGM ounces in concentrate produced during the
      period; or
| | ---- | ------------------------------------------------------------------------
| |      |                                                                         
| | (ii) | the Immediately Mineable Reserves at each measuring
      date,         

| |     | compared to the thresholds projected for that period in
      the Operating Budget and Applicable Mine Plan, unless such negative
      variance arises as a consequence of Force Majeureand measures have
      been taken to mitigate or rectify the circumstance to the Senior Agents
      satisfaction (in its sole discretion).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                       
| | (d) | For the purpose of this clause 28.17 (Projected Cash
      Flow and Production and Development)Immediately Mineable
      Reservesmeans an area of Reserves (as defined by SAMREC) (measured
      in square metres) which can be                                                                                                   

- 138 -

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economically mined and is accessible
through established mining infrastructure, but has not necessarily been equipped
for immediate drilling and blasting purposes.

|28.18 | RPM Finance Documents                                                                                                                                                                                                                                                                                                                               
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                     
|      | RPM becomes entitled to take any Enforcement
      Action (as defined in the Global Intercreditor Agreement) under the
      Global Intercreditor Agreement including, but not limited to where an
      event referred to in clause 6.2 (Mandatory Prepayments: Change of
      Control)of the RPM Funding Common Terms Agreement has
  occurred.
|      |                                                                                                                                                                                                                                                                                                                                                     
|28.19 | Material adverse change                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                     
|      | Any event or circumstance occurs which the Majority
      Lenders reasonably believe has or is reasonably likely to have a Material
      Adverse Effect.                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                     
|28.20 | Acceleration                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                     
|      | Upon the occurrence of an Event of Default which is
      continuing, the Senior Agent may, and shall if so directed by the Majority
      Lenders, by notice to the Borrower:                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                     
|      | (c)                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                     
|      | (d)                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                     
|      | (e)                                                                                                                                                                                                                                                                                                                                                 

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SECTION 9

CHANGES TO PARTIES

|29.  | CHANGES TO THE LENDERS                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|29.1 | Assignments and transfers by the Lenders                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Subject to this Clause 29, a Lender (the Existing
      Lender) may:                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (each a Transfer and Transfers shall be
      construed accordingly) under any Finance Document to another bank or
      financial institution or to a trust, fund, pension fund, life assurer 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 (the New Lender) at no cost to the Borrower.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|29.2 | Conditions of Transfer                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|29.3 | Transfer fee                                                                                                                                                                                                                                                                                                                                                   
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                
|     | Unless the Senior Agent otherwise agrees and excluding a
      Transfer (i) to an Affiliate of a Lender, (ii) to a Related Fund or (iii)
      made in connection with primary syndication of the Facility, the New
      Lender shall, on the date upon which a Transfer takes effect, pay to the
      Senior Agent (for its own account) a fee of US$10,000.
|     |                                                                                                                                                                                                                                                                                                                                                                
|29.4 | Limitation of responsibility of Existing
      Lenders                                                                                                                                                                                                                                                                                                         

| | (a) | Unless expressly agreed to the contrary, an Existing
      Lender makes no representation or warranty and assumes no responsibility
      to a New Lender for:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   | the legality, validity, effectiveness, adequacy or
      enforceability of the Transaction Documents, the Transaction Security or
      any other documents;                                  
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                               
| | (ii)  | the financial condition of any Obligor or other member of
      the Group;                                                                                                                    
| |       |                                                                                                                                                                                               
| | (iii) | the performance and observance by any Obligor or any
      other member of the Borrower Group of their respective obligations under
      the Transaction Documents or any other documents; or
| |       |                                                                                                                                                                                               
| | (iv)  | the accuracy of any statements (whether written or oral)
      made in or in connection with any Transaction Document or any other
      document,                                            

| |     | and any representations or warranties implied by law are
      excluded.                                         
| | --- | -----------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                  
| | (b) | Each New Lender confirms to the Existing Lender, the
      other Finance Parties and the Secured Parties that
it:

| | (i)  | 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 or any other Finance Party in
      connection with any Transaction Document or the Transaction Security;
      and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii) | will continue to make its own independent appraisal of
      the creditworthiness of each Obligor and each member of the Borrower Group
      and its related entities whilst any amount is or may be outstanding under
      the Finance Documents or any Commitment is in
force.                                                                                                                                                                               

| | (c) | Nothing in any Finance Document obliges an Existing
      Lender to:
| | --- | --------------------------------------------------------------------
| |     |                                                                     
| |     | (i)                                                                 
| |     |                                                                     
| |     | (ii)                                                                

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the Borrower Group of its obligations
under the Transaction Documents or otherwise.

|29.5 | [INTENTIONALLY LEFT BLANK]                                                                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                               
|29.6 | Procedure for Transfer                                                                                                                                                        
|     |                                                                                                                                                                               
|     | (a)                                                                                                                                                                           
|     |                                                                                                                                                                               
|     | (b)                                                                                                                                                                           
|     |                                                                                                                                                                               
|     | (c)                                                                                                                                                                           
|     |                                                                                                                                                                               
|     |                                                                                                                                                                               
|     |                                                                                                                                                                               
|     |                                                                                                                                                                               
|     |                                                                                                                                                                               
|     |                                                                                                                                                                               
|     |                                                                                                                                                                               
|     | (d)                                                                                                                                                                           
|     |                                                                                                                                                                               
|29.7 | Copy of Assignment Agreement to Borrower                                                                                                                                      
|     |                                                                                                                                                                               
|     | The Senior Agent shall, as soon as reasonably practicable
      after it has executed an Assignment Agreement, send to the Borrower a copy
      of that Assignment Agreement.
|     |                                                                                                                                                                               
|29.8 | Disclosure of information                                                                                                                                                     
|     |                                                                                                                                                                               
|     | (a)                                                                                                                                                                           
|     |                                                                                                                                                                               
|     |                                                                                                                                                                               

- 142 -

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| |       | Documents (including to any agent or professional advisor
      of any such person who/which is under a duty of
confidentiality);                                                                                                                                                                      
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                        
| | (ii)  | with (or through) whom that Lender enters 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
      Finance Documents or any Obligor or any member of the Borrower Group;
      or
| |       |                                                                                                                                                                                                                                                                                                        
| | (iii) | to whom, and to the extent that, information is required
      to be disclosed by any applicable law or
regulation;                                                                                                                                                                                    

| | (b) | any Finance Party may disclose to a rating agency,
      insurer or insurance broker of, or direct or indirect provider of any
      credit protection to a Finance Party or any of its Affiliates; or (with
      the consent of the Borrower) any other person,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                  
| | (c) | any Finance Party may disclose to its professional
      advisors and service providers who are under a duty of
    confidentiality;                                                                                                                             

|     | any information about any Obligor, the Anooraq Group, the
      Borrower Group, the Holdco Group, the Target Group and the Transaction
      Documents as that Finance Party shall consider appropriate and provided
      that in relation to paragraphs (a)(i) and (ii) above, the person to whom
      the information is to be given has entered into a Confidentiality
      Undertaking.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | Any Confidentiality Undertaking signed by a Finance Party
      pursuant to this Clause 29.8 shall supersede any prior confidentiality
      undertaking signed by such Finance Party for the benefit of any member of
      the Anooraq Group, the Borrower Group, the Holdco Group or the Target
      Group.                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|29.9 | Affiliates of Lenders as Plateau Hedge
      Counterparties                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                           

- 143 -

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|30. | ASSIGNMENT AND TRANSFERS BY OBLIGORS                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | No Obligor or any other member of the Borrower Group may
      cede and/or assign any of its rights or transfer any of its rights or
      obligations under the Finance Documents, except as permitted by this
      Agreement and the Global Intercreditor Agreement without the prior written
      consent of the Senior Agent acting on the instructions of all Lenders and
      any other persons consent as may be required under the Intercreditor
      Agreements.

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SECTION 10

THE FINANCE PARTIES

|31.  | ROLE OF THE SENIOR AGENT, THE ARRANGER AND
      OTHERS                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.1 | Appointment of the Senior Agent                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.2 | Duties of the Senior Agent                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.3 | Role of the Arranger                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Except as specifically provided in the Finance Documents,
      the Arranger has no obligations of any kind to any other Party under or in
      connection with any Finance Document.                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|31.4 | Role of Plateau Security SPV and Opco Security
      SPV                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Each Party acknowledges that the Plateau Security SPV and
      the Opco Security SPV have been established to hold the Transaction
      Security and that the taking of any enforcement action by the Plateau
      Security SPV or the Opco Security SPV in relation thereto shall be taken
      in accordance with the Plateau Intercreditor Agreement and the Global
      Intercreditor Agreement (as the case may be).

