<PAGE>
                              SECOND LOAN AGREEMENT

                                     Between

                                 NEDBANK LIMITED
                  (ACTING THROUGH ITS NEDBANK CAPITAL DIVISION)

                                       and

                      THE ARM BROAD-BASED EMPOWERMENT TRUST

     AN ORAL TRUST ESTABLISHED BY ORAL AGREEMENT ON 15 APRIL 2005 AND HEREIN
                        REPRESENTED BY ITS TRUSTEES BEING

                                 NEDBANK LIMITED
            (REPRESENTED BY ANTON TALJAARD AND CLIVE DONALD STEWART)

                       HARMONY GOLD MINING COMPANY LIMITED
                        (REPRESENTED BY NOMFUNDO QANGULE)

                                  FRANK ABBOTT

                                       and

                   DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED
                      (REPRESENTED BY LIONEL CHARLES SHAWE)

                                                                  DENEYS | REITZ
                                                                       ATTORNEYS
<PAGE>
                              NOTARIAL CERTIFICATE

I, THE UNDERSIGNED,

                                MARK ROBERT KYLE

OF SANDTON IN THE GAUTENG PROVINCE OF THE REPUBLIC OF SOUTH AFRICA, NOTARY
PUBLIC BY LAWFUL AUTHORITY DULY ADMITTED AND SWORN, DO HEREBY CERTIFY AND ATTEST
UNTO ALL WHOM IT MAY CONCERN THAT I HAVE THIS DAY COLLATED AND COMPARED WITH THE
ORIGINAL THEREOF, THE COPY HERETO ANNEXED MARKED "A ", BEING:

"A"  SECOND LOAN AGREEMENT BETWEEN NEDBANK LIMITED (ACTING THROUGH ITS NEDBANK
     CAPITAL DIVISION) AND THE ARM BROAD-BASED EMPOWERMENT TRUST AN ORAL TRUST
     ESTABLISHED BY ORAL AGREEMENT ON 15 APRIL 2005 AND HEREIN REPRESENTED BY
     ITS TRUSTEES BEING NEDBANK LIMITED (REPRESENTED BY ANTON TALJAARD AND CLIVE
     DONALD STEWART), HARMONY GOLD MINING COMPANY LIMITED (REPRESENTED BY
     NOMFUNDO QANGULE), FRANK ABBOTT AND DENEYS REITZ TRUSTEES (PROPRIETARY)
     LIMITED (REPRESENTED BY LIONEL CHARLESSHAWE), DATED 15 APRIL 2005

AND I, THE SAID NOTARY, DO FURTHER CERTIFY AND ATTEST THAT THE SAME IS A TRUE
AND FAITHFUL COPY OF THE SAID ORIGINAL AND AGREES THEREWITH IN EVERY RESPECT. AN
ACT WHEREOF BEING REQUIRED, I HAVE GRANTED THESE PRESENTS UNDER MY NOTARIAL FORM
AND SEAL, TO SERVE AND AVAIL AS OCCASION SHALL OR MAY REQUIRE.

THUS DONE AND SIGNED AT SANDTON AFORESAID ON THIS THE 26TH DAY OF APRIL IN THE
YEAR TWO THOUSAND AND FOUR.

                                                                   NOTARY PUBLIC

DENEYS REITZ ATTORNEYS
SANDTON
<PAGE>
                              SECOND LOAN AGREEMENT

                                     Between

          NEDBANK LIMITED (ACTING THROUGH ITS NEDBANK CAPITAL DIVISION)

                                       and

                      THE ARM BROAD-BASED EMPOWERMENT TRUST

     AN ORAL TRUST ESTABLISHED BY ORAL AGREEMENT ON 15 APRIL 2005 AND HEREIN
                        REPRESENTED BY ITS TRUSTEES BEING

                                 NEDBANK LIMITED
            (REPRESENTED BY ANTON TALJAARD AND CLIVE DONALD STEWART)

                       HARMONY GOLD MINING COMPANY LIMITED
                        (REPRESENTED BY NOMFUNDO QANGULE)

                                  FRANK ABBOTT

                                      and

                   DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED
                      (REPRESENTED BY LIONEL CHARLES SHAWE)

                                                                  DENEYS | REITZ
                                                                       ATTORNEYS
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.    PARTIES..............................................................    1
2.    DEFINITIONS AND INTERPRETATION.......................................    1
3.    INTRODUCTION.........................................................   22
4.    EARLY TERMINATION EVENTS.............................................   22
5.    PURPOSE..............................................................   23
6.    LOAN.................................................................   23
7.    INTEREST.............................................................   24
8.    REPAYMENT............................................................   25
9.    COLLECTION ACCOUNT...................................................   25
10.   VOLUNTARY PREPAYMENT.................................................   26
11.   MANDATORY PREPAYMENT.................................................   27
12.   PAYMENTS.............................................................   28
13.   REPRESENTATIONS AND WARRANTIES.......................................   29
14.   POSITIVE UNDERTAKINGS................................................   31
15.   NEGATIVE UNDERTAKINGS................................................   32
16.   FINANCIAL INFORMATION................................................   34
17.   ARM SHARES COVENANT..................................................   35
18.   INCREASED/DECREASED COSTS............................................   36
19.   EVENTS OF DEFAULT....................................................   38
20.   BREAKAGE COSTS / GAINS...............................................   41
21.   RENUNCIATION OF BENEFITS.............................................   42
22.   CERTIFICATE OF INDEBTEDNESS..........................................   42
23.   DEFAULT INTEREST.....................................................   43
</TABLE>
<PAGE>
<TABLE>
<S>                                                                           <C>
24.   CESSION AND ASSIGNMENT...............................................   43
25.   NOTICES AND DOMICILIA................................................   44
26.   GOVERNING LAW........................................................   46
27.   JURISDICTION.........................................................   46
28.   SEVERABILITY.........................................................   46
29.   GENERAL..............................................................   47
30.   COSTS................................................................   48
</TABLE>
<PAGE>
                              SECOND LOAN AGREEMENT

1.   PARTIES

1.1  The Parties to this Agreement are:

1.1.1 NEDBANK LIMITED (ACTING THROUGH ITS NEDBANK CAPITAL DIVISION);

1.1.2 THE ARM BROAD-BASED EMPOWERMENT TRUST AN ORAL TRUST ESTABLISHED BY ORAL
     AGREEMENT ON 15 APRIL 2005 HEREIN REPRESENTED BY ITS TRUSTEES BEING:

1.1.2.1 NEDBANK LIMITED (REPRESENTED BY ANTON TALJAARD AND CLIVE DONALD
     STEWART);

1.1.2.2 HARMONY GOLD MINING COMPANY LIMITED (REPRESENTED BY NOMFUNDO QANGULE);

1.1.2.3 FRANK ABBOTT; and

1.1.2.4 DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED (REPRESENTED BY LIONEL
     CHARLES SHAWE).

1.2  The Parties agree as set out below:

2.   DEFINITIONS AND INTERPRETATION

2.1  The headings to the clauses of this Agreement are for reference purposes
     only and shall in no way govern or affect the interpretation of nor modify
     nor amplify the terms of this Agreement nor any clause hereof.
<PAGE>
                                                                         Page 2.


2.2  Unless the context dictates otherwise, the words and expressions set forth
     below shall bear the following meanings and cognate expressions shall bear
     corresponding meanings:

2.2.1 "ADVANCE DATE" means the "Effective Date" as defined in the Sale of Shares
     Agreement;

2.2.2 "AHJIC" means ARMGold Harmony Joint Investment Company (Proprietary)
     Limited (Registration No. 2002/032163/07), a private company duly
     incorporated according to the company laws of South Africa;

2.2.3 "AGREEMENT" means this Second Loan Agreement;

2.2.4 "APPLICABLE MARGIN" means 2,75% (two comma seven five percent) nacm;

2.2.5 "ARM" means African Rainbow Minerals Limited (Registration No.
     1933/004580/06), a public company duly incorporated according to the
     company laws of South Africa;

2.2.6 "ARM DISTRIBUTION" means any payment in respect of the ARM Shares by or on
     behalf of ARM to the Borrower, by way of dividend, capital reduction
     (including, but not limited to, any share repurchase), interest, principal,
     fee, royalty or other distributions or payments whether or not made to the
     shareholders of ARM generally;

2.2.7 "ARMI" means African Rainbow Minerals & Exploration Investments
     (Proprietary) Limited (Registration No. 1997/020158/07), a private company
     duly incorporated according to the company laws of South Africa;
<PAGE>
                                                                         Page 3.


