exv4w19



 




Exhibit 4.19


ADDENDUM TO GFI-SA LOAN
AGREEMENT



Amongst



MVELAPHANDA GOLD (PROPRIETARY) LIMITED



FIRSTRAND BANK LIMITED

(acting through its RAND MERCHANT BANK division)



GFI MINING SOUTH AFRICA LIMITED

(which is to be converted to a private company)



GOLD FIELDS LIMITED



GOLD FIELDS AUSTRALIA PTY LIMITED



and



GOLD FIELDS GUERNSEY LIMITED








 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	PARTIES
	 	 	1	 
	 	2.	 	 	ADDENDUM
	 	 	1	 
	 	3.	 	 	VARIANCE
	 	 	1	 
	 	4.	 	 	RECORDAL
	 	 	2	 
	 	5.	 	 	AMENDMENTS
	 	 	2	 
	 	6.	 	 	VARIATION
	 	 	5	 
	 	7.	 	 	SAVINGS
	 	 	6	 
	 	8.	 	 	COUNTERPARTS
	 	 	6	 







 









 





ADDENDUM TO GFI-SA LOAN AGREEMENT





	1.	 	PARTIES
	 
	1.1	 	 	The Parties to this Agreement are:
	 
	1.1.1	 	 	 	MVELAPHANDA GOLD (PROPRIETARY) LIMITED;
	 
	1.1.2	 	 	 	FIRSTRAND BANK LIMITED (acting through is RAND MERCHANT BANK division;
	 
	1.1.3	 	 	 	GFI MINING SOUTH AFRICA LIMITED (which is to be converted to a private company);
	 
	1.1.4	 	 	 	GOLD FIELDS LIMITED;
	 
	1.1.5	 	 	 	GOLD FIELDS AUSTRALIA PTY LIMITED; and
	 
	1.1.6	 	 	 	GOLD FIELDS GUERNSEY LIMITED.
	 
	1.2	 	 	The Parties agree as set out below.
	 
	2.	 	ADDENDUM
	 
	2.1	 	 	This Agreement forms an addendum to the written agreement
entitled “GFI-SA Loan Agreement” (the “GFI-SA Loan Agreement”) concluded between
the Parties referred to in clause 1 dated 11 December 2003.
	 
	2.2	 	 	All words and expressions defined in the GFI-SA Loan Agreement shall have
the same meaning herein unless otherwise stated or the context clearly
indicates otherwise.
	 
	3.	 	VARIANCE
	 
	3.1	 	 	Clause 26.5.1 of the GFI-SA Loan Agreement provides inter alia that no
addition to, amendment to or variation of the GFI-SA Loan Agreement shall be of any
force or effect unless in writing and signed by or and on behalf of all the Parties.



 









 





	3.2	 	The Parties wish to amend the GFI-SA Loan Agreement and have
accordingly, pursuant to clause 26.5.1 of the GFI-SA Loan Agreement, agreed to reduce
such amendments to writing.
	 
	4.	 	RECORDAL
	 
	 	 	The Parties record that the GFI-SA Loan Agreement refers to 2 (two) separate accounts being
opened in the name of Mvela Gold with the Senior Account Bank, namely the Collection Account
and the Settlement Account. The Parties have agreed that only 1 (one) account, hereinafter
referred to as the “Collection Account” shall be so opened in the name of Mvela Gold with
the Senior Account Bank which Collection Account shall fulfil the purposes as contemplated
in the definitions “Collection Account” and “Settlement Account” in the GFI-SA Loan
Agreement and all references in the GFI-SA Loan Agreement to “Settlement Account” shall be
deemed to be references to the “Collection Account”.
	 
	5.	 	AMENDMENTS
	 
	5.1	 	Clause 2.1 (General Definitions) of the GFI-SA Loan Agreement is hereby
amended as follows:
	 
	5.1.1	 	the definition of “Advance Date” is deleted and replaced by the
following definition namely:
	 
	 	 	““Advance Date” means the 2nd (second) Business Day after the
CP Satisfaction Date”;
	 
	5.1.2	 	the definition of “Interest Rate” is deleted and replaced with the
following definition, namely:
	 