- 145 -

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|31.5 | No fiduciary duties                                                                                                                                                                                              
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                  
|31.6 | Business with the Borrower Group and the Anooraq
      Group                                                                                                                                                     
|     |                                                                                                                                                                                                                  
|     | The Senior Agent and the Arranger may accept deposits
      from, lend money to and generally engage in any kind of banking or other
      business with any member of the Borrower Group or the Anooraq
  Group.
|     |                                                                                                                                                                                                                  
|31.7 | Rights and discretions                                                                                                                                                                                           
|     |                                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                  
|     | (c)                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                  
|     | (d)                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                  
|     | (e)                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                  
|     | (f)                                                                                                                                                                                                              

- 146 -

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|31.8  | Majority Lenders' instructions                                                               
|----- | ---------------------------------------------------------------------------------------------
|      |                                                                                              
|      | (a)                                                                                          
|      |                                                                                              
|      | (b)                                                                                          
|      |                                                                                              
|      | (c)                                                                                          
|      |                                                                                              
|      | (d)                                                                                          
|      |                                                                                              
|      | (e)                                                                                          
|      |                                                                                              
|31.9  | Responsibility for documentation                                                             
|      |                                                                                              
|      | None of the Senior Agent, the Arranger, the Security
      Agent or the Plateau Security SPV:
|      |                                                                                              
|      | (a)                                                                                          
|      |                                                                                              
|      | (b)                                                                                          
|      |                                                                                              
|31.10 | Exclusion of liability                                                                       
|      |                                                                                              
|      | (a)                                                                                          

- 147 -

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| |     | of the Senior Agent, the Security Agent or the Plateau
      Security SPV will be liable (including, without limitation, for negligence
      or any other category of liability whatsoever) for any action taken by it
      under or in connection with any Finance Document or the Transaction
      Security, unless directly caused by its gross negligence or wilful
      misconduct.                                                                                                                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | No Party (other than the Senior Agent, the Security Agent
      or the Plateau Security SPV (as applicable)) may take any proceedings
      against any officer, employee or agent of the Senior Agent, the Security
      Agent or the Plateau Security SPV, in respect of any claim it might have
      against the Senior Agent, the Security Agent or Plateau Security SPV or in
      respect of any act or omission of any kind by that officer, employee or
      agent in relation to any Finance Document or any Transaction Document and
      any officer, employee or agent of the Senior Agent or the Plateau Security
      SPV may rely on this Clause as a stipulatio alteri.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | The Senior Agent, the Security Agent and the Plateau
      Security SPV will not be liable for any delay (or any related
      consequences) in crediting an account with an amount required under the
      Finance Documents to be paid by the Senior Agent, the Security Agent or
      the Plateau Security SPV if the Senior Agent, the Security Agent or the
      Plateau Security SPV have taken all necessary steps as soon as reasonably
      practicable to comply with the regulations or operating procedures of any
      recognised clearing or settlement system used by the Senior Agent, the
      Security Agent or the Plateau Security SPV for that purpose.           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Nothing in this Agreement shall oblige the Senior Agent,
      the Arranger, the Security Agent or the Plateau Security SPV to carry out
      any know your customer or other checks in relation to any person on
      behalf of any Lender and each Lender confirms to the Senior Agent, the
      Arranger, the Security Agent and the Plateau Security SPV that it is
      solely responsible for any such checks it is required to carry out and
      that it may not rely on any statement in relation to such checks made by
      the Senior Agent, the Arranger, the Security Agent or the Plateau Security
      SPV.                                                         

|31.11 | Lenders indemnity to the Senior Agent and the Plateau
      Security SPV                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Each Lender shall (in proportion to its share of the
      Total Commitments or, if the Total Commitments are then zero, to its share
      of the Total Commitments immediately prior to their reduction to zero)
      indemnify the Senior Agent and the Plateau Security SPV, within 3 (three)
      Business Days of demand, against any cost, loss or liability (including,
      without limitation, for negligence or any other category of liability
      whatsoever) incurred by the Senior Agent and the Plateau Security SPV
      (otherwise than by reason of the Senior Agents and the Plateau Security
      SPVs gross negligence or wilful misconduct) (or, in the case of any cost,
      loss or liability pursuant to Clause 34.10 (Disruption to Payment
      Systems etc.) notwithstanding the Senior Agent's negligence, gross
      negligence or any other category of liability whatsoever but not including
      any

- 148 -

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|      | claim based on the fraud of the Senior Agent in acting as
      Senior Agent and Plateau Security SPV under the Finance Documents (unless
      the Senior Agent and the Plateau Security SPV have been reimbursed by an
      Obligor pursuant to a Finance Document).
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                        
|31.12 | Resignation of the Senior Agent                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                        
|      | (a)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                        
|      | (b)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                        
|      | (c)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                        
|      | (d)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                        
|      | (e)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                        
|      | (f)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                        
|      | (g)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                        
|31.13 | Confidentiality                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                        
|      | (a)                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                        
|      | (b)                                                                                                                                                                                                                                                                    

- 149 -

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| | (c) | Notwithstanding any other provision of any Finance
      Document to the contrary, neither the Senior Agent, the Arranger nor the
      Plateau Security SPV are obliged to disclose to any other person (i) any
      confidential information or (ii) any other information if the disclosure
      would or might in its reasonable opinion constitute a breach of any law or
      a breach of a fiduciary duty.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.14 | Relationship with the Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|31.15 | Credit appraisal by the Lenders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Without affecting the responsibility of any Obligor for
      information supplied by it or on its behalf in connection with any Finance
      Document, each Lender confirms to the Senior Agent, the Arranger, the
      Security Agent and the Plateau Security SPV that it has been, and will
      continue to be, solely responsible for making its own independent
      appraisal and investigation of all risks arising under or in connection
      with any Finance Document including but not limited to:
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

- 150 -

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| |     | arrangement or document entered into, made or executed in
      anticipation of, under or in connection with any Finance
  Document;                                                                                                                                                                                                                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | the adequacy, accuracy and/or completeness of the
      Information Memorandum, the Reports and any other information provided by
      the Senior Agent, any Party or by any other person under or in connection
      with any Finance Document, the transactions contemplated by the Finance
      Documents or any other agreement, arrangement or document entered into,
      made or executed in anticipation of, under or in connection with any
      Finance Document; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | the right or title of any person in or to, or the value
      or sufficiency of any part of the Secured Assets, the priority of any of
      the Transaction Security or the existence of any Security affecting the
      Secured Assets.                                                                                                                                                                                                                                          

|31.16 | [INTENTIONALLY LEFT BLANK]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.17 | Senior Agent's management time                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Any amount payable to the Senior Agent under Clause 20.3
      (Indemnity to the Senior Agent), Clause 22 (Costs and
      expenses) and Clause 31.11 (Lenders' indemnity to the Senior
      Agent) shall include the cost of utilising the Senior Agent's
      management time or other resources and will be calculated on the basis of
      such reasonable daily or hourly rates as the Senior Agent may notify to
      the Parent and the Lenders, and is in addition to any fee paid or payable
      to the Senior Agent under Clause 17 (Fees).                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.18 | Deduction from amounts payable by the Senior
      Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | If any Party owes an amount to the Senior Agent or the
      Plateau Security SPV under the Finance Documents the Senior Agent or the
      Plateau Security SPV may, after giving notice to that Party, deduct an
      amount not exceeding that amount from any payment to that Party which the
      Senior Agent or the Plateau Security SPV would otherwise be obliged to
      make under the Finance Documents and apply the amount deducted in or
      towards satisfaction of the amount owed. For the purposes of the Finance
      Documents that Party shall be regarded as having received any amount so
      deducted.                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31.19 | Reliance and engagement letters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Each Finance Party and Secured Party confirms that each
      of the Arranger and the Senior Agent has authority to accept on its behalf
      (and ratifies the acceptance on its behalf of any letters or reports
      already accepted by the Arranger or Senior Agent) the terms of any
      reliance letter or engagement letters relating to the Reports or any
      reports or letters provided by accountants in connection with the Finance
      Documents or the transactions contemplated in the Finance Documents and to
      bind it in respect of those Reports, reports or letters and to sign such
      letters on its behalf and further confirms that it accepts the terms and
      qualifications set out in such letters.