2.2.8 "ARM SHARE PROCEEDS" means the proceeds of any ARM Distribution and all
     proceeds received by the Borrower or to which the Borrower is or becomes
     entitled, by virtue of the sale or other disposal of any ARM Shares or by
     virtue of the vesting of any of the ARM Shares in any beneficiary of the
     Borrower;

2.2.9 "ARM SHARES" means 28 614 740 (twenty-eight million six hundred and
     fourteen thousand seven hundred and forty) ordinary par value shares of
     R0,05 (five cents) each in the issued share capital of ARM listed on the
     JSE and constituting 14% (fourteen percent) of the issued share capital of
     ARM as at the Signature Date to be purchased by the Borrower from AHJIC
     pursuant to the Sale of Shares Agreement;

2.2.10 "ARM SHARES MARKET VALUE" means on each day during the Term, the market
     value of the Encumbered ARM Shares, being the Volume Weighted Average Price
     of an ARM share on the JSE on that day in respect of the 10 (ten) Exchange
     Business Days immediately preceding that day multiplied by the aggregate
     number of Encumbered ARM Shares on that day;

2.2.11 "ARM SHARES TO OUTSTANDINGS RATIO" means:

2.2.11.1   the ARM Shares Market Value; divided by

2.2.11.2 the aggregate of the Second Facility Outstandings plus the Harmony
     Option Outstandings which are due and payable to the Lender;

2.2.12 "ARREAR INTEREST RATE" means the greater of:

2.2.12.1 the Prime Rate plus 2% (two percent); and
<PAGE>
                                                                         Page 4.


2.2.12.2 the Repo Rate plus 2% (two percent);

2.2.13 "ASSIGNMENT AGREEMENT" means the written agreement concluded or to be
     concluded between the Harmony, ARMI, AHJIC and the Borrower on or about the
     Signature Date pursuant to which inter alia the Voting Agreement is amended
     in certain respects and the Borrower agrees to be bound by the provisions
     of the Voting Agreement;

2.2.14 "AUDITORS" means the Borrower's statutory auditors from time to time;

2.2.15 "BORROWER" means the trustees for the time being of an oral trust
     established by oral agreement between Frank Abbott (as founder) and the
     Lender, Harmony, Frank Abbott and Deneys Reitz Trustees (Proprietary)
     Limited (each as trustees) an 15 April 2005 and known as the
     "ARM Broad-Based Empowerment Trust";

2.2.16 "BREAKAGE COSTS" means such costs referred to in clause 20.1.1;

2.2.17 "BREAKAGE GAINS" means such amounts referred to in clause 20.1.2;

2.2.18 "BUSINESS DAY" means any day other than a Saturday, Sunday or an official
     public holiday in South Africa in accordance with the Public Holidays Act,
     1994;

2.2.19 "COLLECTION ACCOUNT" means the bark account to be opened and maintained
     by the Borrower with the Lender in accordance with clause 9 of this
     Agreement and clause 9 of the First Loan Agreement and any replacement
     bank account from time to time;

2.2.20 "COMPANIES ACT" means the Companies Act, 1973;
<PAGE>
                                                                         Page 5.


2.2.21 "CPI" means the consumer price index for all expenditure groups:
     Metropolitan and other urban areas (B2000=100) as published from time to
     time by Statistics SA in Statistical Release PI041.1 provided that if,
     after the Signature Date:

2.2.21.1 such index shall cease to be published; or

2.2.21.2 either the Lender 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 Lender 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 this Agreement, an alternative index shall be determined by a
     majority decision of a panel of 3 (three) independent chartered accountants
     of South Africa appointed by the Chief Economist of the Lender, which
     determination, and any determination by such panel as to the date from
     which any alternative index shall take effect, shall be binding upon the
     Parties. The costs of obtaining such determination shall be borne by the
     Borrower;

2.2.22 "DEED OF ADHERENCE" means the written deed entitled "Right of Pre-
     Emption and Deed of Adherence" concluded or to be concluded amongst the
     Lender, Harmony, ARMI and AHJ1C on or about the Signature Date;

2.2.23 "DISTRIBUTION" means any payment by or on behalf of the Borrower by way
     of income or capital or other distribution or payments by or on behalf of
     the Borrower to any of its beneficiaries;
<PAGE>
                                                                         Page 6.


2.2.24 "ENCUMBERED ARM SHARES" means, at any time and from time to time, such
     number of the ARM Shares as are subject to the pledge under the First
     Ranking Cession and Pledge;

2.2.25 "ENCUMBRANCE" means any mortgage, pledge, lien, assignment or cession
     conferring security, hypothecation, security interest, preferential right
     or trust arrangement or any other agreement or arrangement, the effect of
     which is the creation of security;

2.2.26 "EVENT OF DEFAULT" means an event of default as set out in clause 19;

2.2.27 "EXCHANGE BUSINESS DAY" means any day that is a trading day on the JSE
     but does not include a day on which trading on the JSE is scheduled to
     close prior to its regular weekday closing time;

2.2.28 "FINAL DISCHARGE DATE" means the date which is the later of:

2.2.28.1 the First Facility Discharge Date; and

2.2.28.2 the Second Facility Discharge Date;

2.2.29 "FINAL REPAYMENT DATE" means the date which is the earlier of:

2.2.29.1 the 5th (fifth) anniversary of the Advance Date; and

2.2.29.2 the date upon which the Second Facility Outstandings become repayable
     by the Borrower pursuant to the provisions of this Agreement;

2.2.30 "FIRST FACILITY DISCHARGE DATE" means the date upon which the First
     Facility Outstandings have been fully and finally repaid and discharged;
<PAGE>
                                                                         Page 7.


2.2.31 "FIRST FACILITY OUTSTANDINGS" means, at any time and from time to time,
     the aggregate of all amounts of principal, accrued and unpaid interest and
     all and any other amounts due and payable, including but not limited to,
     breakage costs, to the Lender under the First Loan Agreement;

2.2.32 "FIRST LOAN AGREEMENT" means the written agreement entitled "First Loan
     Agreement" concluded or to be concluded between the Lender and the Borrower
     on or about the Signature Date;

2.2.33 "FIRST RANKING CESSION AND PLEDGE" means the written cession and pledge
     in security entitled "First Ranking Cession and Pledge" by the Borrower in
     favour of the Lender dated on or about the Signature Date as security for
     its obligations under this Agreement;

2.2.34 "FLOW OF FUNDS AGREEMENT" means the written agreement entitled "Flow of
     Funds Agreement" concluded or to be concluded between the Lender, the
     Borrower, AHJIC and Harmony on or about the Signature Date;

2.2.35 "GAAP" means Generally Accepted Accounting Practice in South Africa, as
     the same may be revised from time to time;

2.2.36 "HARMONY" means Harmony Gold Mining Company Limited (Registration No.
     1950/038232/06), a public company duly incorporated according to the
     company laws of South Africa;

2.2.37 "HARMONY CALL OPTION" means the "Call Option" as defined in the Harmony
     Option Agreement;
<PAGE>
                                                                         Page 8.


2.2.38 "HARMONY OPTION AGREEMENT" means the written agreement entitled "Harmony
     Option Agreement" concluded or to be concluded between Harmony and the
     Lender on or about the Signature Date;

2.2.39 "HARMONY PUT OPTION" means the "Put Option" as defined in the Harmony
     Option Agreement;

2.2.40 "HARMONY OPTION OUTSTANDINGS" means, at any time and from time to time,
     the aggregate of all amounts due and payable by Harmony to the Lender under
     the Harmony Option Agreement pursuant to an exercise by:

2.2.40.1 the Lender of the Harmony Put Option; or

2.2.40.2 Harmony of the Harmony Call Option,

     as the case may be;

2.2.41 "HARMONY UNDERTAKING" means the written undertaking by Harmony and AHJIC
     in favour of the Lender dated on or about the Signature Date pursuant to
     which Harmony undertakes that it will utilise a portion of the proceeds
     payable to AHJIC in respect of the sale of the ARM Shares pursuant to the
     Sale of Shares Agreement to repay in full on the Advance Date the principal
     amount outstanding together with all amounts of accrued and unpaid interest
     and all other amounts due and payable to the Lender pursuant to a loan
     agreement between the Lender and Harmony dated 24 December 2004, in
     accordance with the provisions of clause 12 of that loan agreement;

2.2.42 "INDEBTEDNESS" shall be construed so as to include any obligation
     (whether incurred as principal or surety) for the payment or repayment
     of money, whether present or future, actual or contingent;
<PAGE>
                                                                         Page 9.


2.2.43 "INDEXED" means in relation to any sum, that sum adjusted annually to
     take account of year-on-year changes in the CPI since the Signature Date;

2.2.44 "INSOLVENCY EVENT" means in relation to any person, any of the following
     events or circumstances:

2.2.44.1 a meeting is convened to consider or pass a resolution, an order or a
     declaration is made, a petition is presented, legal proceedings are
     commenced or any other step is taken for the liquidation, winding-up,
     judicial management, curatorship or dissolution of such person's assets,
     business or estate or with a view to a composition, assignment or
     arrangement of such person's creditors;

2.2.44.2 such person is unable (or admits inability) to pay its debts generally
     as they fall due or is, or admits to being, otherwise insolvent or stops,
     suspends or threatens to stop or suspend payment of all or a material part
     of its debts or makes a general assignment or any arrangement or
     composition with or for the benefit of its creditors or a moratorium is
     agreed or declared in respect of or affecting all or a material part of its
     Indebtedness;

2.2.44.3 the issue of a certificate in terms of Section 346(3) of the Companies
     Act or the lodging with any Master of the High Court or other officer in
     the public service designated for such purpose by any Master of the High
     Court of a copy of an application for the provisional or final, winding-up
     or placing into judicial management, or any analogous or similar process,
     of that person;
<PAGE>
                                                                        Page 10.