	 	 	““Interest Rate” means a fixed interest rate for the Term of 95bps over
the average of the 5 (five) year swap curve as quoted by ABSA Bank
Limited, Nedbank Limited, The Standard Bank of South Africa Limited and
FirstRand Bank Limited at the Advance Date or such earlier date as agreed
between the Parties, nominal annual compounded semi-annually in arrears
and to be set out in the Loan Supplement;”
	 
	5.1.3	 	the defined term “Settlement Date” together with the definition thereof
is deleted in its entirety;




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	5.1.4	 	the defined term “Settlement Account” is amended by the deletion of
the words “and having the details notified in writing by the Senior Agent
to the Transaction Participants not less than 3 (three) Business Days
prior to the Settlement Date”;
	 
	5.1.5	 	the defined term “Account Bank” is replaced with the defined term
“Senior Account Bank”;
	 
	5.1.6	 	the definition of “Senior Account Bank” is amended by deleting the
references therein to “RMB” and replacement thereof with the words
“FNB Corporate” and by the deletion of the words “Intercreditor
Agreement” and replacement thereof with the words “Senior Account
Bank Agreement”;
	 
	5.1.7	 	the defined term “Account Bank Agreement” is replaced with the
defined term “Senior Account Bank Agreement”;
	 
	5.1.8	 	the definition of “Senior Account Bank Agreement” is amended by
the deletion of the words “GFI-SA” and replacement thereof with the
words “Mezz SPV Agent”;
	 
	5.1.9	 	the definition of “IDC” is amended by the deletion of the numerals
“1940/015201/06” and replacement thereof with the numerals
“1940/014201/06”;
	 
	5.1.10	 	the definition of “IFC Loan Agreement” is amended by the deletion of
the word “Settlement” and the replacement thereof with the word
“Collection”;
	 
	5.1.11	 	the defined term “Mezz SPV Cession in Security” is replaced by the
defined term “Mezz SPV Pledge and Cession in Security”;
	 
	5.1.12	 	the definition of “Mezz SPV Pledge and Cession in Security” is
amended by deleting the words “Mezz SPV Cession in Security” and replacement
thereof with the words “Mezz SPV Pledge and Cession in Security”;
	 
	5.1.13	 	the defined term “Mezz SPV Reversionary Cession in Security” is
replaced by the defined term “Reversionary Cession in Security”;
	 
	5.1.14	 	the definition of “Reversionary Cession in Security” is amended by
deleting the words “Mezz SPV Reversionary Cession in Security” and



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	 	 	replacement thereof with the words “Reversionary Cession in Security” and the
addition of the words “Mezz SPV Agent” after the words “Mezz SPV” in the third
line thereof;
	 
	5.1.15	 	the definition of “Mvela Resources Pledge” is amended by the deletion
of the words “Cession and Pledge” and replacement thereof with the
words “Mvela Resources Pledge”;
	 
	5.1.16	 	the definition of “Mvela Resources Subscription Agreement” is
amended by the deletion of the words “and pursuant to which Mvela Resources is
to subscribe for equity in Mvela Gold for a total consideration of not less
than ZAR1 750 000 000 (One Billion Seven Hundred and Fifty Million
Rand)”;
	 
	5.1.17	 	the definition of “Pre-Emptive Rights Agreement” is amended by the
addition of the words “inter alia” after the word “GFL” in the third line
thereof;
	 
	5.1.18	 	the definition of “Senior Cession in Security” is amended by the
addition of the words “the Senior Agent” after the words “Mvela Gold”
in the second line thereof;
	 
	5.1.19	 	the definition of “Senior Loan Agreement” is amended by the addition
of the words “the Senior Agent” after the words “Mvela Gold” in the
third line thereof;
	 
	5.1.20	 	the definition “Transaction Documents” is amended by the addition of
the letter “(y)” and a reference to “Mezz Account Bank Agreement” and
by the addition of the letter “(z)” and a reference to “BEE Letter of
Undertaking”;
	 
	5.1.21	 	the definition of “Transaction Participants” is amended by the
addition of the letter “(l)” and a reference to
“Mezz Account Bank”;
	 
	5.1.22	 	the defined term “Transaction Participant Undertaking” is replaced
by the defined term “Transaction Participant
Agreement”;
	 
	5.1.23	 	the definition of “Transaction Participants Agreement” is amended
by the deletion of the current definition and replacement thereof with
the following definition, namely:



