Participation Fee Letter



 Exhibit 4.26 
 PARTICIPATION FEE LETTER 
 Gold Fields Limited 
 (as the Parent and as agent for and on behalf of the Original Borrowers) 
 150 Helen Road 
 Sandton, 2196 
 Johannesburg 
 South Africa 
 For the attention of: 
 6 May 2009 
 Dear Sirs 
 USD$311,000,000 Credit Facility
Agreement 
 We refer to the credit facility agreement to be entered into on 6 May 2009 between, amongst others, GFI Mining South
Africa (Proprietary) Limited, Gold Fields Operations Limited and Gold Fields Orogen Holding (BVI) Limited as borrowers, Gold Fields Limited (the “Parent”) and certain wholly owned subsidiaries of the Parent as guarantors, ABN AMRO
Bank N.V., Johannesburg Branch, Bank of China Limited, Bank of Montreal Ireland plc, Barclays Capital, Citibank, N.A., London Branch, Commonwealth Bank of Australia, J.P. Morgan plc, Scotiabank Europe plc and Standard Chartered Bank as arrangers,
Barclays Bank PLC as agent and the financial institutions named in the Facility Agreement as Lenders incorporating a dollar revolving loan facility with a term out option in an aggregate amount up to USD$311,000,000 (the “Facility
Agreement”). This letter is a “Fee Letter” as defined in the Facility Agreement. 
  

	1.	Terms defined in the Facility Agreement and not otherwise defined herein shall have the same meanings when used in this letter. 

  

	2.	We confirm that the aggregate amount of the participation fee referred to in Clause 11.2 (Participation fee) of the Facility Agreement (the
“Participation Fee”) is USD$3,110,000 being 100 basis points on the respective amounts contributed by the Lenders. 

  

	3.	The Participation Fee will be payable to the Agent on the date of signing of the Facility Agreement and will be paid to the Lenders based on their respective
contributions. 

  

	4.	The Participation Fee referred to in paragraph 2 above is payable by you to the Agent for the account of the Lenders: 

  

	 	(a)	in immediately available, freely transferable, cleared funds to our account at Barclays Bank PLC, New York with SWIFT: BARCUS33, account number 050 036211 and account
name Loan Operations Agency re: Gold Fields / Participation Fee; and 









	 	(b)	in full, without any set-off, deduction or withholding of any kind. 

  

	5.	This letter 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 letter.


  

	6.	This letter is a Finance Document for the purposes of the Facility Agreement. 

  

	7.	This letter and any non-contractual obligations arising in connection with it are governed by English law. 

  

	8.	Jurisdiction 

  

	 	8.1.1	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter (including a dispute regarding the existence,
validity or termination of this letter or any non-contractual obligations arising out of or in connection with it) (a “Dispute”). 

  

	 	8.1.2	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.


  

	 	8.1.3	This paragraph 8 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any
other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions. 

 Please confirm your agreement with the above by signing where indicated below. 
 Yours faithfully

 THE LENDERS 
 ABN AMRO Bank N.V., Johannesburg Branch 
 /s/ Megan Smith; /s/ Sandra Holiston 

Bank of China Limited 
  
 Bank of Montreal Ireland plc 
 /s/ Neil
Ward 
  

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 Barclays Bank plc 
  

Citibank, N.A., London Branch 
  
 Commonwealth Bank of Australia 
  
 JPMorgan Chase Bank, N.A. 
  
 Scotiabank Europe plc 
  
 Standard Chartered Bank 
  
 The Bank of Tokyo-Mitsubishi UFJ, Ltd. 
  
 We agree to the above: 
 /s/ Paul Andy Schmidt

 For and on behalf of Gold Fields Limited (as the Parent and agent for and on behalf of the Original Borrowers) 
 Dated: May 2009 
  

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