2.2.44.4 such person begins negotiations or takes any proceedings or other step
     with a view to the general readjustment, rescheduling or deferral of its
     Indebtedness (or any part thereof which it would otherwise be unable to pay
     when due) or proposes to take any such step; or

2.2.44.5 any liquidator, curator, judicial manager or the like is appointed in
     respect of such person or any material part of its assets or such person
     requests any such appointment;

2.2.45 "INTEREST PERIOD" means each period of 91 (ninety-one) days during the
     Term commencing on the Advance Date save that the final Interest Period
     will be shortened to end on the Final Repayment Date;

2.2.46 "INTEREST RATE" means, in respect of each Interest Period, an interest
     rate equal to the aggregate of JIBAR, the Applicable Margin and the Lender
     Regulatory Costs;

2.2.47 "JIBAR" means, in respect of each Interest Period:

2.2.47.1 the quarter-year (91-day) Johannesburg Inter-Bank Agreed Rate as quoted
     by SAFEX and published on the Quotation Date for deposits in a comparable
     amount to that on which interest is to accrue and which appears on the
     Reuters Screen SAFEY Page at 11:00 a.m. Johannesburg time on the Quotation
     Date, expressed as a percentage and converted to a nacm rate; or

2.2.47.2 if the quarter-year (91-day) Johannesburg Inter-Bank Agreed Rate is not
     quoted, the arithmetic mean (rounded upward to the nearest 4 (four) decimal
     places) of the mid-market deposit rates for South African currency
     deposits, as quoted on the respective money markets Reuters Page by the
     Reference Banks at approximately
<PAGE>
                                                                        Page 11.


     11:00 a.m. Johannesburg time on the Quotation Date, expressed as a
     percentage and converted to a nacm rate;

2.2.48 "JSE" means the JSE Securities Exchange, South Africa;

2.2.49 "LENDER" means Nedbank Limited (Registration No. 1951/000009/06) (acting
     through its Nedbank Capital division), a registered bank and public company
     duly incorporated according to the banking and company laws of South
     Africa;

2.2.50 "LENDER REGULATORY COSTS" means the holding costs of all liquid assets
     and other reserving costs incurred by the Lender under the Banks Act, 1990
     and regulations thereunder attributable to the Loan for each Interest
     Period as quoted on the first day of each Interest Period by the Lender's
     Treasury Department and expressed as a nacm rate, it being recorded, for
     the avoidance of doubt, that the Lender Regulatory Costs as at the
     Signature Date amount to 0,31% (zero comma three one percent) expressed as
     a nacm rate;

2.2.51 "LOAN" means the aggregate principal amount for the time being
     outstanding hereunder;

2.2.52 "LOAN AMOUNT" means the principal amount of R356 149 124 (Three Hundred
     and Fifty-six Million One Hundred and Forty-nine Thousand One Hundred and
     Twenty-four Rand);

2.2.53 "MATERIAL ADVERSE EFFECT" means a material adverse effect, in the
     reasonable opinion of the Lender, on:

2.2.53.1 the ability of any Obligor to perform any or all of its material
     obligations under the terms of any Transaction Document to which it is a
     party; and/or
<PAGE>
                                                                        Page 12.


2.2.53.2 the validity or enforceability of any Transaction Document or the
     rights or remedies of the Lender under any of the Transaction Documents;

2.2.54 "OBLIGOR" means:

2.2.54.1 the Borrower; and

2.2.54.2 Harmony,

     and "OBLIGORS" means, as the context requires, both of them;

2.2.55 "PARTIES" means:

2.2.55.1 the Lender; and

2.2.55.2 the Borrower,

     and "PARTY" means, as the context requires, either of them;

2.2.56 "PERMITTED DISTRIBUTIONS" means:

2.2.56.1 any Distributions by the Borrower of the ARM Shares or any vested
     income rights or vested capital rights attributable or related to the ARM
     Shares as expressly provided for in the Trust Deed; or

2.2.56.2 any Distribution made with the prior written consent of the Lender,
     which consent shall not be unreasonably withheld or delayed;

2.2.57 "PERMITTED ENCUMBRANCE" means:
<PAGE>
                                                                        Page 13.


2.2.57.1 any Encumbrance created by operation of law; provided that the same is
     discharged within 90 (ninety) days of its creation or, in the reasonable
     opinion of the Lender, is being contested in good faith;

2.2.57.2 any Encumbrance created pursuant to the terms and conditions of the
     Security Documents; or

2.2.57.3 any Encumbrance created with the prior written consent of the Lender;

2.2.58 "PERMITTED INDEBTEDNESS" means:

2.2.58.1 any Indebtedness incurred or permitted under any Transaction Document
     or incurred pursuant to or for the purposes of giving effect to any
     provision of any Transaction Document;

2.2.58.2 any Indebtedness not exceeding R100 000 (One Hundred Thousand Rand)
     during any calendar year of the Borrower incurred in respect of the
     administrative costs and expenses of the Borrower (including, without
     limitation, in respect of auditing fees);

2.2.58.3 any Indebtedness incurred with the prior written consent of the Lender
     which shall not be unreasonably withheld or delayed;

2.2.59 "PRIME RATE" means the prime overdraft rate of interest from time to time
     publicly quoted as such by the Lender, calculated on a 365 (three hundred
     and sixty-five) day factor, irrespective of whether or not the year is a
     leap year, nominal annual compounded monthly in arrear, as certified by any
     manager of the Lender, whose appointment as such shall not be necessary to
     prove, which certificate shall serve as prima facie proof of its content;
<PAGE>
                                                                        Page 14.


2.2.60 "QUOTATION DATE" means, in relation to the determination of JIBAR for any
     Interest Period, the first day of that Interest Period;

2.2.61 "REFERENCE BANKS" means the Lender, The Standard Bank of South Africa
     Limited, FirstRand Bank Limited and Absa Bank Limited;

2.2.62 "REPO RATE" means on any particular day, the repurchase tender rate on
     that day quoted by the South African Reserve Bank;

2.2.63 "SALE OF SHARES AGREEMENT" means the written agreement entitled "Sale of
     Shares Agreement" concluded or to be concluded between Harmony, AHJIC and
     the Borrower on or about the Signature Date;

2.2.64 "SECOND FACILITY DISCHARGE DATE" means the date upon which the Second
     Facility Outstandings have been fully and finally repaid and discharged;

2.2.65 "SECOND FACILITY OUTSTANDINGS" means, at any time and from time to time
     the aggregate of all amounts of principal, accrued and unpaid interest and
     any other amounts due and payable, including but not limited to any
     Breakage Costs, to the Lender under this Agreement;

2.2.66 "SECOND RANKING CESSION AND PLEDGE" means the written reversionary
     cession and pledge in security entitled "Second Ranking Cession and Pledge"
     by the Borrower in favour of the Lender dated on or about the Signature
     Date as security for its obligations under the First Loan Agreement;

2.2.67 "SECURITY DOCUMENTS" means:

2.2.67.1 the First Ranking Cession and Pledge;
<PAGE>
                                                                        Page 15.


2.2.67.2 the Second Ranking Cession and Pledge; and

2.2.67.3 any further agreements or documents entered into at any time by or on
     behalf of the Borrower or any other person as security for the Borrower's
     obligations to the Lender under the Transaction Documents to which it is a
     party, and which agreements or documents shall, to the extent that Harmony
     is not a party thereto, be approved by Harmony, which approval shall not be
     unreasonably withheld or delayed;

2.2.68 "SIGNATURE DATE" means the date of the signature of the Party last
     signing this Agreement;

2.2.69 "SOUTH AFRICA" means the Republic of South Africa as constituted from
     time to time;

2.2.70 "SUBORDINATION AGREEMENT" means the written agreement entitled
     "Subordination Agreement" concluded or to be concluded between the
     Borrower, Harmony and the Lender on or about the Signature Date;

2.2.71 "TERM" means the period from the Advance Date to the Second Facility
     Discharge Date;

2.2.72 "TRANSACTION DOCUMENTS" means, collectively:

2.2.72.1 this Agreement;

2.2.72.2 the First Loan Agreement;

2.2.72.3 the Sale of Shares Agreement;

2.2.72.4 the Harmony Option Agreement;
<PAGE>
                                                                        Page 16.