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|32.  | CONDUCT OF BUSINESS BY THE FINANCE
  PARTIES                                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                             
|     | No provision of this Agreement will:                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                             
|33.  | SHARING AMONG THE FINANCE PARTIES                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                             
|33.1 | 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 34 (Payment mechanics) and applies that amount to a
      payment due under the Finance Documents then:  
|     |                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                             
|33.2 | Redistribution of payments                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                             
|     | The Senior 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) in accordance
      with Clause 34.5 (Partial payments).
|     |                                                                                                                                                                                                                                                             
|33.3 | Recovering Finance Party's rights                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                         

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Recovering Finance Party for a debt
equal to the Sharing Payment which is immediately due and payable.

|33.4 | 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:
|     |                                                                                                                                                                           
|     | (a)                                                                                                                                                                       
|     |                                                                                                                                                                           
|     | (b)                                                                                                                                                                       
|     |                                                                                                                                                                           
|33.5 | Exceptions                                                                                                                                                                
|     |                                                                                                                                                                           
|     | (a)                                                                                                                                                                       
|     |                                                                                                                                                                           
|     | (b)                                                                                                                                                                       
|     |                                                                                                                                                                           
|     |                                                                                                                                                                           
|     |                                                                                                                                                                           
|     |                                                                                                                                                                           

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SECTION 11

ADMINISTRATION

|34.  | PAYMENT MECHANICS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|34.1 | Payments to the Senior Agent and the Plateau Security
      SPV                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|34.2 | Distributions by the Senior Agent and the Plateau
      Security SPV                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | Each payment received by the Senior Agent under the
      Finance Documents for another Party shall, subject to Clause 34.3
      (Distributions to an Obligor) and Clause 34.4 (Clawback) be
      made available by the Senior Agent as soon as practicable after receipt to
      the Party entitled to receive payment in accordance with this Agreement
      (in the case of a Lender, for the account of its Facility Office), to such
      account as that Party may notify to the Senior Agent or the Plateau
      Security SPV.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|34.3 | Distributions to an Obligor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The Senior Agent and the Plateau Security SPV may (with
      the consent of the Obligor or in accordance with Clause 35
      (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.                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|34.4 | Clawback                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

- 154 -

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| | (b) | If the Senior Agent or the Plateau Security SPV pays an
      amount to another Party and it proves to be the case that the Senior Agent
      or the Plateau Security SPV 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 Senior Agent or the Plateau Security SPV shall
      on demand refund the same to the Senior Agent or the Plateau Security SPV
      together with interest on that amount from the date of payment to the date
      of receipt by the Senior Agent or the Plateau Security SPV, calculated by
      the Senior Agent or the Plateau Security SPV to reflect its cost of
      funds.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|34.5 | Partial payments                                                                                                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                     
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     |                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                     
|     |                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                     
|     |                                                                                                                                                                                         
|34.6 | 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.

- 155 -

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|34.7 | Business Days      
|---- | -------------------
|     |                    
|     | (a)                
|     |                    
|     | (b)                
|     |                    
|34.8 | Currency of account
|     |                    
|     | (a)                
|     |                    
|     | (b)                
|     |                    
|     | (c)                
|     |                    
|     | (d)                
|     |                    
|34.9 | Change of currency 
|     |                    
|     | (a)                
|     |                    
|     |                    
|     |                    
|     |                    
|     |                    
|     | (b)                

- 156 -

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|34.10 | Disruption to Payment Systems etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | If either the Senior Agent determines (in its discretion)
      that a Disruption Event has occurred or the Senior Agent is notified by
      the Parent that a Disruption Event has occurred:                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|35.   | SET-OFF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | A Finance Party may, subject to the provisions of the
      Intercreditor Agreements, 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.

- 157 -

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|36.  | NOTICES                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                
|36.1 | 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.
|     |                                                                                                                                                                                
|36.2 | Addresses                                                                                                                                                                      
|     |                                                                                                                                                                                
|     | (a)                                                                                                                                                                            
|     |                                                                                                                                                                                
|     |                                                                                                                                                                                
|     |                                                                                                                                                                                
|     |                                                                                                                                                                                
|     |                                                                                                                                                                                
|     |                                                                                                                                                                                
|     |                                                                                                                                                                                
|     | (b)                                                                                                                                                                            

| | Parent:        | Plateau                           |                       
| | -------------- | --------------------------------- | ----------------------
| |                | 4thFloor,
      82 Grayston Drive
| |                | Off Esterhysen Lane              
| |                | Sandton                           |                       
| |                | Telefax No.:                      | (011) 883 0836        
| |                | Attention:                        | The Company Secretary 
| |                |                                   |                       
| |                | Hunter
      Dicksinson          
| |                | No. 1020, 800 West
      Street  
| |                | Vancouver, BC V6C 2V6            
| |                | Telefax No.:                      | +1 604 684 8092       
| |                | Attention:                        | Mr. Ronald W. Thiessen
| |                |                                   |                       
| | N1C Resources: | Plateau                           |                       
| |                | 4thFloor,
      82 Grayston Drive
| |                | Off Esterhysen Lane              
| |                | Sandton                           |                       
| |                | Telefax No.:                      | (011) 883 0836        
| |                | Attention:                        | The Company Secretary 
| |                |                                   |                       
| |                | Hunter
      Dicksinson          
| |                | No. 1020, 800 West
      Street  
| |                | Vancouver, BC V6C 2V6            
| |                | Telefax No.:                      | +1 604 684 8092       
| |                | Attention:                        | Mr. Ronald W. Thiessen
| |                |                                   |                       
| | N2C Resources: | Plateau                           |                       

- 158 -

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| |                  | 4thFloor, 82 Grayston Drive              
| | ---------------- | -----------------------------------------
| |                  | Off Esterhysen Lane                      
| |                  | Sandton                                  
| |                  | Telefax No.:                             
| |                  | Attention:                               
| |                  |                                          
| |                  | Hunter Dicksinson                        
| |                  | No. 1020, 800 West Street                
| |                  | Vancouver, BC V6C 2V6                    
| |                  | Telefax No.:                             
| |                  | Attention:                               
| |                  |                                          
| | Borrower:        | Plateau                                  
| |                  | 4thFloor, 82 Grayston Drive              
| |                  | Off Esterhysen Lane                      
| |                  | Sandton                                  
| |                  | Telefax No.:                             
| |                  | Attention:                               
| |                  | RPM                                      
| |                  | No. 55 Marshall Street                   
| |                  | Marshalltown                             
| |                  | Johannesburg                             
| |                  | Telefax No.:                             
| |                  | Attention:                               
| |                  |                                          
| | Original Lender: | Standard Chartered Bank                  
| |                  | 5thFloor, 1 Basinghall Avenue            
| |                  | London, EC2V 5DD                         
| |                  | Attention:                               
| |                  |                                          
| | With a copy to:  |                                          
| |                  | **Standard Chartered Bank**              
| |                  | 4thFloor, 4 Sandown Valley
      Crescent
| |                  | Sandton                                  
| |                  | Johannesburg                             
| |                  | Telefax No.                              
| |                  | Attention:                               
| |                  |                                          
| | Arranger:        | Standard Chartered Bank                  
| |                  | 5thFloor, 1 Basinghall Avenue            
| |                  | London, EC2V 5DD                         
| |                  | Attention:                               
| |                  |                                          
| | With a copy to:  |                                          
| |                  | **Standard Chartered Bank**              
| |                  | 4thFloor, 4 Sandown Valley
      Crescent
| |                  | Sandton                                  
| |                  | Johannesburg                             
| |                  | Telefax No.                              
| |                  | Attention:                               
| |                  |                                          
| |                  |                                          
| | Senior Agent:    | Standard Chartered Bank                  