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	 	 	“Transaction Participant Agreement” means the written agreement
entitled “Transaction Participant Agreement” concluded or to be
concluded amongst the Transaction Participants and setting out the
agreement between the Transaction Participants in relation to various
miscellaneous matters in connection with the transaction contemplated by
the Transaction Documents”;
	 
	5.1.24	 	the addition of the following defined terms and definitions thereof,
namely:
	 
	5.1.24.1	 	 	““Mezz Account Bank” means FNB Corporate or such other
party replacing FNB as Mezz Account Bank in accordance with the
provisions of the Mezz Account Bank Agreement”;
	 
	5.1.24.2	 	 	““Mezz Account Bank Agreement” means the written agreement
entitled the “Mezz Account Bank Agreement” concluded or to be concluded
amongst the Mezz Account Bank, Mvela Gold; Mezz SPV Agent and Mezz
SPV”;
	 
	5.1.24.3	 	 	““FNB Corporate” means FirstRand Bank Limited (Registration
No. 1929/001225/06) (acting through its FNB Corporate division), a public company and registered bank duly
incorporated according to the company and banking laws of South Africa.”
	 
	5.1.24.4	 	 	““BEE Letter of Undertaking” means the “BEE Letter of
Undertaking” as defined in the Mezz SPV Loan Agreement.”
	 
	5.2	 	The heading to clause 21 (Disclosure of Information by
Transaction Agent and Exclusion of Transaction Agent’s
Liability) is amended by the deletion of the word “Transaction” and replacement thereof with the word “Senior”.
	 
	5.3	 	Paragraph 3 of Schedule 1 to the GFI-SA Loan Agreement is amended by the
addition of a paragraph 3.25 as follows:
	 
	 	 	“3.25 the Mezz Account Bank Agreement”.
	 
	6.	 	VARIATION
	 
	 	 	No agreement to vary, add to or cancel this Agreement shall be of any force or effect unless
reduced to writing and signed by or on behalf of the Parties.



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	7.	 	SAVINGS
	 
	 	 	Save as set out herein the GFI-SA Loan Agreement remains of full force and effect.
	 
	8.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same agreement.





	 	 	 
	SIGNED at Sandton

	 	on this the 13th day of February 2004.
	

	 	 
	

	 	For and on behalf of
	

	 	MVELAPHANDA GOLD (PROPRIETARY)

LIMITED
	 
	 	 
	

	 	

Name:  M Xayiya
	

	 	Capacity:  Director
	

	 	Who warrants his authority hereto







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	SIGNED at Sandton

	 	on this the 13th day of February 2004.
	

	 	 
	

	 	For and on behalf of
	

	 	FIRSTRAND BANK LIMITED (acting

through its RAND MERCHANT BANK

division)
	 
	 	 
	

	 	

Name:  Rob Hamer
	

	 	Capacity:  Head of
Structured Finance
	

	 	Who warrants his authority hereto
	 
	 	 
	

	 	

Name:  Michael Pfaff
	

	 	Capacity: Chief Executive Officer

Who warrants his authority hereto






	 	 	 
	SIGNED at Sandton

	 	on this the 13th day of February 2004.
	

	 	 
	

	 	For and on behalf of
	

	 	GFI MINING SOUTH AFRICA LIMITED
	 
	 	 
	

	 	

Name:  N Holland
	

	 	Capacity: Director

Who warrants his authority hereto






	 	 	 
	SIGNED at Sandton

	 	on this the 13th day of February 2004.
	

	 	 
	

	 	For and on behalf of
	

	 	GOLD FIELDS LIMITED
	 
	 	 
	

	 	

Name:  N Holland
	

	 	Capacity: Chief Financial Officer

Who warrants his authority hereto







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	SIGNED at Sandton

	 	on this the 13th day of February 2004.
	

	 	 
	

	 	For and on behalf of
	

	 	GOLD FIELDS AUSTRALIA PTY

LIMITED
	 
	 	 
	

	 	

Name:  N Holland
	

	 	Capacity: Authorized Representative

Who warrants his authority hereto






	 	 	 
	SIGNED at Sandton

	 	on this the 13th day of February 2004.
	

	 	 
	

	 	For and on behalf of
	

	 	GOLD FIELDS GUERNSEY LIMITED
	 
	 	 
	

	 	

Name:  N Holland
	

	 	Capacity: Authorized Representative

Who warrants his authority hereto








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