2.2.72.5 the Security Documents;

2.2.72.6 the Harmony Undertaking;

2.2.72.7 the Subordination Agreement;

2.2.72.8 the Voting Agreement;

2.2.72.9 the Deed of Adherence;

2.2.72.10 the Flow of Funds Agreement;

2.2.72.11 the Assignment Agreement;

2.2.72.12 any other agreement or document that may be designated as a
     Transaction Document for the purposes of this Agreement and the other
     Transaction Documents by written agreement between Harmony, the Borrower
     and the Lender; and

2.2.72.13 any written amendment to the agreements and documents referred to in
     clauses 2.2.72.1 to 2.2.72.12, and which amendment shall, to the extent
     that Harmony is not a party thereto, be approved by Harmony, which approval
     shall not be unreasonably withheld or delayed,

     and "TRANSACTION DOCUMENT" means, as the context requires, any one of them;

2.2.73 "TRUST DEED" means the trust deed of the Borrower contemplated by clause
     4.1.1;
<PAGE>
                                                                        Page 17.


2.2.74 "TRUST EXPENDITURE" means all costs, expenses and fees incurred by the
     Trust in giving effect to the transactions contemplated in the Transaction
     Documents plus value-added tax, where applicable in a total amount not
     exceeding R100 000 (One Hundred Thousand Rand) per calendar year of the
     Borrower or such greater amount as may be approved by the Lender in writing
     (but excluding the costs, expenses and fees contemplated by clauses 24.3
     and 30.1);;

2.2.75 "VOLUME WEIGHTED AVERAGE PRICE" means for any period in respect of the
     ARM Shares the aggregate consideration paid for all ordinary shares in the
     share capital of ARM traded on the JSE on each Exchange Business Day during
     that period divided by the total number of ordinary shares in the share
     capital of ARM traded on the JSE on each Exchange Business Day during that
     period and for the purpose of this definition an Exchange Business Day
     shall include any Exchange Business Day regardless of whether or not any
     ordinary shares in the share capital of ARM were traded on that day;

2.2.76 "VOTING AGREEMENT" means the written agreement entitled "Voting
     Agreement" concluded or to be concluded between ARMI, AHJIC and Harmony on
     16 February 2004.

2.3  Any reference in this Agreement to:

2.3.1 an "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;

2.3.2 "assets" includes properties, revenues and rights of every description;

2.3.3 a "holding company" shall be construed in accordance with the Companies
     Act;
<PAGE>
                                                                        Page 18.


2.3.4 a "clause" shall, subject to any contrary indication, be construed as a
     reference to a clause hereof;

2.3.5 "continuing", in the context of an Event of Default, means:

2.3.5.1 where the Event of Default or its consequences are incapable of remedy
     that Event of Default is deemed to be continuing unless it has been
     expressly waived in writing by the Lender and any conditions of such waiver
     have been fulfilled to the reasonable satisfaction of the Lender;

2.3.5.2 in any other case, that Event of Default is deemed to be continuing
     unless and until either:

2.3.5.2.1 it has been expressly waived in writing by the Lender and any
     conditions of such waiver have been fulfilled to the reasonable
     satisfaction of the Lender; or

2.3.5.2.2 it has been remedied within the applicable remedy period by any
     person;

2.3.6 the "control" by one entity of another entity shall be construed so as to
     mean the power of the first such entity to direct the management and the
     policies of the second such entity, whether through the ownership of voting
     capital, by contract or by any other means;

2.3.7 "law" shall be construed as any law (including common or customary law) or
     statute, constitution, decree, judgment, treaty, regulation, directive,
     bye-law, order or any other legislative measure of any government,
     supranational, local government, statutory or regulatory body or court;
<PAGE>
                                                                        Page 19.


2.3.8 "nacm" means nominal annual compounded monthly in arrears;

2.3.9 a "person" shall be construed as a reference to any person, firm, company,
     trust, corporation, government, state or agency of a state or any
     association or partnership (whether or not having separate legal
     personality) of two or more of the foregoing;

2.3.10 "repay" (or any derivative form thereof) shall, subject to any contrary
     indication, be construed to include "prepay" or, as the case may be, the
     corresponding derivate form thereof;

2.3.11 a "subsidiary" shall be construed in accordance with the Companies Act;
     and

2.3.12 "tax" shall be construed so as to include any tax, levy, impost or other
     charge of a similar nature (including, without limitation, any penalty or
     interest payable in connection with any failure to pay or delay in paying
     any of the same).

2.4  Unless inconsistent with the context or save where the contrary is
     expressly indicated:

2.4.1 if any provision in a definition is a substantive provision conferring
     rights or imposing obligations on any Party, notwithstanding that it
     appears only in this interpretation clause, effect shall be given to it as
     if it were a substantive provision of this Agreement;

2.4.2 when any number of days is prescribed in this Agreement, same shall be
     reckoned exclusively of the first and inclusively of the last day unless
     the last day falls on a day which is not a Business Day, in which case the
     last day shall be the next succeeding Business Day;
<PAGE>
                                                                        Page 20.


2.4.3 in the event that the day for payment of any amount due in terms of this
     Agreement should fall on a day which is not a Business Day, the relevant
     day for payment shall be the immediately preceding Business Day;

2.4.4 in the event that the day for performance of any obligation to be
     performed in terms of this Agreement should fall on a day which is not a
     Business Day, the relevant day for performance shall be the next succeeding
     Business Day;

2.4.5 any reference in this Agreement to an enactment is to that enactment as at
     the Signature Date and as amended or re-enacted from time to time;

2.4.6 any reference in this Agreement to this Agreement or any other agreement
     or document shall be construed as a reference to this Agreement or, as the
     case may be, such other agreement or document as same may have been, or may
     from time to time be, amended, varied, novated or supplemented;

2.4.7 no provision of this Agreement constitutes a stipulation for the benefit
     of any person who is not a Party to this Agreement;

2.4.8 references to day/s, month/s or year/s shall be construed as Gregorian
     calendar day/s, month/s or year/s; and

2.4.9 a time of day shall be construed as a reference to Johannesburg time.

2.5  Unless inconsistent with the context, an expression which denotes:

2.5.1 any one gender includes the other genders;

2.5.2 a natural person includes an artificial person and vice versa; and
<PAGE>
                                                                        Page 21.


2.5.3 the singular includes the plural and vice versa.

2.6  Where any term is defined within the context of any particular clause in
     this Agreement, the term so defined, unless it is clear from the clause in
     question that the 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 this Agreement, notwithstanding that that term has not been
     defined in this interpretation clause.

2.7  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 this Agreement.

2.8  The expiration or termination of this Agreement shall not affect such of
     the provisions of this Agreement as expressly provide 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.

2.9  This Agreement shall be binding on and enforceable by the estates, heirs,
     executors, administrators, trustees, permitted assigns or liquidators of
     the Parties as fully and effectually as if they had signed this Agreement
     in the first instance and reference to any Party shall be deemed to include
     such Party's estate, heirs, executors, administrators, trustees,
     successors-in-title, permitted assigns or liquidators, as the case may be.

2.10 The use of any expression in this Agreement covering a process available
     under South African law such as winding-up (without limitation eiusdem
     generis) shall, if any of the Parties to this Agreement 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.
<PAGE>
                                                                        Page 22.


2.11 Where figures are referred to in numerals and in words, if there is any
     conflict between the two, the words shall prevail.

3.   INTRODUCTION

3.1  The Borrower wishes to borrow the Loan Amount.

3.2  The Lender is willing to lend the Loan Amount to the Borrower for the
     purposes set out in clause 5.1 upon the terms and conditions set out in
     this Agreement.

4.   EARLY TERMINATION EVENTS

4.1  If:

4.1.1 a written trust deed in form and substance reasonably satisfactory to the
     Lender, which reduces to writing the oral agreement reached in establishing
     the Trust has not been entered into and lodged with the Master of the High
     Court within 30 (thirty) days after the Signature Date; or

4.1.2 the Master of the High Court has not issued letters of authority to the
     trustees of the Borrower within 30 (thirty) days after the date of
     lodgement of the Trust Deed with the Master of the High Court as
     contemplated by clause 4.1.1,

     then:

4.1.3 the Borrower shall forthwith pay to the Lender all of the Second Facility
     Outstandings; and
<PAGE>
                                                                        Page 23.


4.1.4 this Agreement shall automatically terminate upon the Lender's receipt of
     the amounts payable in terms of clause 4.1.3.

4.2  The provisions of clause 4.1 are without prejudice to any rights which the
     Lender may have under any of the other Transaction Documents.

5.   PURPOSE

5.1  The Borrower shall use the Loan Amount for the purposes of funding:

5.1.1 a portion of the purchase price payable by the Borrower for the ARM Shares
     in accordance with the terms of the Sale of Shares Agreement; and

5.1.2 the duties, costs and expenses incurred in connection with the purchase by
     the Borrower of the ARM Shares and in connection with the implementation of
     the transactions contemplated by the Transaction Documents.

5.2  Without prejudice to the obligations of the Borrower under clause 5.1, the
     Lender shall not be obliged to concern itself with the application of any
     sum borrowed by the Borrower pursuant to this Agreement.

6.   LOAN

6.1  The Lender hereby agrees to lend to the Borrower, which hereby agrees to
     borrow, the Loan Amount with effect from (and inclusive of) the Advance
     Date upon the terms and conditions set out in this Agreement.