- 159 -

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| |                       | 5thFloor, 1 Basinghall Avenue                     
| | --------------------- | --------------------------------------------------
| |                       | London, EC2V 5DD                                  
| |                       | Attention:                                        
| |                       | Telefax No.                                       
| |                       |                                                   
| | Security Agent:       | Standard Chartered Bank                           
| |                       | 5thFloor, 1 Basinghall Avenue                     
| |                       | London, EC2V 5DD                                  
| |                       | Attention:                                        
| |                       | Telefax No.                                       
| |                       |                                                   
| | Plateau Security SPV: | GMG Trust Company (SA) (Proprietary)
      Limited
| |                       | 5thFloor, the Terraces                            
| |                       | 25 Protea Road                                    
| |                       | Claremont                                         
| |                       | Telefax No. 086 649 2700                          
| |                       | Attention: Sally Clifton                          
| |                       |                                                   
| |                       |                                                   
| |                       |                                                   
| |                       | With a copy to:                                   
| |                       | Standard Chartered Bank                           
| |                       | 5thFloor, 1 Basinghall Avenue                     
| |                       | London, EC2V 5DD                                  
| |                       | Attention:                                        
| |                       | Telefax No.                                       

| | (c) | Each of the Parties chooses its physical address referred
      to in clause 36.2(b) as its domicilium citandi et executandiat
      which documents and legal proceedings in connection with the Finance
      Documents may be served.                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                           
| | (d) | Any Party may by written notice change its domiciliumfrom time to time to another address, not being a post office box or
      poste restante, in South Africa; provided that any such change
      shall only be effective on the fourteenth day after receipt of the notice
      by or on behalf of the other Parties.

|36.3 | Delivery
|---- | --------
|     |         
|     | (a)     
|     |         
|     |         
|     |         
|     |         
|     |         
|     |         

- 160 -

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| | (b) | Any communication or document to be made or delivered to
      the Senior Agent or the Plateau Security SPV will be effective only when
      actually received by the Senior Agent or Plateau Security SPV and then
      only if it is expressly marked for the attention of the department or
      officer identified with the Senior Agent's or Plateau Security SPV's
      signature below (or any substitute department or officer as the Senior
      Agent or Plateau Security SPV shall specify for this purpose).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) | All notices from or to an Obligor shall be sent through
      the Senior Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Any communication or document made or delivered to the
      Borrower in accordance with this Clause 36.3 will be deemed to have been
      made or delivered to each of the Obligors.                                                                                                                                                                                                                                                                                                                                       

|36.4 | Notification of address and fax number                                                                                                                                                                                                                  
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                         
|     | Promptly upon receipt of notification of an address, and
      fax number or change of address or fax number pursuant to Clause 36.2
      (Addresses) or changing its own address or fax number, the Senior
      Agent shall notify the other Parties.
|     |                                                                                                                                                                                                                                                         
|36.5 | Electronic communication                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                         
|36.6 | English language                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                     

- 161 -

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| | (b) | All other documents provided under or in connection with
      any Finance Document must be:
| | --- | --------------------------------------------------------------------------------------------
| |     |                                                                                             
| |     | (i)                                                                                         
| |     |                                                                                             
| |     | (ii)                                                                                        

|36.7 | Use of websites
|---- | ---------------
|     |                
|     | (a)            
|     |                
|     |                
|     |                
|     |                
|     |                
|     |                
|     |                
|     |                
|     |                
|     | (b)            
|     |                
|     | (c)            
|     |                
|     |                
|     |                
|     |                
|     |                
|     |                

- 162 -

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| | (iv) | any existing information which has been provided under
      this Agreement and posted onto the Designated Website is amended;
  or                                                          
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                              
| | (v)  | the 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.

| | (d) | If the Borrower notifies the Senior Agent under
      sub-paragraph (i) or (v) of paragraph (c) above, all information to be
      provided by the Borrower under this Agreement after the date of that
      notice shall be supplied in paper form unless and until the Senior Agent
      and each Website Lender is satisfied that the circumstances giving rise to
      the notification are no longer continuing.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | Any Website Lender may request, through the Senior Agent,
      one paper copy of any information required to be provided under this
      Agreement which is posted onto the Designated Website. The Borrower shall
      comply with any such request within ten Business
Days.                                                                                                                                       

|37.  | CALCULATIONS AND CERTIFICATES                                                                                                                                                                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|37.1 | 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 facieevidence of
      the matters to which they relate.                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|37.2 | 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 facieevidence of the matters to which it
    relates.                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|37.3 | 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 (three hundred and sixty
      five) days or, in any case where the practice in the Johannesburg
      interbank market differs, in accordance with that market
  practice.                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|38.  | PARTIAL INVALIDITY                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | If, at any time, any provision of the Finance Documents
      is or becomes illegal, invalid or unenforceable in any respect under any
      law of any jurisdiction, neither the legality, validity or enforceability
      of the remaining provisions nor the legality, validity or enforceability
      of such provision under the law of any other jurisdiction will in any way
      be affected or impaired.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|39.  | REMEDIES AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | No failure to exercise, nor any delay in exercising, on
      the part of any Finance Party or Secured 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                                                                                                                                    

- 163 -

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|     | 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.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                       
|40.  | AMENDMENTS AND WAIVERS                                                                                                                                                                                                
|     |                                                                                                                                                                                                                       
|40.1 | Required consents                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                       
|40.2 | Exceptions                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                       

- 164 -

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| |      | expressly permitted under this Agreement or any other
      Finance Document);                                                                                                                                                                                                                                                              
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                             
| | (x)  | the release of any Transaction Security unless permitted
      under this Agreement or any other Finance Document or relating to a sale
      or disposal of an asset which is the subject of the Transaction Security
      where such sale or disposal is expressly permitted under this Agreement or
      any other Finance Document; or
| |      |                                                                                                                                                                                                                                                                                                                                             
| | (xi) | any amendment to the order of priority or subordination
      under the Intercreditor Agreements,                                                                                                                                                                                                                                           

| |     | shall not be made without the prior consent of all the
      Lenders.                                                                                                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                              
| | (b) | An amendment or waiver which relates to the rights or
      obligations of the Senior Agent, the Arranger, the Plateau Security SPV or
      a Plateau Hedge Counterparty may not be effected without the consent of
      the Senior Agent, the Arranger, the Plateau Security SPV or that Plateau
      Hedge Counterparty.

|41.  | GENERAL                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|41.1 | 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 pecuniaeand cession of actions, and
      declares that it understands the meaning of each such legal exception and
      the effect of such renunciation and more specifically:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                   

- 165 -

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| | (f) | Non numeratae pecunia by renouncing this
      benefit, each Obligor is precluded from raising the defence that no money
      or the equivalent thereof has passed between any Lender and the relevant
      Obligor;                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | Cession of actions  by renouncing this benefit, each
      Obligor (being a surety) is precluded from raising the defence that such
      Obligor has paid the principal debt in full and is therefore permitted to
      demand that the Lenders(s) cede(s) its/their rights and securities which
      it/they has/have against the principal debtor and other sureties, to the
      surety who has paid;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                              
| | (h) | No value received  by renouncing this benefit, the
      Obligor is precluded from raising the defence that no consideration,
      whether in case or otherwise has been received by the Obligor or the
      relevant party concerned.                                                                                                                                                                    

|41.2 | Sole Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | The Finance Documents constitute the sole record of the
      agreement between the Parties in regard to the subject matter
    thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|41.3 | No Implied Terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | No Party shall be bound by any express or implied term,
      representation, warranty, promise or the like, not recorded in any Finance
      Document.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|41.4 | No Variation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | No addition to, variation or consensual cancellation of
      any Finance Document and no extension of time, waiver or relaxation or
      suspension of any of the provisions or terms of any Finance Document shall
      be of any force and effect unless in writing and signed by or on behalf of
      all the Parties.                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|41.5 | Waiver of Immunity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Each Obligor irrevocably and unconditionally:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|41.6 | Severability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Each provision in each Finance Document is severable from
      all others, notwithstanding the manner in which they may be linked
      together or grouped grammatically, and if in terms of any judgement or
      order, any provision, phrase, sentence, paragraph or clause is found to be
      defective or unenforceable for any reason, the remaining provisions,
      phrases, sentences, paragraphs and clauses shall nevertheless continue to
      be of full force. In particular, and without limiting the generality of
      the aforegoing, the Parties acknowledge their intention to continue to be
      bound by each Finance Document

- 166 -

---

|     | notwithstanding that any provision may be found to be
      unenforceable or void or voidable, in which event the provision concerned
      shall be severed from the other provisions, each of which shall continue
      to be of full force.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                
|41.7 | 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.                                        

- 167 -

---

SECTION 12

GOVERNING LAW AND ENFORCEMENT

|42.  | GOVERNING LAW                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | The entire provisions of this Agreement shall be covered
      by and construed in accordance with the laws of South Africa.                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|43.  | JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|43.1 | Each Obligor hereby irrevocably and unconditionally
      consents to the non-exclusive jurisdiction of the South Gauteng High
      Court, Johannesburg (or any successor to that division) in regard to all
      matters arising from the Finance Documents.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|43.2 | Clause 44.1 is for the benefit of the Finance Parties and
      the Secured Parties only. As a result, no Finance Party or Secured Party
      shall be prevented from taking proceedings relating to any matter arising
      from the Finance Documents in any other courts with jurisdiction. To the
      extent allowed by law, the Finance Parties and the Secured Parties may
      take concurrent proceedings in any number of
  jurisdictions.