6.2  The Loan Amount shall be loaned and advanced to the Borrower by the Lender
     on the Advance Date by the Lender making payment of the Loan
<PAGE>
                                                                        Page 24.


     Amount, without deduction or set-off, as provided for in the Flow of Funds
     Agreement.

6.3  The Borrower acknowledges that the advance by the Lender of the Loan Amount
     in accordance with the provisions of clause 6.2 shall constitute a valid
     and proper discharge by the Lender of its obligation to lend and advance
     the Loan Amount to the Borrower in terms of this Agreement.

7.   INTEREST

7.1  The Loan shall bear interest during each Interest Period during the Term at
     the Interest Rate.

7.2  Interest on the Loan during the Term shall:

7.2.1 accrue at the Interest Rate on a day to day basis;

7.2.2 be calculated on the actual number of days elapsed in each Interest Period
     (inclusive of the first day of such Interest Period but exclusive of the
     last day of such Interest Period) and, for the purposes of calculation, be
     based on a year of 365 (three hundred and sixty-five) days, irrespective of
     whether the year in question is a leap year; and

7.2.3 subject to clause 7.3, to the extent not paid, be capitalised on the last
     day of each Interest Period.

7.3  Notwithstanding anything to the contrary herein contained, the Borrower
     shall be obliged to pay to the Lender, on the last Business Day of each
     month, such amount of accrued interest as is necessary to ensure that the
     amount of accrued interest does not exceed 80% (eighty percent) of the loan
     at that date.
<PAGE>
                                                                        Page 25.


8.   REPAYMENT

8.1  The Borrower shall, subject to the provisions of clauses 10, 11 and 19,
     repay the Second Facility Outstandings to the Lender on the Final Repayment
     Date.

8.2  The Borrower shall not repay all or any parts of the Loan except at the
     times and in the manner expressly provided for in this Agreement and shall
     not be entitled to re-borrow any amounts repaid.

9.   COLLECTION ACCOUNT

9.1  The Borrower shall establish and shall maintain the Collection Account with
     the Lender in the name of the Borrower within a period of 30 (thirty) days
     after the Advance Date.

9.2  The Borrower shall procure that the mandates and operating procedures for
     the Collection Account shall be in accordance with the provisions of this
     Agreement and to the reasonable satisfaction of the Lender.

9.3  The Borrower shall either procure that any ARM Share Proceeds are paid
     directly into the Collection Account or, where it is not possible to
     procure such direct payment, immediately upon receipt of any ARM Share
     Proceeds pay the same into the Collection Account.

9.4  Subject to the provisions of the Transaction Documents, no withdrawal or
     transfer may be made from the Collection Account other than the ARM Share
     Proceeds which the Borrower shall use only for the purpose of making the
     following payments in the following order of priority:

9.4.1 first, to pay the Trust Expenditure;

9.4.2 second, to pay interest accrued under this Agreement;
<PAGE>
                                                                        Page 26.


9.4.3 third, to pay interest accrued under the First Loan Agreement;

9.4.4 fourth, to pay in full any amounts of principal (including capitalised
     interest) and all other amounts due and payable under this Agreement; and

9.4.5 fifth, to pay in full any amounts of principal (including capitalised
     interest) and all other amounts due and payable under the First Loan
     Agreement.

9.5  The restrictions contained in any of the Transaction Documents on the
     withdrawal of funds from the Collection Account shall not affect the
     obligations of the Borrower to make all payments required to be made to the
     Lender on the due date for payment in accordance with the Transaction
     Documents.

9.6  Neither the ability of the Borrower to make any withdrawal from the
     Collection Account in accordance with this Agreement nor any such
     withdrawal shall be construed as a waiver by the Lender of any of its
     rights or remedies under the Transaction Documents or affect (to the extent
     possible) any of the Encumbrances created pursuant to the Transaction
     Documents.

10.  VOLUNTARY PREPAYMENT

10.1 At any time prior to the Final Repayment Date, the Borrower may, by giving
     to the Lender not less than 5 (five) Business Days prior written notice to
     that effect, prepay without penalty all or any part of the Second Facility
     Outstandings at any time during the Term, provided that no such prepayments
     shall be in an amount of less than R1 000 000 (One Million Rand) (or an
     integral multiple thereof) or the Second Facility Outstandings, whichever
     is the lesser provided that the preceding restrictions shall not apply to
     any
<PAGE>
                                                                        Page 27.


     prepayment funded by a BEE Capital Contribution in accordance with the
     terms of the Transaction Documents.

10.2 Any notice of prepayment pursuant to clause 10.1 shall:

10.2.1 be irrevocable;

10.2.2 specify a date upon which such prepayment is to be made which shall be
     the last day of an Interest Period;

10.2.3 specify the amount of the prepayment; and

10.2.4 oblige the Borrower to make such prepayment on such date.

11.  MANDATORY PREPAYMENT

11.1 Notwithstanding the provisions of clauses 8, 9 and 10 the Borrower shall be
     obliged, during the Term to utilise 100% (one hundred percent) of all ARM
     Share Proceeds to pay the Trust Expenditure and thereafter the Second
     Facility Outstandings to the Lender in an amount equal to any remaining
     balance of the ARM Share Proceeds or, if less, in the amount of the Second
     Facility Outstandings, by no later than 5 (five) Business Days after the
     date of receipt by the Borrower of any such ARM Share Proceeds.

11.2 Save as may be expressly provided for in clause 9.4 and any of the
     Transaction Documents, the Borrower shall not utilise any of the ARM Share
     Proceeds to pay the First Facility Outstandings prior to the Second
     Facility Discharge Date.
<PAGE>
                                                                        Page 28.


12.  PAYMENTS

12.1 All payments to be made by the Borrower to the Lender in terms of this
     Agreement shall be made in Rands at or before 12h00 on the due date for
     payment in immediately available funds free from set-off, withholding
     taxes, costs, charges, expenses or any other deductions to the Lender's
     bank account with the following details:

12.1.1 Bank: Nedbank Limited;

12.1.2 Account Name: Nedbank Capital - Project Administration;

12.1.3 Branch: 100 Main Street;

12.1.4 Branch Code: 19-79-05;

12.1.5 Account Number: 1979 373 078.

12.2 Any payment made by the Borrower in terms of this Agreement shall be
     appropriated first towards the payment of any fees, costs, charges or
     expenses due and payable to the Lender and, without prejudice to the
     Lender's right to claim such fees, costs, charges or expenses, as notified
     by the Lender to the Borrower not less than 5 (five) days before such
     amounts are due and payable, thereafter to the payment of any accrued and
     unpaid interest, and thereafter to the repayment of the Loan.

12.3 The Borrower shall not have the right to defer, adjust or withhold any
     payment due to the Lender in terms of or arising out of this Agreement or
     to obtain deferment of judgment for such amount or any execution of such
     judgment by reason of any set-off or counter claim due to any other
     contractual or delictual claims or causes of whatsoever nature or howsoever
     arising.
<PAGE>
                                                                        Page 29.


13.  REPRESENTATIONS AND WARRANTIES

13.1 The Borrower hereby represents and warrants in favour of the Lender on the
     Signature Date, on each day between the Signature Date and the Advance Date
     and on the Advance Date that:

13.1.1 it is a trust duly established and existing under the laws of South
     Africa with the power and authority to enter into and to exercise its
     rights and perform its obligations under the Transaction Documents to which
     it is a party;

13.1.2 it has procured the taking of all necessary corporate and other action to
     authorise the execution of the Transaction Documents to which it is a
     party;

13.1.3 each Transaction Document to which it is a party is legal and binding on,
     and enforceable against, it in accordance with its terms;

13.1.4 the provisions of each Transaction Document to which it is a party are
     not in material conflict with, and will not constitute a breach of the
     provisions of, any other agreement or undertaking which is binding on it;

13.1.5 no limitation on the powers of the Borrower to borrow will be exceeded as
     a result of the borrowings under this Agreement;

13.1.6 no limitation of the powers of the Borrower to create security will be
     exceeded as a result of the creation of the security in accordance with the
     terms of the Security Documents to which it is a party;
<PAGE>
                                                                        Page 30.


13.1.7 there is no dispute, litigation or proceeding pending or threatened
     against the Borrower which could reasonably be expected to have a Material
     Adverse Effect;

13.1.8 no Insolvency Event has occurred in respect of the Borrower;

13.1.9 its obligations under each Transaction Document to which it is a party
     will rank at least pari passu with all of it's other unsecured and
     unsubordinated Indebtedness;

13.1.10 no Event of Default has occurred and is continuing;

13.1.11 it will use the Loan Amount only for the purposes set out in clause 5.

13.2 Each of the representations and warranties given by the Borrower in terms
     of clause 13.1 shall:

13.2.1 prima facie be deemed to be a representation of fact inducing the Lender
     to enter into the Transaction Documents to which it is a party;

13.2.2 be presumed to be material unless the contrary is proved;

13.2.3 insofar as any of the warranties is promissory or relates to a future
     event, be deemed to have been given as at the due date for fulfilment of
     the promise or for the happening of the event, as the case may be; and

13.2.4 be a separate warranty and in no way be limited or restricted by
     reference to or inference from the terms of any other warranty.
<PAGE>
                                                                        Page 31.


14.  POSITIVE UNDERTAKINGS

     The Borrower hereby agrees and undertakes that, until the Second Facility
     Discharge Date, it shall:

14.1 obtain, comply with the terms of and do all that is necessary to maintain
     in full force and effect all authorisations, approvals, licences and
     consents required in or by the laws and regulations of South Africa to
     enable it lawfully to enter into and perform its obligations under the
     Transaction Documents to which it is a party or to ensure the legality,
     validity, enforceability or admissibility in evidence in South Africa of
     the Transaction Documents to which it is a party;

14.2 notify the Lender of the occurrence of any event forthwith upon becoming
     aware thereof, which results in or may reasonably be expected to result in
     any of the representations and warranties contained in clause 13 being
     untrue;

14.3 deliver to the Lender all documents and other information reasonably
     required by the Lender to enable it to comply with its obligations under
     the Financial Intelligence Centre Act, 2001 within a period of 30 (thirty)
     days after the Advance Date;

14.4 procure that the Collection Account is opened with the Lender within a
     period of 30 (thirty) days after the Advance Date;

14.5 promptly inform the Lender in writing of the occurrence of any Event of
     Default forthwith upon becoming aware thereof and from time to time, if so
     requested by the Lender in writing, confirm to the Lender in writing that,
     save as previously notified to the Lender or as notified in such
     confirmation, no such Event of Default has occurred and/or is continuing;

14.6 do all things to maintain its existence in full force and effect;
<PAGE>
                                                                        Page 32.


14.7 duly comply with all of its obligations under each Transaction Document to
     which it is a party;

14.8 subject to the provisions of clause 15.3, maintain its ownership of, and
     full, good and proper title to, the ARM Shares (except to the extent the
     same are subject to a Permitted Encumbrance);

14.9 take all reasonable steps to ensure that material accuracy and completeness
     of all information supplied to the Lender in connection with this Agreement
     during the Term; and

14.10 keep proper records and permit inspection thereof and ensure that the
     Lender will, on not less than 2 (two) Business Days' prior written notice
     (other than in circumstances where an Event of Default has occurred and is
     continuing, in which event no notice shall be required), be allowed to have
     access to the assets, books and records of the Borrower and to inspect the
     same during normal business hours.

15.  NEGATIVE UNDERTAKINGS

     The Borrower hereby agrees and undertakes that, until the Second Facility
     Discharge Date, it shall not:

15.1 save for Permitted Encumbrances, create or permit to subsist or arise any
     Encumbrance over all or any of its present or future revenues or assets;

15.2 make any loans, grant any credit or give any guarantee or indemnity to or
     for the benefit of any person or otherwise voluntarily assume any
     liability, whether actual or contingent, in respect of any obligation of
     any other person;

15.3 with the exception of a general offer to shareholders or an expropriation
     in terms of section 311 and/or section 440K of the Companies Act or the
     sale or
<PAGE>
                                                                        Page 33.


     realisation of the ARM Shares in accordance with the terms of this
     Agreement and/or any Transaction Document, sell, lease, transfer or
     otherwise dispose of or grant any right of pre-emption or right of first
     refusal in respect of all or any of the ARM Shares, or vest any ARM Share
     in any beneficiary of the Borrower:

15.3.1 prior to the date on which the Trust Deed is executed by the parties
     thereto, lodged with the Master of the High Court and the letters of
     authority in respect thereof have been issued to the trustees of the
     Borrower by the Master of the High Court, without the prior written consent
     of the Lender and subject to such conditions as the Lender may reasonably
     impose for the provision of such consent; and

15.3.2 on or after the date contemplated by clause 15.3.1, other than in the
     manner permitted by the Trust Deed,

     provided that should the ARM Shares be subject to any such a general offer
     to shareholders or any such expropriation, the Borrower shall utilise the
     proceeds of such disposal of the ARM Shares to first pay the Second
     Facility Outstandings and thereafter to pay the First Facility Outstandings
     to the Lender;

15.4 acquire or have any assets other than the donation by the founder of the
     Borrower, the ARM Shares, the ARM Share Proceeds and such other assets as
     may be contemplated by this Agreement and the Trust Deed without the
     Lender's prior written consent which shall not be unreasonably withheld or
     delayed;

15.5 enter into, or agree to enter into, any agreements other than the
     Transaction Documents to which it is a party without the prior written
     consent of the Lender which shall not be unreasonably withheld or delayed;
<PAGE>
                                                                        Page 34.


15.6 conduct any business other than in accordance with the terms of the
     Transaction Documents;

15.7 amend, vary, cancel or terminate, or agree to any amendment, variation,
     cancellation or termination of, any Transaction Document to which it is a
     party nor waive, or agree to any waiver of, any of its rights, privileges
     or benefits under the Transaction Documents to which it is a party without
     the prior written consent of the Lender, which consent shall not be
     unreasonably withheld or delayed;

15.8 amend, vary or alter, or allow any resolution or oral agreement of its
     trustees, founder and/or beneficiaries to be passed for the amendment,
     variation or alteration of the Trust without the prior written consent of
     the Lender, which consent shall not be unreasonably withheld or delayed;

15.9 save as contemplated by the Transaction Documents, appoint or constitute
     any income or capital beneficiaries or grant any further interests in its
     trust assets without the prior written consent of the Lender, which consent
     shall not be unreasonably withheld or delayed;

15.10 save for Permitted Indebtedness, incur any Indebtedness;

15.11 save for Permitted Distributions, make or pay any Distribution.

16.  FINANCIAL INFORMATION

16.1 The Borrower shall:

16.1.1 as soon as the same become available, but in any event within 90 (ninety)
     days after the end of each of its financial years during the Term, deliver
     a copy of its audited annual financial statements to the Lender for such
     financial year; and
<PAGE>
                                                                        Page 35.


16.1.2 on the written request of the Lender, furnish the Lender with such
     information about its financial condition as the Lender may reasonably
     require.

16.2 The Borrower shall ensure that:

16.2.1 each set of financial statements delivered by it pursuant to clause
     16.1.1 is prepared in accordance with GAAP; and

16.2.2 each set of financial statements delivered by it pursuant to clause
     16.1.1 has been audited by the Auditors and signed by 2 (two) trustees of
     the Borrower.

17   ARM SHARES COVENANT

17.1 If, at any time during the Term, the ARM Shares to Outstandings Ratio is
     less than 1,5 (one comma five) times, the Lender shall be entitled to
     require the Borrower, by written notice to the Borrower, in which case the
     Borrower shall be obliged, to pay such amount of the Second Facility
     Outstandings to the Lender within 30 (thirty) days after the date of such
     written notice so as to ensure that the ARM Shares to Outstandings Ratio
     shall be not less than 1,5 (one comma five) times immediately after the
     implementation of the action referred to in this clause 17.1.

17.2 Should the ARM Shares to Outstandings Ratio at any time during the
     aforesaid 30 (thirty) day period be less than 1,35 (one comma three five)
     times, and should the Borrower have failed to restore the ARM Shares to
     Outstandings Ratio to 1,35 (one comma three five) times or higher within 5
     (five) days after receipt of written notice from the Lender to do so, the
     Lender shall be entitled to exercise its rights under clause 19.2.
<PAGE>
                                                                        Page 36.


18.  INCREASED/DECREASED COSTS

18.1 If at any time or times during the period commencing on the Signature Date
     and ending on the Second Facility Discharge Date:

18.1.1 any new law, ruling or regulation as promulgated, given or adopted by the
     government of South Africa;

18.1.2 there are any changes to any present or future law, ruling or regulation
     by the government of South Africa;

18.1.3 there are any changes in the interpretation or administration of any law,
     ruling or regulation by any relevant monetary or fiscal authority having
     jurisdiction over the Lender;

18.1.4 there are any amendments to the Banks Act, 1990;

18.1.5 there is any compliance by the Lender with any directive or request,
     whether or not having the force of law, from any monetary or fiscal
     authority having jurisdiction over the Lender;

18.1.6 there are any changes in commercial practice or legislation which affect
     the reserving or asset requirements of the Lender,

     which is of general application applicable to all banks in South Africa and
     which would or does:

18.1.7 subject the Lender to any taxes, duties or other charges in respect of
     this Agreement or change the basis of taxation of the Lender in respect of
     the payments of capital or interest/fees payable to the Lender in respect
     of the provision by the Lender of funding in respect of this Agreement
<PAGE>
                                                                        Page 37.