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

- 168 -

---

SCHEDULE 1 THE ORIGINAL PARTIES

[INTENTIONALLY LEFT BLANK]

- 169 -

---

Part II

The Original Lenders



|Name of Original        | Commitment     | Rollup Interest | Total         
|----------------------- | -------------- | --------------- | --------------
|Lender                  |                | Loan            |               
|                        |                |                 |               
|Standard Chartered Bank | ZAR500,000,000 | ZAR250,000,000  | ZAR750,000,000

- 170 -

---

SCHEDULE 2 CONDITIONS PRECEDENT

Part IAInitial conditions precedent

|1. | Obligors, Holdco and Opco
|-- | -------------------------
|   |                          
|   | (a)                      
|   |                          
|   | (b)                      
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   |                          
|   | (c)                      
|   |                          
|   | (d)                      

| | (e) | A certificate of an authorised signatory of the Borrower,
      Holdco, Opco or other relevant Obligor certifying that each copy document
      relating to it specified in this Part IA of Schedule 2 is correct,
      complete and in full force and effect and has not been amended or
      superseded as at a date no earlier than the date of this
  Agreement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 171 -

---

|2. | Plateau Security SPV
|-- | --------------------

| | (a) | A copy of the Constitutional Documents of the Plateau
      Security SPV.          
| | --- | -----------------------------------------------------------------------------------
| |     |                                                                                    
| | (b) | A copy of a resolution of the board of directors of the
      Plateau Security SPV:

| | (i) | approving the terms of, and the transactions contemplated
      by, the Finance Documents to which it is a party and resolving that it
      execute, deliver and perform the Finance Documents to which it is a
      party;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)  | authorising a specified person or persons to execute the
      Finance Documents to which it is a party on its behalf; and                                                                                                                  
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                             
| | (iii) | authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices to be signed and/or
      despatched by it under or in connection with the Finance Documents to
      which it is a party.

| | (c) | A specimen of the signature of each person authorised by
      the resolution referred to in paragraph (b) above in relation to the
      Finance Documents and related documents.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Opco Security SPV                                                                                      
|-- | -------------------------------------------------------------------------------------------------------
|   |                                                                                                        
|   | (a)                                                                                                    
|   |                                                                                                        
|   | (b)                                                                                                    
|   |                                                                                                        
|   |                                                                                                        
|   |                                                                                                        
|   |                                                                                                        
|   |                                                                                                        
|   |                                                                                                        
|   |                                                                                                        
|   | (c)                                                                                                    
|   |                                                                                                        
|4. | Transaction Documents                                                                                  
|   |                                                                                                        
|   | A copy of each of the following Transaction Documents
      executed by the parties to those documents:

- 172 -

---

| | (a) | The RPM Finance Documents.                                         
| | --- | -------------------------------------------------------------------
| |     |                                                                    
| | (b) | The Acquisition Documents.                                         
| |     |                                                                    
| | (c) | The Plateau Holdco A Preference Share Subscription
      Agreement.
| |     |                                                                    
| | (d) | The Community Trust Documents.                                     
| |     |                                                                    
| | (e) | The ESOP Documents.                                                
| |     |                                                                    
| | (f) | The Holdco Opco A Preference Share Subscription
      Agreement.   
| |     |                                                                    
| | (g) | The Holdco Opco Ordinary Share Subscription
    Agreement.         
| |     |                                                                    
| | (h) | The Shareholder Loan Documents.                                    
| |     |                                                                    
| | (i) | The Holdco Shareholder Loan Agreement.                             
| |     |                                                                    
| | (j) | The Opco Shareholder Loan Agreement.                               
| |     |                                                                    
| | (k) | The Operating Agreements, comprising:                              
| |     |                                                                    
| |     | (i)                                                                
| |     |                                                                    
| |     | (ii)                                                               
| |     |                                                                    
| |     | (iii)                                                              
| |     |                                                                    
| |     | (iv)                                                               
| |     |                                                                    
| |     | (iv)                                                               
| |     |                                                                    
| | (l) | The Anooraq Shareholders Agreement.                                
| |     |                                                                    
| | (m) | Each B Preference Share
Document.                                  

|5. | Finance Documents
|-- | -----------------
|   |                  
|   | (a)              
|   |                  
|   | (b)              
|   |                  
|   | (c)              
|   |                  
|   | (d)              
|   |                  
|   | (e)              
|   |                  
|   | (f)              
|   |                  
|   | (g)              

- 173 -

---

| | (h) | All Plateau Hedging Documents required to be entered into
      in order implement the Plateau Hedging Policy executed by the parties to
      those documents.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                
| | (i) | The Global Intercreditor Agreement executed by the
      parties to it.                                                                                        
| |     |                                                                                                                                                                
| | (j) | The Plateau Intercreditor Agreement executed by the
      parties to it.                                                                                       
| |     |                                                                                                                                                                
| | (k) | Any Reliance Letter.                                                                                                                                           
| |     |                                                                                                                                                                
| | (l) | Each Debt Guarantee executed by the parties to
  it.                                                                                                           
| |     |                                                                                                                                                                
| | (m) | Each Counter Indemnity Agreement executed by the parties
      to it.                                                                                          
| |     |                                                                                                                                                                
| | (n) | Each Security SPV Document executed by the parties to
      it.                                                                                                

|6.  | Transaction Security Documents                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                             
|6.1 | At least 2 (two) originals of the following Transaction
      Security Documents executed by the Obligors specified
  below:

Name of Obligor
      
    Transaction Security DocumentBorrower
      
    The Transaction Security Documents referred to in part 3
      of Schedule 13. (Transaction Security Documents).N2C Resources
      
    The Transaction Security Document referred to in part 4
      of Schedule 13 (Transaction Security Documents).Holdco
      
    The Transaction Security Documents referred to in part 2
      of Schedule 13 (Transaction Security Documents).Opco
    (a)
    The Transaction Security Documents referred to in part 1
      of Schedule 13 (Transaction Security Documents).(b)
    All documentation required by the Senior Agent,
      including, without limitation, special powers of attorney, to enable the
      Senior Agent to procure the registration of all of the Transaction
      Security Documents referred to in sub-paragraphs 2 to 4 of part 1 of
      Schedule 13


- 174 -

---

(Transaction Security Documents) at the
      applicable Deeds Registries in South Africa under the Deeds Registries
      Act, 1946 of South Africa.


|6.2 | A copy of all notices required to be sent under the
      Transaction Security Documents executed by the relevant Obligors duly
      acknowledged by the addressee.                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.3 | A copy of all notices and acknowledgements required to be
      given under Section 43 of the Short-term Insurance Act, 1998 of South
      Africa as a consequence of the cession of any rights to Insurances
      pursuant to any Transaction Security Document.                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.4 | The originals of all share certificates, transfers and
      stock transfer forms or equivalent required to be delivered in accordance
      with the terms of any Transaction Security Document duly executed by the
      relevant Obligor in blank in relation to the assets subject to or
      expressed to be subject to the Transaction Security and other documents of
      title to be provided under the Transaction Security Documents.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.  | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.  | Transaction Accounts                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Evidence that the Transaction Accounts have been
      established with the Account Bank.                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.  | Holdco Shareholder Loan Agreement                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Evidence that the amount of ZAR7,058,823,529 has been
      advanced by RPM to Holdco pursuant to the Holdco Shareholder Loan
      Agreement.                                                                                                                                                                                                                                                                                                     

- 175 -

---

|10. | Opco Shareholder Loan Agreement                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                              
|    | Evidence that the amount of ZAR7,058,823,529 has been
      advanced by Holdco to Opco pursuant to the Opco Shareholder Loan
      Agreement.
|    |                                                                                                                                              
|11. | LPM Business                                                                                                                                 
|    |                                                                                                                                              
|    | (a)                                                                                                                                          
|    |                                                                                                                                              
|    | (b)                                                                                                                                          

|12. | Acquisition Documents and Acquisition Conditions
      Precedent
|--- | ----------------------------------------------------------------
|    |                                                                 
|    | Evidence that:                                                  
|    |                                                                 
|    | (a)                                                             
|    |                                                                 
|    | (b)                                                             
|    |                                                                 
|    | (c)                                                             

|13. | Share Transfers
|--- | ---------------
|    |                
|    | (a)            
|    |                
|    | (b)            

- 176 -

---

|14. | Shareholder Loans and Subscriptions                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | Evidence that the N2C Resources Shareholder Loan has been
      advanced to the Borrower by N2C Resources by the payment into the
      Disbursement Account in accordance with the Funds Flow Statement of an
      amount of not less than ZAR70,000,000 on the Closing Date.                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                             
|15. | Legal opinions                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | The following legal opinions and, except as otherwise
      provided below in relation to any opinion, each addressed to the Senior
      Agent, the Plateau Security SPV, the Opco Security SPV and the Original
      Lenders and capable of being relied upon by any persons to become Lenders
      pursuant to the primary syndication of the Facility:
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | (d)                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | (e)                                                                                                                                                                                                                                                                                                                                                         

- 177 -

---

| |     | authority of N1C Resources and N2C Resources to enter
      into the Transaction Documents to which they are a party, and the
      legality, validity and enforceability of the Transaction Documents under
      the law of the Cayman Islands.                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) | A legal opinion of McCarthy Tertault legal advisers to
      the Parent as to the legality, validity and enforceability of the
      Transaction Documents, as well as the capacity and authority of the Parent
      to enter into the Transaction Documents to which it is a party under the
      law of the Province of British Columbia, Canada substantially in the form
      distributed to the Senior Agent prior to the Signature
  Date.

|16. | Reports                                 
|--- | ----------------------------------------
|    |                                         
|    | A copy of each of the following
Reports:

| | (a) | The Legal Due Diligence Report.    
| | --- | -----------------------------------
| |     |                                    
| | (b) | The Environmental Report.          
| |     |                                    
| | (c) | The Financial Due Diligence Report.
| |     |                                    
| | (e) | The Technical Report.              
| |     |                                    
| | (f) | The Structure Memorandum.          
| |     |                                    
| | (g) | The Group Structure Charts.        
| |     |                                    
| | (h) | The Tax Opinion.                   

|17. | Authorisations
|--- | --------------

| | (a) | A copy of the Authorisation of the Exchange Control
      Department of the South African Reserve Bank approving (to the extent
      required) the borrowings by the Borrower under the Finance Documents, the
      Security to be provided by the Obligors under the Transaction Security
      Documents and the Debt Guarantees to be provided by the Plateau Security
      SPV and the Opco Security SPV.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | Evidence that all Mining Licenses and New Order Rights
      have been unconditionally issued by the DM pursuant to a conversion notice
      issued under the MPRD Act (but not necessarily registered) and that the
      relevant Ministerial consent has been granted for the transfer of such New
      Order Rights to Opco under the MPRD Act.                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | A copy of each Mining License and each New Order Right
      (but not necessarily registered).                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | A copy of any other Authorisation or other document,
      opinion or assurance which the Agent notifies the Borrower is necessary or
      desirable in connection with the entry into and performance of the
      transactions contemplated by any                                                                                                                                                           

- 178 -

---

Transaction Documents or for the
validity and enforceability of any Transaction Document.

|18. | Other documents and evidence
|--- | ----------------------------
|    |                             
|    | (a)                         
|    |                             
|    | (b)                         
|    |                             
|    | (c)                         
|    |                             
|    | (d)                         
|    |                             
|    | (e)                         
|    |                             
|    | (f)                         
|    |                             
|    | (g)                         
|    |                             
|    | (h)                         
|    |                             
|    | (i)                         
|    |                             
|    | (j)                         
|    |                             
|    | (k)                         

- 179 -

---

| | (l) | A letter from the Borrower to the Senior Agent and the
      Account Bank specifying the Holdco Business Account, the Borrower Proceeds
      Account, the Opco Business Account and the Disbursement Account including
      details of each account name, account number and the name and address of
      the bank where each account is held.                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | The Group Structure Chart which shows the Anooraq Group
      assuming the Closing Date has occurred and steps 1 (Asset and loan
      impairment) to 7 (Capital Rebalance) of the Structure Memorandum have
      completed.                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (n) | Evidence satisfactory to the Senior Agent that all
      material contracts have been ceded and assigned by Lebowa to Opco and that
      any third party consents for such cession and assignment have been
      obtained.                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (o) | Evidence satisfactory to the Senior Agent that the
      consent of Anglo and RPM has been obtained for the cession in security of
      the rights of the Borrower in relation to the representations and
      warranties in the Holdco Sale of Shares Agreement.                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (p) | Evidence satisfactory to the Senior Agent that the agency
      agreement between Anglo, RPM and Lebowa has been terminated.                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (q) | Evidence satisfactory to the Senior Agent that each of
      the steps set out in the Structure Memorandum have been implemented or
      will as of the Closing Date be implemented.                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (r) | Notification has been received by the Senior Agent of the
      Mandatory Cost of all Lenders.                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (s) | Evidence satisfactory to the Senior Agent that all
      funding to be provided by the Borrower pursuant to the Transaction
      Documents will be made available into the Disbursement Account on the
      Closing Date and that where the funding under any Transaction Documents is
      subject to any conditions precedent, that the conditions precedent have
      been fulfilled.
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (t) | Power of Attorney in the agreed form given by Opco and
      Lebowa in favour of the Senior Agent or its legal advisors allowing the
      Senior Agent or its legal advisors to take all necessary steps to lodge
      and procure the registration of all New Order rights and the cession and
      transfer thereof to Opco.                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (u) | Operating Budget in the agreed form.                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                             
| | (v) | The Senior Agent has confirmed in writing addressed to
      the Borrower that it is satisfied with the form and substance of the
      Disclosure Schedule                                                                                                                                                                                                                                 

- 180 -

---

SCHEDULE 3 REQUESTS

Utilisation Request Loans

From:    [Borrower]
To:         [Senior Agent]
Dated:

Dear Sirs

Plateau Resources (Proprietary) Limited  Up to
ZAR750,000,000 (inclusive of capitalised interest and funded Net Swap
Payments) Term Loan Facilities Agreement dated
[           ] 2009 (the
Facilities Agreement)

|1. | We refer to the Facilities Agreement. This is a
      Utilisation Request. Terms defined in the Facilities 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:                                                                                                                                                                                              

| | (a) | Borrower:                                          
       Plateau Resources (Proprietary) Limited                        
| | --- | --------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                           
| | (b) | Proposed Utilisation
      Date:             
      [   ] (or, if that is not a Business Day, the next Business
      Day)
| |     |                                                                                                                           
| | (c) | Amount:                                             R[  
      ] or, if less, the Available Facility                      
| |     |                                                                                                                           
| | (d) | 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 Utilisation should be credited to
      [insert relevant account].                                                                
|   |                                                                                                                                                        
|5. | This Utilisation Request is
irrevocable.                                                                                                               

Yours faithfully

.................................................................authorised
signatory for Plateau Resources (Proprietary) Limited

- 181 -

---

SCHEDULE 4

EPCM AGREEMENTS

Project
    EPCM
    Description
    2009 Funds remaining to
      completion
    2010 Funds remaining to
      completion
    CommentsBrakfontein 120 ktpm Meresky Project
    RSV (Read Swatman and Voigt)
    Principle Consultant: Design &
      Procurement
    R14.000.000
    -SMS (Sound Mining Solutions
    Principal Mining Consultant:
    R2.000.000
    -
    included in approved BudgetsMiddelpunt Hill 125 ktpm Project (Deferred)
    RSV
    Principal Consultant: Design &
      Procurement
    R5000.000
    
    Project close out as project deferredMerensky 85  100 ktpm Plant Upgrade
    TWP (Previously Vhumbanani)
    Principal Consultants: EPCM
    R8.500.000
    R1.000.000
    included in approved Budgets


- 182 -

---

SCHEDULE 5

EXISTING OPERATIONAL GUARANTEES

Guarantee
      By
    In Favour Of
    AmountRPM on
      behalf of Opco
    Eskom
    R12,027,000.00UG2 Expansion
    DM
    R51,086,564.00Ga-phasha
    DM
    R165,000.00APL on behalf of
      Opco
    DM
    R58,075,023.00 (Pre 2009)APL on behalf of Opco
    DM
    R18,954,088.00 (2009)


- 183 -

---

SCHEDULE 6

FORM OF ASSIGNMENT AGREEMENT

|To:   | [         ] as
      Senior Agent                                                                
|----- | -------------------------------------------------------------------------------------------------
|      |                                                                                                  
|From: | [the Existing Lender] (the
      Existing Lender) and [the New Lender] (the New
      Lender)

Dated:

Plateau Resources (Proprietary) Limited  Up to
ZAR750,000,000 (inclusive of capitalised interest and funded Net Swap
Payments) Term Loan Facilities Agreement dated
[           ] 2009 (the
Facilities Agreement)

|1. | We refer to the Facilities Agreement. This is an
      Assignment Agreement.
|-- | ----------------------------------------------------------------------------
|   |                                                                             
|2. |                                                                             
|   |                                                                             
|   | (a)                                                                         
|   |                                                                             
|   | (b)                                                                         
|   |                                                                             
|   | (c)                                                                         
|   |                                                                             
|   | (d)                                                                         

|3. | The proposed Transfer Date is
      [         
   ].
|-- | ----------------------------------------------------

|4. | On the Transfer Date the New Lender becomes:                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                                 
|   |                                                                                                                                                                                                     
|   | (b)                                                                                                                                                                                                 
|   |                                                                                                                                                                                                     
|5. | The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in paragraph (c) of Clause 29.4
      (Limitation of responsibility of Existing
  Lenders).

- 184 -

---

|6. | The Facility Office and address, fax number and attention
      details for notices of the New Lender for the purposes of Clause 36.2
      (Addresses) are set out in the Schedule.                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                              
|7. | This Assignment Agreement 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 Assignment Agreement.
|   |                                                                                                                                                                                                              
|8. | This Assignment Agreement is governed by South African
      law.                                                                                                                                            
|   |                                                                                                                                                                                                              
|9. | This Assignment Agreement has been executed on the date
      stated at the beginning of this Assignment
Agreement.                                                                                          

- 185 -

---

THE SCHEDULE

Commitment/rights and obligations to be transferred by
assignment, release and accession

[insert relevant details]

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

|[Existing Lender] | [New Lender]
|----------------- | ------------
|                  |             
|By:               | By:         

This Assignment Agreement is accepted by the Senior Agent and
the Transfer Date is confirmed as [    ].

[Signature of this Assignment Agreement by the Senior Agent
constitutes confirmation by the Senior Agent of receipt of notice of the cession
and assignment referred to herein, which notice the Senior Agent receives on
behalf of each Finance Party.]

[Senior Agent]

By:

- 186 -

---

SCHEDULE 7 [INTENTIONALLY LEFT BLANK]

- 187 -

---

SCHEDULE 8 [INTENTIONALLY LEFT BLANK]

- 188 -

---

SCHEDULE 9

FORM OF COMPLIANCE CERTIFICATE

|To:   | [         
       ] as Senior Agent
|----- | -----------------------------------
|      |                                    
|From: | [Borrower]                         

Dated:

Dear Sirs

Plateau Resources (Proprietary) Limited  Up to
ZAR750,000,000 (inclusive of capitalised interest and funded Net Swap
Payments) Term Loan Facilities Agreement dated
[           ] 2009 (the
Facilities Agreement)

|1. | We refer to the Facilities Agreement. This is a
      Compliance Certificate. Terms defined in the Facilities 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.]*                                                                                                                                                                                                                 

|Signed |            |           
|------ | ---------- | ----------
|       |            |           
|       | Director   | Director  
|       | of         | of        
|       | [Borrower] | [Borrower]

[insert applicable certification
language]**

......................................for and on behalf
of [name of Auditors of the Borrower]***



----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* If this statement cannot be made, the certificate
should identify any Default that is continuing and the steps, if any, being
taken to remedy it. ** To be agreed with the Parent's Auditors
and the Lenders prior to signing the Agreement. *** Only
applicable if the Compliance Certificate accompanies the audited financial
statements and is to be signed by the Auditors. To be agreed with the Borrower's
auditor's prior to signing the Agreement.

- 189 -

---

SCHEDULE 10

LMA FORM OF CONFIDENTIALITY UNDERTAKING

[Letterhead of Seller/Seller's agent/broker]

To:

| | [insert name of Potential
      Purchaser/Purchasers agent/broker]
| | -------------------------------------------------------------------

Re: The Agreement

Borrower: Date:
      Amount: Senior Agent:


Dear Sirs

We understand that you are considering [acquiring]/[arranging
the acquisition of] an interest in the Agreement (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, and (c) to use all reasonable endeavours
      to ensure that any person to whom you pass any Confidential Information
      (unless disclosed under paragraph 2[(c)/(d)] below) acknowledges and
      complies with the provisions of this letter as if that person were also a
      party to it.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.  | Permitted Disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- 190 -

---

|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;]
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | [(b/c)] | 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
      in each case so long as that person has delivered a letter to you in
      equivalent form to this letter; and
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | [(c/d)] | (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 and except
      where disclosure is to be made to any competent supervisory or regulatory
      body during the ordinary course of its supervisory or regulatory function
      over you) to inform us of the full circumstances of any disclosure under
      paragraph 2[(c)/(d)] or upon becoming aware that Confidential Information
      has been disclosed in breach of this letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | Return of Copies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | If we so request in writing, you shall return all
      Confidential Information supplied to you by us and destroy or permanently
      erase (to the extent technically practicable) 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 (to the extent technically practicable) 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[(c)/(d)] 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 on the earlier of (a) the date
      you become a party to or otherwise acquire (by assignment,
      sub-participation or otherwise) an interest, direct or indirect, in the
      Agreement [and] (b) twelve months                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 191 -

---

|    | after you have returned all Confidential Information
      supplied to you by us and destroyed or permanently erased (to the extent
      technically practicable) 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(a)) or
      which, pursuant to paragraph 4 above, are not required to be returned or
      destroyed) [and (c) in any event
      [           ] months
      from the date of this letter].                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.  | No Representation; Consequences of Breach,
    etc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | You acknowledge and agree that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.1 | neither we, [nor our principal] 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
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2 | we [or our principal] 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.  | No Waiver; Amendments, etc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | This letter sets out the full extent of your obligations
      of confidentiality owed to us in relation to the information the subject
      of this letter. No failure or delay in exercising any right, power or
      privilege hereunder will operate as a waiver thereof nor will any single
      or partial exercise of any right, power or privilege preclude any further
      exercise thereof or the exercise of any other right, power or privileges
      hereunder. The terms of this letter and your obligations hereunder may
      only be amended or modified by written agreement between us.                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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
      including securities law relating to insider dealing and market abuse and
      you undertake not to use any Confidential Information for any unlawful
      purpose.                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.  | Nature of Undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

- 192 -

---

|     | 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,]4the Borrower
      and each other member of the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.  | Third Party Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.1 | Subject to this paragraph 10 and to paragraphs 6 and 9, a
      person who is not a party to this letter has no right under the
      [Contracts (Rights of Third Parties) Act 1999 (the "Third Parties
      Act")]to enforce or to enjoy the benefit of any term of this
      letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | [Note: Consider replacing withstipulatio
      altericlause.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.2 | The Relevant Persons may enjoy the benefit of the terms
      of paragraphs 6 and 9 subject to and in accordance with this paragraph 10
      and the provisions of the [Third Parties Act].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.3 | The parties to this letter do not require the consent of
      the Relevant Persons to rescind or vary this letter at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.  | Governing Law and Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.1 | This letter (including the agreement constituted by your
      acknowledgement of its terms) is governed by [English
  law].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.2 | The parties submit to the non-exclusive jurisdiction of
      the English courts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.  | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | In this letter (including the acknowledgement set out
      below) terms defined in the Agreement shall, unless the context otherwise
      requires, have the same meaning and:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | "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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | "Group" means the Borrower and each of its holding
      companies and subsidiaries and each subsidiary of each of its holding
      companies (as each such term is defined in the [Companies Act
      1985]).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

- 193 -

---

"Permitted Purpose" means
[subject to the terms of this letter, passing on information to a prospective
purchaser for the purpose of] considering and evaluating whether to enter into
the Acquisition.

"Purchaser Group" means you,
each of your holding companies and subsidiaries and each subsidiary of each of
your holding companies (as each such term is defined in the [Companies Act
1985]).

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 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]

- 194 -

---

SCHEDULE 11 TIMETABLES

Loans

|Delivery of a duly completed         | U-3            
|------------------------------------ | ---------------
|Utilisation Request (Clause 5.1      |                
|(Delivery of a Utilisation Request)) | 9.30am         
|                                     |                
|Senior Agent notifies the Lenders of | U-2            
|the Utilisation in accordance with   |                
|Clause 5.4 (Lenders' participation)  | 3.00pm         
|                                     |                
|JIBAR is fixed                       | Quotation Day  
|                                     | as of 11:00 a.m
|                                     | Johannesburg   
|                                     | time.          

|U     | = | date of utilisation                               
|------- | - | --------------------------------------------------
|        |   |                                                   
|U - X | = | X Business Days prior to date of
      utilisation

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SCHEDULE 12

[INTENTIONALLY LEFT BLANK]

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SCHEDULE 13

TRANSACTION SECURITY DOCUMENTS

Part 1: Opco Security Documents

No.
    Description of Opco Security Document1.
    Cession in Security by Opco in favour of Opco Security
      SPV of: a) book debts and claims; b) Operating Agreements;
      c) bank accounts and credit balances; d) Insurances;
      e) Insurance Proceeds; and f) Unregistered Intellectual
      Property Rights2.
    General Notarial Bond by Opco in favour of Opco Security
      SPV.3.
    Special Notarial Bond by Opco in favour of Opco Security
      SPV over the assets referred to in Annexure A.4.
    Mortgage Bonds by Opco in favour of Opco Security SPV
      over all immovable property of any nature held by Opco, specifically
      referred to in Annexure B.5.
    Mortgage Bonds by Opco in favour of Opco Security SPV or
      in favour of the Security Agent (under a parallel debt structure) over all
      Mining Rights held by Opco.


Part 2: Holdco Security Documents

No.
    Description of Holdco Security Document and Transaction
      Security1.
    Cession and Pledge in Security by Holdco in
      favour of Plateau and RPM of Holdcos rights and interests in: a)
      the Holdco Shareholder Loan Agreement; b) the First Ranking Opco
      Funding Debt Guarantee; c) Shares in subsidiaries; d)
      Claims against subsidiaries;


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e) Bank Accounts and credit
      balances.2.
    Reversionary Cession and Pledge in Security
      by Holdco in favour of RPM of Holdcos reversionary rights and interests
      in:a) the Holdco Shareholder Loan Agreement;b) the First
      Ranking Opco Funding Debt Guarantee;c) Shares in
      subsidiaries;d) Claims against subsidiaries;e) Bank
      Accounts and credit balances.


Part 3: Plateau Security Documents

No.
    Description of Plateau Security Document and Transaction
      Security1.
    Cession and Pledge in Security by Plateau in
      favour of Plateau Security SPV of rights and interests in: a)
      Plateau Funding Loan Agreement; b) Cession in Security by Holdco
      referred to in Part 2 of Schedule 13; c) Shares held by Plateau in
      Holdco from time to time; d) Claims against Holdco; e)
      Warranties set out in Schedule 1 to the Holdco Sale of Shares Agreement;
      f) Bank accounts and credit balances.


Part 4: N2C Resources Security Documents

No.
    Description of N2C Resources Security Document and
      Transaction Security1.
    Cession and Pledge in Security by N2C Resources
      in favour of Plateau Security SPV of rights and interests in: a)
      Shares held by N2C Resources in Plateau; and


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b) Claims against Plateau.


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Annexure A

Assets covered by Special Notarial Bond

No.
    Description of Asset255000136
    Winder Drum255000137
    Winder Motor255000262
    Conc Thickener UG2 (steel255000455
    Tailings Thickener UG2 (steel)255000049
    Vent Shaft Fans255000163
    Electrical switchgear mine winder No. 6255000171
    Electrical switchgear rock winder No. 2255000427
    Secondary Crusher255000428
    Tertiary Crusher255000294
    Primary Jaw Crusher255000201
    CV01 conveyor  Adit 1255000430
    Larox machine255000207
    CV01 conveyor  Adit 3255000110
    Tailings Thickener Msky


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Annexure B

Immovable Property covered by Mortgage Bonds

No.
      Property
      NotesLEASE AREASNOTARIAL
        LEASE NO. K5750/2008L1.
      The farm MIDDELPUNT 420, 
        Registration Division K.S., Limpopo Province; 
        Measuring 260, 7099 (TWO HUNDRED AND SIXTY 
        comma SEVEN NOUGHT NINE NINE) hectares; 
        Held by Certificate of Registered State Title T24685/1969NOTARIAL LEASE
        NO. K5820/2008L2.
      The farm BRAKFONTEIN 464, 
        Registration Division K.S., Limpopo Province; 
        Measuring 84,3273 (EIGHTY FOUR comma THREE TWO 
        SEVEN THREE) hectares; 
        Held by Certificate of Registered State Title T3571/2000NOTARIAL LEASE
        NO. K4947/2008L3.
      The farm ZEEKOEGAT 421, 
        Registration Division K.S., Limpopo Province; 
        Measuring 284,8154 (TWO HUNDRED AND EIGHTY 
        FOUR comma EIGHT ONE FIVE FOUR) hectares; 
        Held by Deed of Transfer T5310/19414.
      The farm DIAMOND 422, 
        Registration Division K.S., Limpopo Province; 
        Measuring 19,9130 (NINETEEN comma NINE ONE 
        THREE NOUGHT) hectares; 
        Held by Deed of Transfer T680/1940SECTIONAL
        TITLE PROPERTIESDEED
        OF TRANSFER NO. ST 87357/20085.
      Section 30 Mopani ParkDEED
        OF TRANSFER NO. ST 87358/20086.
      Section 31 Mopani ParkDEED
        OF TRANSFER NO. ST 87359/20087.
      Section 32 Mopani ParkDEED
        OF TRANSFER NO. ST 87360/2008


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8.
    Section 33 Mopani Park


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SCHEDULE 14

PERMITTED PENSION FUNDS AND LIFE ASSURER TRANSFEREES

"  "

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SIGNATURES

THE PARENT

ANOORAQ RESOURCES CORPORATION

*/s/ signed*

_____________________________________

By:



_____________________________________

N1C RESOURCES

N1C RESOURCES INC.

*/s/ signed*

_____________________________________

By:



_____________________________________

N2C RESOURCES

N2C RESOURCES INC.

*/s/ signed*

_____________________________________

By:



_____________________________________

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THE BORROWER

PLATEAU RESOURCES (PROPRIETARY) LIMITED

By:

*/s/ signed*

_____________________________________

By:



_____________________________________

THE SENIOR ARRANGER

STANDARD CHARTERED BANK

By:

*/s/ signed*

_____________________________________

By:

*/s/ signed*

_____________________________________

THE SENIOR AGENT

STANDARD CHARTERED BANK

By:

*/s/ signed*

_____________________________________

By:

*/s/ signed*

_____________________________________

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THE SECURITY AGENT

STANDARD CHARTERED BANK

By:

*/s/ signed*

_____________________________________

By:

*/s/ signed*

_____________________________________

THE PLATEAU SECURITY SPV

MICAWBER 634 (PROPRIETARY) LIMITED

By:

*/s/ signed*

_____________________________________

By:



_____________________________________

THE LENDERS

STANDARD CHARTERED BANK

By:

*/s/ signed*

_____________________________________

By:

*/s/ signed*

_____________________________________

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