     (except for changes in the rate of taxation on the overall net income of
     the Lender); or

18.1.8 impose, or modify or deem applicable any reserve, special deposit or
     similar requirements against assets of, deposits with or for the account
     of, or credit extended by the Lender to the Borrower or reduce the
     requirements in respect of any such reserve, special deposit or similar
     requirement against assets of, deposits with or for the account of, or
     credit extended by the Lender to the Borrower; or

18.1.9 not arise solely as a result of the Lender's gross negligence;

18.1.10 impose on the Lender any other obligation or condition affecting this
     Agreement,

     and the result of any of the above is to increase the costs (the "INCREASED
     COSTS") to the Lender of making or maintaining any advance in terms of this
     Agreement or to reduce any amount or amounts received or receivable by the
     Lender under this Agreement, then the Borrower shall pay to the Lender on
     demand and while such circumstances continue, such amount or amounts which
     will compensate the Lender for such additional cost or reduced receipts.

18.2 If there is any decrease in any costs (the "DECREASED COST") in respect of
     which the Borrower would have been obliged to pay an amount to the Lender
     under clause 18.1 if such cost had constituted an Increased Cost and in
     respect of which the Lender directly benefits, then the Lender acting in
     good faith shall pay to the Borrower, promptly after it becomes aware of
     it, the amount of such Decreased Cost provided that such Decreased Cost is
     directly attributable to this Agreement (and identifiable as such) and the
     Lender is
<PAGE>
                                                                        Page 38.


     satisfied that such Decreased Cost will not have to be reimbursed to any
     other person in any way.

18.3 If required by the Borrower, the auditors of the Lender shall certify
     amounts referred to in clause 18.1. The costs of the certification shall be
     borne by the Lender if the Lender's calculation of the cost of such
     additional cost or reduced receipts exceeds that as certified by such
     auditors and by the Borrower if the result of the Lender's calculation is
     equal to or less than that as certified by such auditors.

19.  EVENTS OF DEFAULT

19.1 Each of the events set out below is an Event of Default (whether or not
     caused by any reason outside the control of the Borrower):

19.1.1 any Obligor fails to pay any sum due by it under any Transaction Document
     to which it is a party at the time stipulated and does not remedy such
     failure within 3 (three) days after receipt of notice calling upon it to do
     so, and in the manner provided for in this Agreement unless such failure is
     due to the banking payment and/or settlement system by which that Obligor
     is obliged to make such payment and such payment is made within 3 (three)
     Business Days of its due date; or

19.1.2 any Obligor commits any breach or omits to observe or cause to be
     observed any of the obligations or undertakings expressed to be assumed by
     it under or in relation to any of the Transaction Documents to which it is
     a party (other than a failure to pay any sum when due) and such breach or
     omission is not remedied (if capable of remedy) within 10 (ten) Business
     Days of receipt by that Obligor of a written notice from the Lender
     requiring remedy thereof; or
<PAGE>
                                                                        Page 39.


19.1.3 any representation or warranty made or deemed to be made or repeated by
     any Obligor in or pursuant to any of the Transaction Documents to which it
     is a party or in any notice, certificate or statement referred to or
     delivered under any Transaction Document, is or proves to be incorrect and
     such incorrect representation, warranty, notice, certificate or statement
     has a Material Adverse Effect; or

19.1.4 any Indebtedness of any Obligor in excess of R10 000 000 (Ten Million
     Rand) is not paid when due or becomes due and payable, unless such claim is
     disputed and such dispute is resolved in favour of that Obligor within a
     period of 14 (fourteen) days after such claim has been made, or any
     creditor of any Obligor becomes entitled to declare any such Indebtedness
     due and payable, prior to the date when it would otherwise have become due
     and payable or any guarantee or indemnity given by any Obligor in respect
     of Indebtedness is not honoured when due and called upon; or

19.1.5 a creditor for an amount in excess of R10 000 000 (Ten Million Rand)
     attaches or takes possession of, or execution or other process is levied or
     enforced against, any material asset of any Obligor; or

19.1.6 the security constituted by any Security Document ceases to confer the
     security it created when originally granted or is not validly created as
     contemplated in the relevant Security Document or any of the Security
     Documents (or any material provision thereof) ceases to be legal, valid,
     binding and enforceable; or

19.1.7 an Insolvency Event occurs in relation to any Obligor; or

19.1.8 any steps are taken to enforce any Encumbrance securing a debt exceeding
     an amount of R10 000 000 (Ten Million Rand) over all or
<PAGE>
                                                                        Page 40.


     any part of the assets and/or undertaking of any Obligor and such steps are
     not successfully defended or stopped by such Obligor within a period of 30
     (thirty) days after the commencement of such steps; or

19.1.9 any Obligor suspends or ceases or threatens to suspend or cease to carry
     on its business; or

19.1.10 all or a material part of the undertakings, assets, rights or revenues
     of, or shares or other ownership interests in, any Obligor are seized,
     nationalised, expropriated or compulsorily acquired by or under the
     authority of any government; or

19.1.11 it becomes unlawful at any time for any Obligor to perform all or any of
     its material obligations under any Transaction Document and the Parties are
     unable to agree on alternative arrangements within 10 (ten) Business Days
     of the Lender notifying the Borrower of such illegality; or

19.1.12 any Obligor repudiates any Transaction Document to which it is a party
     or does or causes or permits to be done any actual thing evidencing an
     intention to repudiate any Transaction Document to which it is a party; or

19.1.13 any judgement for an amount exceeding Rl0 000 000 (Ten Million Rand) is
     taken against any Obligor, and that Obligor fails within 15 (fifteen)
     Business Days of it becoming aware thereof either to satisfy same or to
     take steps and thereafter actively to pursue such steps to successfully
     appeal or set aside such judgement; or

19.1.14 any event or series of events occurs or circumstance arises which has or
     may in the future be likely to have a Material Adverse Effect; or
<PAGE>
                                                                        Page 41.


19.1.15 the ARM Shares to Outstandings Ratio is at any time less than 1,35 (one
     comma three five) times and is not increased to at least 1,35 (one comma
     three five) times as contemplated by clause 17.2.

19.2 Upon, or at any time after, the occurrence of an Event of Default, the
     Lender may, without prejudice to any other rights it may have in terms of
     this Agreement or at law, by written notice to the Borrower:

19.2.1 declare all or any part of the Second Facility Outstandings to be
     immediately due and payable whereupon the Second Facility Outstandings
     shall become immediately due and payable; and/or

19.2.2 enforce any or all of its rights under the Security Documents if the
     Second Facility Outstandings or any part thereof have not been paid
     timeously in accordance with clause 19.2.1.

20.  BREAKAGE COSTS / GAINS

20.1 If, for any reason any portion of the Second Facility Outstandings is
     repaid or becomes due and payable on any date other than on the last day of
     an Interest Period, there shall be:

20.1.1 payable by the Borrower to the Lender, on the occurrence of such event,
     in addition to any other amounts payable in terms of this Agreement, the
     amount (if any) by which:

20.1.1.1 the present value of such amount, calculated by discounting such amount
     from the last day of the Interest Period during which such amount is repaid
     or becomes due and payable as the case may be to the date of calculation
     (excluding the last day and including the first day) (the "CALCULATION
     PERIOD") at 0.1% (zero point one percent) below the Lender's Swap Curve bid
     rate which appears
<PAGE>
                                                                        Page 42.


     on the Reuters screen NDIRS page at llh00 Johannesburg time on the date of
     calculation interpolated for a corresponding payment for a period which
     corresponds to the Calculation Period, expressed as a nacm yield rate,

     exceeds:

20.1.1.2 the present value of such amount, calculated by discounting such amount
     for the Calculation Period at the aggregate of the then-applicable JEBAR
     Rate (converted to a nacm rate) and the costs referred to in clause 18; or

20.1.2 deducted from the amount owing to the Lender by the Borrower (or, if no
     such amount is owing, payable by the Lender to the Borrower), the amount
     (if any) by which the amount calculated in terms of clause 20.1.1.2 exceeds
     that calculated in terms of clause 20.1.1.1,

     such amount, in either case, to be calculated and certified by a manager of
     the Lender, which certificate shall serve as prima facie proof of its
     contents.

21   RENUNCIATION OF BENEFITS

     The Borrower renounces all benefits of the exceptions of "no value
     received", "non numeratae pecuniae ", "non causa debiti", and "errore
     calculi", the meaning and effect of which it declares it understands.

22.  CERTIFICATE OF INDEBTEDNESS

     A certificate signed by any director or manager of the Lender (whose
     appointment need not be proved) as to the existence of and the amount of
     Indebtedness by the Borrower to the Lender, that such amount is due and
     payable, the amount of interest accrued thereon and as to any other fact,
     matter or thing relating to the Borrower's Indebtedness to the Lender in
     terms of this Agreement, shall be sufficient proof of the contents and
     correctness thereof for the purposes of provisional sentence,
<PAGE>
                                                                        Page 43.


     summary judgement or any other proceedings, shall be valid as a liquid
     document for such purpose and shall in addition, be prima facie proof for
     purposes of pleading or trial in any action instituted by the Lender
     arising herefrom.

23.  DEFAULT INTEREST

     Interest calculated at the Arrear Interest Rate shall accrue on the
     outstanding balance of all amounts due and payable but unpaid by the
     Borrower from time to time in terms of this Agreement. Such interest shall
     be calculated on a daily basis from the due date of each such overdue
     amount to date of actual payment thereof (both before and after judgement
     (if any)) and shall be compounded monthly in arrears and shall be paid by
     the Borrower on demand.

24.  CESSION AND ASSIGNMENT

24.1 The Lender shall be entitled to cede, assign or delegate all, or any part
     of, its rights and/or obligations, as the case may be, under this Agreement
     or under any Security Document to:

24.1.1 the Reference Banks and/or any of their affiliates without the consent of
     the Borrower; and/or

24.1.2 any other person with the prior written consent of the Borrower, which
     consent shall not be unreasonably withheld or delayed,

     subject to a maximum aggregate number of 10 (ten) assignees.

24.2 To the extent that any such cession, assignment or delegation results in a
     splitting of claims against the Borrower, the Borrower hereby consents to
     such splitting of claims.
<PAGE>
                                                                        Page 44.


24.3 In the event of any such cession, assignment or delegation, the Lender (the
     "EXISTING LENDER") shall procure that an inter-creditor agent is appointed
     to represent itself and such person(s) (the "NEW LENDER") on such terms and
     conditions as may be agreed between the Existing Lender, the New Lender and
     such appointed inter-creditor agent and subject to the prior written
     approval of such terms by the Borrower, which shall not be entitled to
     withhold such approval unnecessarily. The Borrower shall bear any fees or
     expenses charged by such inter-creditor agent up to a maximum amount of
     R150 000 (One Hundred and Fifty Thousand Rand) (Indexed) per annum.

25.  NOTICES AND DOMICILIA

25.1 NOTICES

25.1.1 Each Party chooses the address set out opposite its name below as its
     address to which any written notice in connection with this Agreement may
     be addressed.

25.1.1.1 LENDER:     4th Floor, F Block
                     135 Rivonia Road
                     Sandown
                     SANDTON

                     Telefax No. : (011)294 8421
                     Attention: Head of Specialised Finance

25.1.1.2 BORROWER:   c/o African Rainbow Minerals Limited
                     ARM House
                     29 Impala Road
                     Chislehurston
                     SANDTON

                     Telefax No. : (011)883 5609
                     Attention: The Company Secretary
<PAGE>
                                                                        Page 45.


25.1.2 Any notice or communication required or permitted to be given in terms of
     this Agreement shall be valid and effective only if in writing but it shall
     be competent to give notice by telefax transmitted to its telefax number
     set out opposite its name above.

25.1.3 Either Party may by written notice to the other Party change its chosen
     address and/or telefax number for the purposes of clause 25.1.1 to any
     other address(es) and/or telefax number, provided that the change shall
     become effective on the 14th (fourteenth) day after the receipt of the
     notice by the addressee.

25.1.4 Any notice given in terms of this Agreement shall:

25.1.4.1 if delivered by hand be deemed to have been received by the addressee
     on the date of delivery;

25.1.4.2 if transmitted by facsimile be deemed to have been received by the
     addressee on the 1st (first) Business Day after the date of transmission,

     unless the contrary is proved.

25.1.5 Notwithstanding anything to the contrary herein contained, a written
     notice or communication actually received by a Party shall be an adequate
     written notice or communication to it, notwithstanding that it was not sent
     to or delivered at its chosen address and/or telefax number.

25.2 DOMICILIA

25.2.1 Each of the Parties chooses its physical address referred to in clause
     25.1 as its domicilium citandi et executandi at which documents in legal
     proceedings in connection with this Agreement may be served.
<PAGE>
                                                                        Page 46.


25.2.2 Either Party may by written notice to the other Party change its
     domicilium from time to time to another address, not being a post office
     box or a poste restante, in South Africa; provided that any such change
     shall only be effective on the 14th (fourteenth) day after deemed receipt
     of the notice by the other Party pursuant to clause 25.1.4.

26.  GOVERNING LAW

     The entire provisions of this Agreement shall be governed by and construed
     in accordance with the laws of South Africa.

27.  JURISDICTION

     The Parties hereby irrevocably and unconditionally consent to the
     non-exclusive jurisdiction of the Witwatersrand Local Division of the High
     Court of South Africa (or any successor to that division) in regard to all
     matters arising from this Agreement.

28.  SEVERABILITY

     Each provision in this Agreement is severable from all others,
     notwithstanding the manner in which they may be linked together or grouped
     grammatically, and if in terms of any judgment 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 this
     Agreement 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.
<PAGE>
                                                                        Page 47.


29.  GENERAL

29.1 This document constitutes the sole record of the agreement between the
     Parties in regard to the subject matter thereof.

29.2 No Party shall be bound by any express or implied term, representation,
     warranty, promise or the like, not recorded herein.

29.3 No addition to, variation or consensual cancellation of this Agreement and
     no extension of time, waiver or relaxation or suspension of any of the
     provisions or terms of this Agreement shall be of any force or effect
     unless in writing and signed by or on behalf of all the Parties.

29.4 No latitude, extension of time or other indulgence which may be given or
     allowed by any Party to any other Party in respect of the performance of
     any obligation hereunder or enforcement of any right arising from this
     Agreement and no single or partial exercise of any right by any Party shall
     under any circumstances be construed to be an implied consent by such Party
     or operate as a waiver or a novation of, or otherwise affect any of that
     Party's rights in terms of or arising from this Agreement or estop such
     Party from enforcing, at any time and without notice, strict and punctual
     compliance with each and every provision or term hereof.

29.5 The Parties undertake at all times to do all such things, to perform all
     such acts and to take all such steps and to procure the doing of all such
     things, the performance of all such actions and the taking of all such
     steps as may be open to them and necessary for or incidental to the putting
     into effect or maintenance of the terms, conditions and import of this
     Agreement.

29.6 Save as is specifically provided in this Agreement, no Party shall be
     entitled to cede, assign or delegate any of its rights or obligations under
     this Agreement without the prior written consent of the other Parties
     affected by
<PAGE>
                                                                        Page 48.


     such transfer of rights or obligations, which consent may not unreasonably
     be withheld or delayed.

30.  COSTS

30.1 The Borrower and Harmony shall, in equal shares, bear the costs of and
     incidental to the negotiation, preparation and execution of the Transaction
     Documents and (save to the extent expressly indicated to the contrary in
     any Transaction Document) the implementation of the transactions
     contemplated therein, in accordance with the terms of the First Loan
     Agreement.

30.2 All legal costs incurred by either Party in consequence of any default of
     the provisions of this Agreement by the other Party shall be payable on
     demand by the defaulting Party on the scale as between attorney and own
     client and shall include collection charges, the costs incurred by the
     non-defaulting Party in endeavouring to enforce such rights prior to the
     institution of legal proceedings and the costs incurred in connection with
     the satisfaction or enforcement of any judgment awarded in favour of the
     non-defaulting Party in relation to its rights in terms of or arising out
     of this Agreement.

SIGNED at SANDTON on this the 15th day of APRIL 2005.

                                      For and on behalf of
                                      NEDBANK LIMITED (ACTING THROUGH
                                      ITS NEDBANK CAPITAL DIVISION)


                                      /s/ Kevin Ryder
                                      ------------------------------------------
                                      Name: Kevin Ryder
                                      Capacity: Authorised Signatory
                                      Who warrants his authority hereto


                                      /s/ Mark Saunders Tyler
                                      ------------------------------------------
                                      Name: Mark Saunders Tyler
                                      Capacity: Authorised Signatory
                                      Who warrants his authority hereto
<PAGE>
                                                                        Page 49.


SIGNED at SANDTON on this the 15th day of APRIL 2005.

                                        For and on behalf of
                                        NEDBANK LIMITED (ACTING THROUGH
                                        ITS NEDBANK CAPITAL DIVISION) (AS
                                        TRUSTEE OF THE BORROWER)


                                        /s/ Bardley Maxwell
                                        ----------------------------------------
                                        Name: Barley Maxwell for Anton Taljaard
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto


                                        /s/ Clive Stewart
                                        ----------------------------------------
                                        Name: Clive Stewart
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto


SIGNED at SANDTON on this the 15th day of APRIL 2005.

                                        For and on behalf of
                                        HARMONY GOLD MINING COMPANY
                                        LIMITED (AS TRUSTEE OF THE BORROWER)


                                        /s/ Nomfundo Qangule
                                        ----------------------------------------
                                        Name: Nomfundo Qangule
                                        Capacity: Director
                                        Who warrants her authority hereto


SIGNED at SANDTON on this the 15th day of APRIL 2005.


                                        /s/ FRANK ABBOTT
                                        ----------------------------------------
                                        FRANK ABBOTT (AS TRUSTEE OF THE
                                        BORROWER)
<PAGE>
                                                                        Page 50.


SIGNED at SANDTON on this the 14th day of April 2005.

                                        For and on behalf of
                                        DENEYS REITZ TRUSTEES
                                        (PROPRIETARY) LIMITED (AS TRUSTEE OF
                                        THE BORROWER)


                                        /s/ Lionel Charles Shawe
                                        ----------------------------------------
                                        Name: Lionel Charles Shawe
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto