SENIOR FACILITY AGREEMENT Amongst NEDBANK LIMITED (acting through its NEDBANK
CAPITAL division) and HARMONY GOLD MINING COMPANY LIMITED and THE GUARANTORS
LISTED IN SCHEDULE 2 DENEYS | REITZ ATTORNEYS




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Table of Contents
                 1.      PARTIES                                                                                           1
                 2.    DEFINITIONS AND INTERPRETATION                                                                      1
                 3.     INTRODUCTION                                                                                      24
                 4.      CONDITIONS TO ADVANCE                                                                            25
                 5.      FACILITY                                                                                         26
                 6.     PURPOSE                                                                                           26
                 7.     UTILISATION                                                                                       26
                 8.      INTEREST                                                                                         29
                 9.     REPAYMENT                                                                                         29
                 10.   PREPAYMENT                                                                                         30
                 11.    PAYMENTS                                                                                          32
                 12.   BREAKAGE COSTS AND BREAKAGE GAINS                                                                  34
                 13.    ILLEGALITY                                                                                        34
                 14.    GUARANTEE AND INDEMNITY                                                                           35
                 15. WARRANTIES AND REPRESENTATIONS
                                                                                                                          38
                 16.    FINANCIAL INFORMATION                                                                             49
                 17.    POSITIVE UNDERTAKINGS                                                                             55
                 18.    NEGATIVE UNDERTAKINGS                                                                             58
                 19. FINANCIAL

                 COVENANT
                 19. FINANCIAL COVENANT
                                                                                                                          60
                 20. EVENTS OF DEFAULT 64 21. TAXES 71 22. TAX RECEIPTS 73 23.
                 INCREASED COSTS 73 24. CERTIFICATE OF INDEBTEDNESS 75 25.
                 SET-OFF 75 26. CHANGE OF PARTY 75 27. INTEREST ON ARREAR
                 AMOUNTS AND INDEMNITY 80 28. FACILITY AGENT 81 29.
                 CONFIDENTIALITY 85 30. FEES AND EXPENSES 88 31. NOTICES AND 90
                 DOMICILIA
                 32. GOVERNING LAW 92 33. JURISDICTION 93 34. SEVERABILITY 93
                 35. GENERAL 93 36. COUNTERPARTS 94 SCHEDULE 1 : CONDITIONS 103
                 SCHEDULE 2 : THE GUARANTORS 107 SCHEDULE 3 : DISCLOSED
                 ENCUMBRANCES 108 SCHEDULE 4 : DISCLOSED INDEBTEDNESS 109
                 SCHEDULE 5 : DISCLOSED LOANS 111 SCHEDULE 6 : DISCLOSED
                 POTENTIAL ENVIRONMENTAL CLAIM 112 SCHEDULE 7 : TRANSACTION
                 SECURITY 113 SCHEDULE 8 : FORM OF COMPLIANCE CERTIFICATE 114
                 SCHEDULE 9 : FORM OF LENDER'S ACCESSION UNDERTAKING 116




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SCHEDULE 10 : AGREED FORM OF CESSION AND DELEGATION
AGREEMENT ......................................................                        118
SCHEDULE 11 : FORM OF CONFIDENTIALITY UNDERTAKING    131
SCHEDULE 12: PRO FORMA MANAGEMENT ACCOUNT ....................................          139
SCHEDULE 13: LAST TAX RETURN YEAR                             141




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TERM 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                HARMONY GOLD MINING COMPANY LIMITED; and
1.1.3               THE GUARANTORS AS LISTED IN SCHEDULE 2.
1.2           The Parties agree as set out below.
2. DEFINITIONS AND INTERPRETATION
             2.1 The headings to the clauses and schedules of this Agreement are
inserted for reference purposes only and shall in no way govern or affect the
interpretation hereof nor modify nor amplify the terms of this Agreement nor any
clause or schedule hereof.
             2.2 Unless inconsistent with the context, the expressions set forth
below shall bear the following meanings and cognate expressions shall bear
corresponding meanings:
2.2.1               "Accession Undertaking" means in relation to a New Lender an undertaking substantially in the
form set out in Schedule 9 (Form of Accession Undertakings);
2.2.2               "Advance" means, save as otherwise provided hereto, the advance made or to be made by the
Lenders hereunder in the amount of R2 000 000 000 (two billion Rand);




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Page 2
2.2.3               "Advance Condition Documents" means the documents listed in Part 1 of Schedule 1 (Advance
Condition Documents);
                    2.2.4 "Advance Conditions" means the conditions to the
making of the Advance listed in Part 2 of Schedule 1 (Advance Conditions);
                    2.2.5 "Advance Date" means the day upon which the Lenders
make the Advance hereunder, being 28 September 2007 or such later date as may be
agreed between the Parties in writing;
                    2.2.6  "Agreement" means this Senior Facility Agreement read together with the Schedules
hereto;
                    2.2.7  "Applicable Margin" means 2.75% (two comma seven five percent) nacm;
                    2.2.8  "ARMgold means African Rainbow Minerals Gold Limited (Registration No.
1997/035869/06), a public company duly incorporated in accordance
with the company laws of South Africa;
2.2.9 "Auditors" means the Borrower's auditors from time to time provided that
the Borrower's auditors shall only, save with the prior written consent of the
Lenders, be any one or more of Deloitte & Touche, KPMG Inc., Ernst & Young or
PricewaterhouseCoopers Inc.;
2.2.10 "Authorised Signatory" means a person or persons duly authorised to bind
the Borrower in terms of this Agreement and in respect of whom the Borrower
shall have delivered to the Lenders certified specimens of such person's or
persons' signature(s) together with evidence satisfactory to the Lenders that
such person is duly authorised to bind the Borrower;
2.2.11 "Authorisation" means an authorisation, consent, approval, resolution,
licence, exemption, filing, notarisation or registration, as the case may be;




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Page 3
2.2.12              "Available Facility" means at any time and save as otherwise provided herein, R2 000 000 000
(two billion Rand);
                    2.2.13 "Bank Costs" means the cost, expressed as a
percentage (rounded to the second decimal place) and on a nacm rate basis, to
the Lenders in providing, maintaining or funding the Advance under the Facility,
pursuant to any Law in force within the Republic of South Africa, which cost
shall be determined by the Original Lender at the commencement of each Interest
Period and notified to the Borrower in writing and which costs shall not exceed
the costs that the Original Lender would incur if it remains the sole Lender;
                    2.2.14 "Borrower"    means   Harmony   Gold    Mining   Company   Limited (Registration No.
1950/038232/06), a public company duly incorporated
in accordance with the company laws of South Africa;
2.2.15              "Breakage Costs" means the amount (if any) by which;
2.2.15.1 the interest (excluding the Applicable Margin) which a Lender should
have received for the period from the date of receipt of all or any part of its
participation in the Advance or Unpaid Sum to the last day of the current
Interest Period in respect of the Advance or Unpaid Sum, had the amount then due
or Unpaid Sum received been paid on the last day of that Interest Period;
exceeds;
2.2.15.2 the amount which that Lender would be able to obtain by placing an
amount equal to the amount then due or Unpaid Sum received by it on deposit with
a leading bank in the Johannesburg interbank market for a period starting on the
Business Day following receipt or recovery and ending on the last day of the
current Interest Period;




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Page 4
2.2.16               "Breakage Gains" means the amount (if any) by which:
                           2.2.16.1 the amount which that Lender would be able to obtain by placing an amount
equal to the amount then due or Unpaid Sum received by it
on deposit with a leading bank in the Johannesburg interbank market
for a period starting on the Business Day following receipt or recovery and ending on the last day of the current
Interest Period;
exceeds;
                           2.2.16.2 the interest which  a Lender should have received for the period from the date
of receipt of all or any part of its participation in the Advance or Unpaid Sum
to the last day of the current Interest Period in respect of the Advance or
Unpaid Sum, had the amount then due or Unpaid Sum received been paid on the last
day of that Interest Period;
2.2.17 "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) on which banks are open for business in South Africa;
2.2.18              "Cash Consideration" shall have the meaning given to it in clause 10.3.2
(Mandatory Prepayment: Disposal of South African Assets);
2.2.19 "Cession and Delegation Agreement" means the written agreement so titled
entered into between a Lender and a New Lender substantially in the form set out
in Schedule 10 (Agreed Form of Cession and Delegation Agreement), or any other
form agreed to between the Borrower and the Facility Agent;
2.2.20               "Companies Act" means the Companies Act, 1973;




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Page 5
2.2.21               "Compliance Certificate" means a certificate substantially in the form of the letter set out
in Schedule 8 (Form of Compliance Certificate);
                     2.2.22"Confidentiality Undertaking" means a confidentiality undertaking in the form set out
in Schedule 11 (Form of Confidentiality Undertaking) or
any other form agreed between the Borrower and the Facility Agent;
                     2.2.23"Constitutional Documents" means, in respect of any person at any time, the then
current and up-to-date constitutional documents of such person at such time
(including, without limitation, such person's memorandum and articles of
association, certificate of incorporation and articles of incorporation);
2.2.24 "Control" means in relation to a company the shares of which are not
listed on a stock exchange any one of the following, namely if anothercompany or
legal entity or person (whether alone or pursuant to an agreement wife others):
                          2.2.24.1 holds or controls more than 50% (fifty
percent) of the voting rights (taking
into account when such voting rights can be exercised) in
that company; or
                          2.2.24.2  has the right to appoint or remove the majority of that company's board of
directors; or
                          2.2.24.3  has the power to ensure the majority of that company's board of directors will
act in accordance with its wishes;
or if the shares of the company are listed on a stock exchange, "Control" means:
                          2.2.24.4  the holding of shares or the aggregate of holdings of shares or other
securities in a company entitling the holder thereof to exercise, or




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Page 6
                                              cause to be exercised 35% (thirty-five percent) or more of the voting
rights at shareholder meetings of the company irrespective of whether such
holding or holdings confers de facto control, provided that should there be
other shareholders holding more than 35% (thirty-five percent), 35% (thirty-five
percent) shall be read to refer to "the largest percentage shareholding held at
the time": or
2.2.24.5 the holding or control by a shareholder or member alone or pursuant to
an agreement with other shareholders or members of more than 35% (thirty-five
percent) of the voting rights in the company irrespective of whether such
holding or holdings confers de facto control, provided that should there be
other shareholders holding more than 35% (thirty-five percent), 35% (thirty-five
percent) shall be read to refer to "the largest percentage shareholding held at
the time";
                    2.2.25 "Default means an Event of Default or any event or
circumstances which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Finance Documents or any
combination of the foregoing) be an Event of Default;
                           2.2.26   "Default Interest Rate" means the greater of the Prime Rate plus 2% (two
percent), the Repo Rate plus 2% (two percent), or the Interest Rate
plus 2% (two percent);
                           2.2.27   "Deposit Account" means the bank account specified in clause 7.1 (Utilisation);
2.2.28              "Discharge Date"' means the date on which:
2.2.28.1 all the Liabilities (other than contingent liabilities in respect of
continuing indemnities under the Finance Documents under which no claim has been
made and which remain undischarged and




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Page 7
payments which may be set aside in terms of clause 2.2.613) have
been fully paid and discharged; and
2.2.28.2 the Lenders have no commitment, obligation or liability (whether actual
or contingent) to lend money or provide other financial accommodation to any
Obligor under any Finance Document;
                    2.2.29 "Disposal" means a sale, lease, licence, transfer,
loan or other disposal by a person of any asset, undertaking or business
(whether by a voluntary or involuntary single transaction or series of
transactions);
                    2.2.30 "Distribution" means any payment by way of interest,
principal, dividend, fee, royalty or other distribution or payment by or on
behalf of the Borrower to or for the account of any Shareholder or any person
that directly or indirectly controls or is controlled by any Shareholder;
                    2.2.31 "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;
                    2.2.32 "Event of Default" means any one or more of the
events or circumstances described as an event of default as set out in clause 20
(Events of Default);
                    2.233  "Environmental Claim" means any claim or proceedings by any person pursuant to an
Environmental Law;
2.2.34 "Environmental Law" means any law applicable to the business conducted by
the Group at the relevant time in any jurisdiction in which the Group conducts
business which relates to the pollution, degradation or protection of the
environment or harm to or the protection of human health, animals or plants and
including, without limitation, the National Environmental Management Act, 1998
and the National Water Act, 1998;




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Page 8
2.2.35 "Environmental Permits" means any permit, licence, consent, approval and
other authorisation and the filing of any notification, report or assessment
required under any Environmental Law for the operation of the business of the
Group on or from the properties owned or used by the Group;
                     2.2.36"Facility" means the term loan facility granted by the Lenders to the Borrower in
terms of this Agreement;
2.2.37               "Facility Agent" means Nedbank;
2.2.38 "Facility Outstandings" means, at any time and in respect of any Lender,
the aggregate amount at that time of all amounts of principal and accrued and
unpaid interest due and payable to that Lender at that time under the Finance
Documents;
                    2.2.39 "Fee Letter" means the letter dated on or about the
Signature Date between the Borrower and Nedbank, setting out the fees payable to
Nedbank under clause 30.1 (Arranging and Underwriting Fees);
                    2.2.40 "Final Repayment Date" means 29 December 2008 and if
that date is not a Business Day, the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not), or the date
upon which the Loan becomes repayable by the Borrower pursuant to the provisions
of this Agreement;
2.2.41              "Finance Documents" means:
2.2.41.1                  this Agreement;
2.2.41.2                  the Intercreditor Agreement;
2.2.41.3                  the Security Documents;




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Page 9
2.2.41.4                   any Accession Undertaking;
2.2.41.5                   any Cession and Delegation Agreement;
                           2.2.41.6 and any other agreement or document that may be designated as a "Finance
Document" by written agreement between the Lender and
the Borrower; and
                           2.2.41.7 any amendment agreement to any Finance Documents listed in 2.2.41.1 to
2.2.41.6;
2.2.42              "Finance Parties" means;
2.2.42.1                   the Lenders; and
2.2.42.2                     the Facility Agent;
and "Finance Party" means, as the context requires, any one of them;
2.2.43               "Financial Close" means the earlier of:
                           2.2.43.1 the date of the notice by Ac Facility Agent referred to m clause 4.1
(Conditions to Advance); and
2.2.43.2                   the date on which the Advance is made;
2.2.44              "Financial Covenant" means the financial covenant referred to in clause 19 (Financial
Covenant);
                    2.2.45 "Financial Year" means, at any time, the annual
accounting period of the Group ending on 30 June in each calendar year;
                    2.2.46  "Group" means the Borrower and each Group Company from time to time;




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Page 10
2.2.47              "Group Company" means:
2.2.47.1                   any subsidiary of the Borrower; and
                           2.2.47.2 any partnership, unincorporated joint venture or trust in which the Borrower
has a, direct or indirect, partnership or beneficial Interest
of 50% (fifty percent) or more; and
                           2.2.47.3 any company, partnership, unincorporated joint venture or trust which is
Controlled by the Borrower,
and Group Companies" means, as the context requires, all of them;
                    2.2.48 "Guarantee" means the joint and several guarantee
provided by each of the Guarantors in terms of clause 14 (Guarantee and
Indemnity) in favour of the Finance Parties for the obligations of the Borrower
hereunder;
                    2.2.49 "Guarantors" means the companies listed in Schedule 2
(The Guarantors), and "Guarantor" means, as the context requires, any one of
them;
2.2.50 "Hidden Valley Project" means the project which involves the construction
of a gold and silver mine, which project comprises 4 (four) exploration licences
of 966km(2) (nine hundred and sixty-six square kilometres) is the Wau District
of Morobe Province, Papua New Guinea, and is located 210km (two hundred and ten
kilometres) north-northwest of Pott Moresby and 90km (ninety kilometres)
south-southwest of Lae;
2.2.51 "IFRS" means international accounting standards within the meaning of IAS
Regulation 1606/2002 to the extent applicable to the relevant financial
statement;




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Page 11
2.2.52 "Indebtedness" shall be widely 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;
                    2.2.53 "Intellectual Property Rights" means any patents,
trade marks, service marks, designs, trading or business names, copyrights,
design rights, moral rights, inventions, confidential information, know-how,
domain names, topographical or similar rights, database or other intellectual
property rights and interests and the benefit of all applications and rights to
USE (including by way of licence) such assets of each Obligor, in each case
whether registered or unregistered;
                    2.2.54 "Intercreditors Agreement" means the written
agreement titled "Intercreditor Agreement" to be entered into between the
Facility Agent. the Original Lender and a party who becomes a Lender in
accordance with clause 26 (Change of Party) on or before any Cession and
Delegation Agreement becomes effective;
2.2.55              "Interest Payment Date" means the last day of each Interest Period;
                    2.2.56 "Interest Period" means each period of 3 (three)
months (or part thereof) during the Term commencing on the Advance Date and if:
                          2.2.56.1  an Interest Period would otherwise end on a day which is not a Business Day,
that Interest Period shall instead end on the next Business Day in that calendar
month (if there is one) or the preceding Business Day (if there is not); or
                          2.2.56.2 an Interest Period would otherwise overrun
the Final Repayment Date, it shall
be shortened so that it ends on that date;
                    2.2.57 "Interest Rate" means a fixed interest rate for each
interest Period equal to the JIBAR plus the Applicable Margin plus Banking
Costs;




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Page 12
2.2.58              "J1BAR" means the rate per annum determined by the Facility Agent to be equal to either:
                           2.2.58.1 the quarter-year (91-day) Johannesburg Inter-Bank Agreed Rate as quoted by the
South African futures Exchange and published on the Quotation Date to fund an
amount equal to the Advance for the Interest Period at or about 11h00 and which
appears on the Reuters screen SAFEY page; or
                           2.2.58.2 if no such rate appears on such display or if no such display is then
available for such Interest Period, the arithmetic mean (rounded upwards, if not
already such a multiple, to the nearest whole multiple of 1/16th of 1% (one
percent) 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 or
about 11h00 on the Quotation Date for such Interest Period:
converted to a naem rate;
2.2.59              "Legal Adviser" means Deneys Reitz Inc. of 82 Maude Street, Sandton;
2.2.60              "Lenders" means:
2.2.60.1            the Original Lender
2.2.60.2 any person who has become a Party as a Lender in accordance with the
terms of clause 26 (Change of Party); which in each case has not ceased to be a
Party in accordance with the terms of this Agreement and "Lender" means, as the
context requires, any one of them;




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Page 13
2.2.61 "Liabilities" means all present and future liabilities and obligations at
any time of an Obligor to the Finance Parties under the Finance Documents, both
actual and contingent and whether incurred solely or jointly or in any other
capacity together with any of the following matters relating to or arising in
respect of those liabilities or obligations:
2.2.61.1                   any refinancing, novation, deferral or extension;
2.2.61.2                   any claim for damages or restitution; and
2.2.61.3 any claim as a result of any recovery by that Obligor of a payment or
discharge on the grounds of preference, and any amounts which would be included
in any of the above but for any discharge, non-provability or unenforceability
of those amounts in any insolvency or other proceedings;
                    2.2.62 "Loan" means the aggregate principal amount for the
time being outstanding hereunder;
                    2.2.63 "Material Adverse Change" means a change in the
circumstances existing as at the Signature Date which in the reasonable opinion
of the Facility Agent has or will have a material adverse effect on:
2.2.63.1                   the business, assets, operations, property or condition (consolidated financial or
otherwise) of any of the Obligors or the Group taken as a whole;
2.2.63.2                  the ability of any Obligor to perform its obligations under any Finance Document to
which it is a party; or
2.2.63.3                  the validity, legality or enforceability of the material terms of any Finance Document
or the rights or remedies of the Lenders thereunder;




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Page 14
2.2.64 "Nedbank" means Nedbank Limited (acting through its Nedbank Capital
division) (Registration No 1951/000009/06), a public company and registered bank
duly incorporated in accordance with the company and banking laws of South
Africa;
                     2.2.65         "New Lender"  has the meaning given thereto in clause 26.2 (Assignment and
Transfers by the Lenders);
2.2.66               "Obligors" means collectively, the Borrower and the Guarantors and "Obligor" shall be a
reference to any one of them, as required by the context;
                    2.2.67 "Original Financial Statements" means the draft
consolidated interim financial statements of the Group for its financial year
ended 30 June 2007, as provided by the Borrower to the Facility Agent on or
before the Signature Date;
2.2.68              "Original Lender" means Nedbank;
                    2.2.69 "Parties" means the Borrower, line Original Lender,
the Facility Agent, the Guarantors and any person acceding into this Agreement
as a Lender, and "Party" means, as the context requires, any one of them;
2.2.70              "Permitted Disposal" means:
2.2.70.1                   any Disposal made by any Group Company on arm's length terms if that Disposal is not
otherwise restricted by a term of any Finance Document;
2.2.70.2                  any Encumbrance that constitutes a Permitted Encumbrance;
                          2.2.70.3  any other Disposal approved in advance in writing by the Facility Agent;




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Page 15
2.2.71               "Permitted Encumbrances" means:
2.2.71.1                   Encumbrances  created  over  any  asset  or  property  to  secure Indebtedness
incurred for the purpose of financing the purchase, development, improvement or construction thereof;
2.2.71.2 Encumbrances created by operation of law and in the ordinary course of
trading provided that the same are discharged within 90 (ninety) days of their
creation or, in the reasonable opinion of the Facility Agent, are being
contested in good faith;
22.71.3 any Encumbrance which is existing prior to the Signature Date and which
has been disclosed (i) in Schedule 3 (Disclosed Encumbrances) hereto, or (ii) in
the Original Financial Statements and in all circumstances securing only
Indebtedness outstanding at the Signature Date if the principal amount or
original Facility thereby secured is not increased after the Signature Date;
                          2.2.71.4  any netting or set-off arrangement entered into by the Borrower in the normal
course of its banking arrangements for the purpose of netting debit and credit
balances, and only such arrangements that are in existence at the Signature
Date;
                          2.2.71.5  any landlord hypothecs in respect of property leased by any Obligor which in
the aggregate secure an amount of less than R1 000 000
(one million Rand); and
                          2.2.71.6  any Encumbrance created in respect of Indebtedness incurred to prepay the
Facility is full in accordance with the provisions of
clause 10 (Prepayment) below;
2.2.71.7                  any Encumbrance as contemplated in the Finance Documents;




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Page 16
2.2.71.8
any other Encumbrance created with the prior written approval of the Facility Agent;
2.2.72               "Permitted Indebtedness" means:
2.2.72.1                   any Indebtedness incurred for the purpose of
                           acquiring new plant, machinery and equipment up to
                           the market value thereof, and which will not once
                           incurred cause the Financial Covenant to be breached;
                           and
                           2.2.72.2 any Indebtedness incurred by any of the Obligors which does not exceed R50 000
000 (fifty million Rand) in aggregate per annum;
                           2.2.72.3 any Indebtedness which is existing prior to the Signature Date and which has
been (i) disclosed in Schedule 4 (Disclosed Indebtedness) hereto, or (it) in the Original Financial Statements;
                           2.2.72.4 any Indebtedness incurred to prepay the Facility in accordance with the
provisions of clause 10 (Prepayment) below;
2.2.72.5                   any Indebtedness incurred hereunder; and
                           2.2.72.6 any other Indebtedness made with the prior written approval of the Facility
Agent;
2.2.73              "Permitted Loans" means:
2.2.73.1                  loans contemplated and permitted by the Finance Documents;
                          2.2.73.2  trade credit granted in the ordinary course of an Obligor's day-to-day
business upon terms usual for such trade;
2.2.73.3                  loans made by an Obligor to another Obligor (but only if such loans are funded whilst
no Default has occurred which is continuing); or




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2.2.73.4 loans existing prior to the Signature Date and which have been (i) disclosed in
Schedule 5 (Disclosed Loans) hereto, or (ii) in the Original Financial
Statements;
2.2.73.5 loans granted by the Borrower to any and all of the Group Companies,
other than the Obligors or for the purposes of the Hidden Valley Project, which
do not exceed R5 000 000 (fifty million Rand) in aggregate during the Term;
2.2.73.6                   any other loans made with the prior written approval of the Facility Agent;
2.2.74 "Prime Rate" means the nacm prime overdraft rate of interest from time to
time publicly quoted as such by Nedbank, calculated on a 365 (three hundred and
sixty-five) day factor, irrespective of whether or not the year is a leap year,
as certified by any manager of Nedbank, whose appointment as such it shall not
be necessary to prove, which certificate shall serve as prima facie proof of its
contents;
2.2.75              "Quotation Date" means the date upon which the Interest Rate is to be determined for an
Interest Period;
2.2.76              "Ratio Test Date" means the last day of March. June, September and December;
2.2.77              "Ratio Test Period" means each period of 3 (three) months ending on a Ratio Test Date;
2.2.78 "Reference Banks" means Absa Bank Limited, FirstRand Bank Limited, the
Standard Bank of Southern Africa Limited and the Original Lender or such other
bank or banks as may from time to time be agreed in writing between the Borrower
and the Facility Agent;




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2.2.79               "Related  Party" means any Shareholder and  any affiliate of any Shareholder;
2.2.80               "Repo Rate" means on any particular day, the repurchase tender rate on that day quoted by
the South African Reserve Bank;
2.2.81               "RMB" means FirstRand Bank Limited (acting through Its Rand Merchant Bank division)
(Registration No. 1929/001225/06), a public company duly incorporated in accordance with the laws of South Africa;
2.2.82               "Security Cession" means;
                           2.2.82.1 a cession and pledge in security by the Borrower in favour of the Finance
Parties on a joint and several basis of tie Subsidiaries, Shares, the Borrower's
right, title and interests in and to the Subsidiaries' Loans and the Borrower's
right, title and interest in and to the Deposit Account and all monies or
amounts then or at any time hereafter standing to the credit of the Deposit
Account and all rights relating or attaching thereto, including the right to
interest; and
                           2.2.82.2 a cession and pledge in security by ARMgold in favour of the Finance Parties
on a joint and several basis, of ARMgold's Shares in and claims against
ARMgold/Harmony Joint Investment Company (Proprietary) Limited and
ARMgold/Harmony Freegold Joint Venture Company (Proprietary) Limited;
and "Security Cessions" means both of them, as required by the context:
2.2.83 "Security Documents" means the Guarantee, the Security Cession and any
other agreement or document that may be designated as a "Security Document" by
written agreement between the Facility Agent and the Borrower;




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Page 19
2.2.84               "Share Consideration" shall have the meaning given to it in clause 10.3.2 (Mandatory
                     Prepayment: Disposal of South African Assets);
2.2.85               "Shareholder" means any member of the Borrower from time to time;
2.2.86 "Short Term Debt" means the facility granted to the Borrower by RMB for a
maximum principal amount of R500 000 000 (five hundred million Rand), which is
to be repaid on or before 28 September 2007:
2.2.87               "Signature Date" means the date of the signature of the Party last signing this Agreement in
time;
2.2.88              "South Africa" means the Republic of South Africa as constituted from time to time;
2.2.89              "Subsidiaries' Loans" means all loans made the Borrower to the Guarantors from time to time;
2.2.90 "Subsidiaries' Shares" means all the ordinary shares and preference
shares in the issued share capital of the Guarantors, which are held by the
Borrower from time to time (including, but not limited to, any such shares which
may be issued or transferred to the Borrower in the future);
2.2.91 "Term" means the period from the Advance Date to the earlier of the Final
Repayment Date or any other date on which the Facility Outstandings are repaid
in full by the Borrower;
2.2.92 "Transaction Security" means the security interest created or expressed
to be created in favour of the Finance Parties pursuant to the Security
Documents, as stipulated in Schedule 7 (Transaction Security);
2.2.93              "Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance
Documents;




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Page 20

2.2.94 "'VAT" means value added tax including any similar tax which may
be imposed in place thereof from time to time, 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                a "clause" shall, subject to any contrary indication, be construed as a reference to a clause
hereof:
                     2.3.3 "continuing", in the context of an Event of Default, means:
2.3.3.1 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;
2.3.3.2                    in any other case, that Event of Default is deemed to be continuing unless sod until
either;
2.3.3.2.1                        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
2.3.3.2.2 it has been remedied within the applicable remedy period by any person
and the resulting position is that which it would have been if such Event of
Default had not occurred;
2.3.4               a "holding  company"  shall  be  construed  in  accordance  with the Companies Act;




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Page 21 2.3.5
"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;
2.3.6 "month" means unless the context otherwise requires, a period starting on
one day in a calendar month and ending on the numerically corresponding day in
the next succeeding calendar month except that, where any such period would
otherwise end on a day which is not a Business Day it shall end on the
immediately preceding Business Day; provided that if a period starts on the last
Business Day of a calendar month or if there is no numerically corresponding
days in the month in which that period ends, that period shall end on the last
Business Day in that later month (and references to "months" shall be construed
accordingly):
2.3.7               "nacm" means nominal annual compounded monthly in arrears;
2.3.8               "nacq" means nominal annual compounded quarterly in arrears;
2.3.9 a "person" shall be construed as a reference to any person, firm, company,
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;
23.11               a "Schedule" shall, subject to any contrary indication, be construed as a reference to a
schedule hereof;
2.3.12              a "subsidiary" shall be construed in accordance with the Companies Act;




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Page 22
  2.3.13 "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 contest 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 inclusively of the first and exclusively 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;
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 previous 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




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Page 23
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;
2.4.9               a reference to a Party includes that Party's successors-in-title and permitted assigns;
2.4.10              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
 2.5.3              the singular includes the plural and vice versa.
2.6 The schedules or annexures to this Agreement form an integral part hereof
and words and expressions defined in this Agreement shall bear, unless the
context otherwise requires, the same meaning in such schedules or annexures. To
the extent that there is any conflict between the schedules or annexures to this
Agreement and the provisions of this Agreement, the provisions of this Agreement
shall prevail.
2.7 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.




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Page 24
2.8 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.
2.9 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.
2.10 This Agreement shall be binding on and enforceable by the 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 administrators,
trustees, permitted assigns or liquidators, as the case may be.
2.11 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.
2.12 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 raise finance from the Original Lender in an amount
equal to the Available Facility to fund the Borrower's capital expenditure in
respect of projects, to repay the Short Term Debt and to pay all fees, costs and
expenses due and payable on Financial Close.




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Page 25
       3.2 The Original Lender is willing to make the facility available to the
Borrower for the purposes set out in clause 3.1 upon the terms and conditions of
this Agreement.
4. CONDITIONS TO ADVANCE
4.1 Save as provided for in clause 4.2 or as the Facility Agent may otherwise
agree in writing, the Advance shall not be made hereunder unless the Facility
Agent has confirmed to the Borrower in writing that:
4.1.1 it has received all of the Advance Condition Documents and that each such
document is, in form and substance, satisfactory to the Facility Agent; and
4.1.2 all of the Advance Conditions have been fulfilled to the satisfaction of,
or waived by, the Facility Agent.
4.2           The Facility Agent may:
4.2.1 waive any of the conditions referred to in this clause 4 and in such event
the Facility Agent may attach to such waiver such requirements and further or
other conditions as the Facility Agent (in its sole discretion) deems fit;
4.2.2 agree to make the Advance on terms (express or otherwise) that any
condition may be converted to a term of this Agreement and that the obligation
thereunder be discharged after the date of making of the Advance, and in such
event the Borrower shall procure that such obligation is discharged within a
period of 5 (five) Business Days after such Advance (or such other period as the
Facility Agent may agree to in writing), and the Facility Agent shall be
entitled on written notice to the Borrower to treat any failure by the Borrower
to procure the discharge of such obligation as an Event of Default.




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Page 26
                                                                                               4.3        The
Finance Documents shall terminate 5 (five) Business Days from the Signature Date
if Financial Close is not achieved by such date or such later date as may be
agreed by the Parties in writing. Such termination shall be without prejudice to
the Borrower's obligations under clause 30.3 (Expenses), and the provisions of
clause 2, (Definitions and Interpretation), clause 30.3 (Expenses), clause 30.5
(Value Added Tax), clause 31 (Notices and Domicilia), clause 32 (Governing Law),
clause 33 (Jurisdiction), clause 34 (Severability), clause 35 (General), clause
36 (Counterparts) and this clause 4.3 shall remain in force for such purpose.
5.       FACILITY
Subject to the provisions of clause 4 (Conditions to Advance), the Original
Lender grants to the Borrower, upon the terms and subject to the conditions of
this Agreement, the Available Facility.
6. PURPOSE
  6.1 The Facility is intended to fund the Borrower's capital expenditure in
respect of projects, to repay the Short Term Debt, and all fees, costs and
expenses due and payable in the amounts specified in the Fee Letter on Financial
Close, and accordingly, the Borrower shall apply all amounts raised by it
hereunder in or towards satisfaction of such purposes.
  6.2 Without prejudice to the obligations of the Borrower under clause 6.1, the
Finance Parties shall not be obliged to concern themselves with the application
of amounts raised by the Borrower hereunder.
7. UTILISATION
7.1 Subject to the terms of this Agreement, the Advance shall be made to the
Borrower by the Original Lender on the Advance Date as follows:




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Page 27
7.1.1 by payment to RMB in discharge of the Borrower's obligations under the
Short Term Debt, in an aggregate amount of R515 695 867,45 (five hundred and
fifteen million six hundred and ninety-five thousand eight hundred and
sixty-seven Rands and forty-five cents), by way of electronic transfer into the
following bank account:
Bank:                                        First National Bank;
Branch:                                      Corporate Account Services;
Branch code:                                 25 50 05;
Account number:                              5061 9016 740;
Account name:                                RMB Money Market;
7.1.2               by payment to Nedbank of the Fees, costs and expenses stipulated in the Fee Letter;
 7.1.3   by way of electronic transfer, transfer R500 000 000 (five hundred million Rand) into the following bank
         account:
Bank:                                        Absa Bank Limited
Branch:                                      Virginia
Account number:                              40-4873-7227
Account name:                                Harmony Treasury Account
7.1.4               by way of electronic transfer, transfer the remaining balance of the Advance into the
following bank account:
Bank:                                        Nedbank Limited
Branch:                                       1776605
Account number:                                  1766-000-029
Account name:                                Domestic Treasury Suspense Account
                                            Re: 7881512 733
(the  "Deposit Account")




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Page 28
                           Provided that on the Advance Date:
7.1.4.1                    no Default has occurred and is continuing; and
7.1.4.2  the representations and warranties set out in clause 15 (Warranties and Representations) are true; or
the Original Lender agrees to make such Advance.
7.2 The Borrower agrees that any payment to RMB and Nedbank pursuant to clauses
7.1.1 and 7.1.2 shall form part of the Advance and the Borrower renounces all
benefits of the exception of "no value received", "non numeratae pecuniae", "non
causa debiti" and "errore calculi, the meaning and effect of which it declares
it understands.
7.3          The Borrower acknowledges and agrees that:
7.3.1 the Original Lender shall not be obliged to make the Advance unless the
Advance Conditions have been fulfilled or waived and the conditions set out in
clause 7.1.4.1 and 7.1.4.2 are met;
7.3.2 no Advance or portion thereof repaid by the Borrower in accordance with
the provisions of this Agreement or otherwise shall be available to be re-
advanced to the Borrower by the Lenders;
7.3.3 the Finance Parties shall not incur any liability to the Borrower in the
event of the Advance under the Facility earmarked for the purposes of clause 6
(Purpose) not being utilised for such purpose and in such an event, the portion
of those payments made from the Facility will nevertheless be regarded as
constituting valid advances and form part of the Loan;




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Page 29
      7.3.4 if any monies are advanced in the mistaken belief that the Advance
Conditions have been fulfilled or waived in accordance with this Agreement, and
it is subsequently determined that not all the Advance Conditions have been
fulfilled or waived, this Agreement shall be valid and enforceable in respect of
the monies advanced and the Facility, and the Facility Agent shall be entitled
on written notice to the Borrower, to demand immediate payment of the Facility
Outstandings, without prejudice to any other rights or remedies that the Leaders
may have in law.
8. INTEREST
8.1          The Loan shall bear interest at the Interest Rate which shall:
8.1.1               accrue on a day to day basis over the Term; and
8.1.2 be calculated on the actual number of days elapsed and, for the purposes
of calculation, based on a year of 365 (three hundred and sixty-five) days,
irrespective of whether the year in question is a leap year.
8.2 All interest accrued on the Loan during the Term (including capitalised
interest) shall be paid by the Borrower on each Interest Payment Date to the
Lenders, in accordance with clause 11 (Payments).
8.3 The Facility Agent shall promptly notify the Borrower of the applicable
Interest Rate determined pursuant to the provisions of this Agreement promptly
after ascertaining the same.
9. REPAYMENT
9.1 The Borrower shall, subject to the provisions of clauses 10 (Prepayment) and
20 (Events of Default), repay the Advance together with all accrued but unpaid
interest on the Final Repayment Date, in accordance with clause 11 (Payments).




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Page 30
 9.2 The Borrower shall not repay all or any part of the Loan except at the
times and in the manner expressly provided for in this Agreement and shall not
be entitled to reborrow any amount repaid.
10. PREPAYMENT
10.1 At any time during the Term, and provided that no Default has occurred that
is continuing, the Borrower may, subject to the provisions of clause 30.2 (Exit
Fees), by giving to the Facility Agent not less than 5 (five) Business Days
prior written notice to that effect, prepay the whole or part of the Facility
Outstandings on an Interest Payment Date; provided that:
10.1.1 no such prepayment shall be in an amount of less than R50 000 000 (fifty
million Rand) (or a greater amount thereof in increments of R10 000 000 (ten
million Rand)) or the Facility Outstandings, whichever is the lesser; and
10.1.2              where such prepayment is as a result of a refinancing (as contemplated in clause 30.2.1 (Exit
Fees)):
                          10.1.2.1  the Borrower must give the Facility Agent not less than 15 (fifteen) Business
Days prior written notice to that effect; and
                          10.1.2.2  such prepayment must be of the Facility Outstandings and not a portion thereof.
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 date is an Interest Payment
Date;
10.2.3              specify the amount of the prepayment; and




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Page 31
10.2.4   oblige the Borrower to make such prepayment on such date.
10.3     Mandatory Prepayment: Disposal of South African Assets
10.3.1 The Borrower shall given the Facility Agent at least 10 (ten) Business
Days written notice, prior to the occurrence of a Permitted Disposal of an asset
located within South Africa of the Borrower or any Group Company should the
amount anticipated to be realised exceed R50 000 000 (fifty million Rand).
10.3.2 The Borrower shall forthwith notify the Lenders in writing of the amount
realised (net of all realisation costs, expenses and taxes) in the form of cash
("Cash Consideration") and/or shares ("Share Consideration") (collectively the
"Disposal Amount") upon the occurrence of the Permitted Disposal.
10.3.3 Should the Cash Consideration portion of the Disposal Amount exceed R50
000 000 (fifty million Rand), not later than 20 (twenty) Business Days after the
Permitted Disposal the Borrower shall, by delivering a written notice (the
"Offer Notice") to the Lenders to that effect, offer to prepay the Facility
Outstandings in an amount equal to the Cash Consideration portion of the
Disposal Amount.
10.3.4 The Facility Agent shall, within 5 (five) Business Days of receipt of the
Offer Notice, advise the Borrower in writing whether it wishes to accept the
offer pursuant to clause 10.3.3 and if so the amount (the "Accepted Prepayment
Amount") to be applied in prepayment of the Facility Outstanding.
10.3.5 The Borrower shall pay to the Facility Agent the Accepted Prepayment
Amount within 2 (two) Business Days of receipt of the Facility Agent's
acceptance thereof. The payment to the Facility




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Page 32
Agent of the Prepayment Amount shall be applied to reduce the Facility
Outstandings by the same amount.
10.3.6 Not later than 20 (twenty) Business Days after each Permitted Disposal,
the Borrower shall grant the Finance Parties (on a joint and several basis) a
cession and pledge in security of the Share Consideration portion of the
Disposal Amount, on terms and conditions substantially similar to the Security
Cession granted by ARMgold in respect of its shares in ARMgold Harmony Joint
Investment Company (Proprietary) Limited and ARMgoId/Harmony Freegold Joint
Venture Company (Proprietary) Limited, subject to any restrictions imposed on
the Borrower pursuant to the Disposal in respect of encumbrances and/or
disposals of the Share Consideration.
10.3.7   The provisions of this clause 10.3 shall not apply in relation to:
10.3.7.1 any Cash Consideration received in respect of the Disposal by ARMgold
of that portion of its operations known as Orkney 1 - 7 Shafts located in
Orkney, North West Province of the Republic of South Africa, to Clidet No 759
(Proprietary) Limited (an entity that will be a wholly owned subsidiary of
ARMgold), and the subsequent unbundling of the shares is Clidet 759
(Proprietary) Limited to Harmony and subsequent sale to Pamodzi Gold Limited;
and
10.3.7.2 25% (twenty-five percent) of the proceeds of the intended Disposal by
Randfontein Estates Limited of the Cooke Bump Tailings Dam located in
Randfontein, Gauteng Province of the Republic of South Africa.
11. PAYMENTS
11.1     All payments to be made by the Obligors under any Finance Documents shall be
governed by the following provisions:




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Page 33
11.1.1 all such payments shall be made to the Facility Agent, on the due date
for such payment, to such account as the Facility Agent specifies, and any such
payment shall discharge, pro tanto, the corresponding liability to the Finance
Parties;
11.1.2 all such payments shall be made for value by no later than 12h00 on the
due date for such payment;
11.1.3 the relevant Obligor shall advise the Facility Agent in writing once such
repayment has been made; and
11.1.4 all such payments shall be made in immediately available, freely
transferable, cleared funds free and clear of set-off, deduction or
counterclaim.
11.2 In the event of any payment of being made in full on its due date,
appropriated in the first instance to the payment of any costs, charges or
expenses, thereafter to interest then due and payable, and thereafter in
redaction of the principal amount of the Loan.
11.3 The Borrower shall not have the right to defer, adjust or withhold any
payment due to any Finance Party 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 counterclaim due to any other contractual
or delictual claims or causes of whatsoever nature or howsoever arising,
11.4 If, at any time, it shall become impracticable (by reason of any action of
any governmental authority or any change in law, exchange control regulations or
any similar event) for the Borrower to make any payments hereunder in the manner
specified in this clause 11 (Payments), then the Borrower may agree with the
Facility Agent alternative arrangements for such payment to be made; provided
that, in the absence of any such agreement, the Borrower shall be




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Page 76
26.2          Assignments and Transfers by the Lenders
  26.2.1  Subject to clause 26.3 (Conditions of Cession or Delegation), a Lender
          (the "Existing Lender") may (at no expense to any Obligor) cede any of
          its rights and/or delegate any of its obligations under this Agreement
          and any corresponding rights or obligations under any other Finance
          Document to any other person without the consent of any Obligor or any
          other Party (the "New Lender"), and the Obligors hereby expressly
          consent to any such cession of rights and/or delegation of obligations
          as contemplated herein. To the extent that any splitting of claims
          arises as a consequence of any such cession, assignment and/or
          delegation, as the case may be, the Obligors hereby consents to such
          splitting of claims.
26.3          Conditions of Cession or Delegation
26.3.1              A cession or delegation as contemplated in clause 26.2 (Assignment and
Transfers by the Lenders) will only be effective if the procedure set out in
clause 26.5 (Procedure for Transfer) is compiled with.
26.3.2              If:
26.3.2.1                  a Lender cedes,  assigns or transfers any of its rights or obligations
under the Finance
Documents; and
26.3.2.2                  as a result of circumstances existing as at the date on which the
cession, assignment, transfer or change occurs, an Obligor would be obliged to
make payment to the New Lender under clause 21 (Taxes) and clause 23 (Increased
Costs),
then the New Lender is only entitled to receive payment under that clause or to
enforce or require performance of such obligation to the same extent as the
Existing Lender would have been if the cession, assignment, transfer or change
had not occurred.




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Page 77
26.4          Limitation of Responsibility of Existing Lenders
26.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no
representation or warranty and assumes no responsibility to a New Lender for:
26.4.1.1                   the  legality,  validity,  effectiveness,  adequacy  or
enforceability  of the  Finance
Documents or any other documents;
26.4.1.2                   the financial condition of any Obligor;
26.4.1.3                   the  performance  and  observance  by any Obligor of its  obligations
under the Finance
Documents or any other documents; or
26.4.1 .4                  the accuracy of any statements  (whether  written or oral) made in or
in connection with
any Finance Document or any other document,
and any representations or warranties Implied by law are excluded.
26.4.2              Each New Lender confirms to the Existing Lender and the other Finance Parties
that it:
26.4.2.1 has made (and shall continue to make) its own independent investigation
and assessment of the financial condition and affairs of each Obligor and its
related entities in connection with its participation in the Finance Documents
and has not relied on any Information provided to it by the Existing Lender or
any other Finance Party in connection with any Finance Documents; and
26.4.2.2 will continue to make its own independent appraisal of the
creditworthiness of each Obligor and its related entities whilst any amount is
or may be outstanding under the Finance Documents.
26.4.3              Nothing in any Finance Document obliges an Existing Lender to:




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Page 78
26.4.3.1                  accept a re-transfer  from a New Leader of any of the rights and
obligations  assigned or
transferred under this clause 26; or
26.4.3.2 support any losses directly or indirectly incurred by the New Lender by
reason of the non-performance by any Obligor of its obligations under the
Finance Documents or otherwise.
26.5          Procedure for Transfer
26.5.1 Subject to the conditions set out in clause 26.3 (Conditions of Cession
or Delegation) a transfer is effected in accordance with clause 26.5.2 when the
Facility Agent:
26.5.1.1                   executes an otherwise duly completed  Cession and Delegation
Agreement  delivered to it
by the Existing Lender; and
26.5.1.2                   a duly  completed  Accession  Undertaking  is  delivered  to it by
the  Existing  Lender
("Transfer Date").
26.5.2              On the Transfer Date:
26.5.2.1 to the extent that in the Cession and Delegation Agreement the Existing
Lender seeks to transfer by Cession and Delegation its rights and obligations in
whole or part ("Transferred Rights and Obligations") under the Finance
Documents, the Existing Lender shall be released from the Transferred Rights and
Obligations;
26.5.2.2                  each of the  Obligors  and  the New  Lender  shall  assume  the
Transferred  Rights  and
Obligations towards one another;
26.5.2.3 the Facility Agent, the New Lender and the other Landers shall acquire
fee same rights and assume the same obligations between themselves as they would
have acquired and assumed had the New




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Page 79
Lender been an Original Lender with the rights and/or obligations acquired or
assumed by it as a result of the transfer and to that extent the Existing
Lenders shall each be released from further obligations to each other under the
Finance Documents; and
26.5.2.4                   the New Lender shall become a party to the relevant Finance Documents
as a
"Lender".
26.6          Copy of Cession and Delegation Agreement to the Borrower
The Facility Agent shall, as soon as reasonably practicable after it has
executed a Cession and Delegation Agreement, send to the Borrower a copy of that
Cession and Delegation Agreement and Accession Undertaking.
26.7          Disclosure of Information
26.8          Any Lender may disclose to any of its affiliates and any other person:
26.8.1              to (or through) whom that Lender cedes, assigns or transfers (or may
potentially
assign or transfer) all or any of its rights and obligations under the finance Documents;
26.8.2 with (or through) whom that Leader enters into (or may potentially enter
into) any sub-participation in relation to, or any other transaction under which
payments are to be made by reference to, the Finance Documents or any Obligor;
or
26.8.3              to whom, and to the extent that, information is required to be disclosed by
any applicable law or regulation,
any information about an Obligor, the Group and the Finance Documents as that
Lender shall (acting reasonably) consider appropriate for the purpose of that
actual or potential cession, assignment, transfer or sub-participation if, in




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Page 80
relation to clauses 26.8.1 and 26.8.2, the person to whom the information is to
be given has entered into a Confidentiality Undertaking in favour of the
relevant Obligor(s) or Group Company(ies).
26.9         No Change of Obligor
No Obligor shall cede, assign or transfer any of its rights or delegate any of
its obligations under any Finance Document.
27. INTEREST ON ARREAR AMOUNTS AND INDEMNITY
27.1 Interest calculated at the Default 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 (but
excluding) date of payment thereof, shall be compounded monthly in arrears and
shall be paid by the Borrower on demand.
27.2 The Borrower hereby indemnifies and holds the Finance Parties harmless
against any costs, claim, loss, expense (including legal fees on the scale as
between attorney and own client) or liability together with any VAT thereon,
which they may sustain or incur as a consequence of the occurrence of any
Default by the Borrower in the performance of any of the obligations expressed
to be assumed by it in this Agreement.




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Page 81
28. FACILITY AGENT
28.1          Appointment of the Facility Agent
28.1.1 Each of the Lenders appoints the Facility Agent to act as its agent under
and in connection with the Finance Documents, and authorises the Facility Agent
to exercise the rights, powers, authorities and discretions specifically given
to the Facility Agent under or in connection with the Finance Documents together
with any other incidental rights, powers, authorities and discretions.
28.1.2 Notwithstanding anything to the contrary in this Agreement, the Finance
Parties shall, act through the Facility Agent as contemplated in this clause 28.
28.1.3              There shall be no change to the Facility Agent without the Borrower's written
consent.
28.2          Duties of the Facility Agent
28.2.1 The Facility Agent shall promptly forward to a Party the original or a
copy of any document which is delivered to the Facility Agent for that Party by
any other Party.
28.2.2 Except where a Finance Document specifically provides otherwise, the
Facility Agent is not obliged to review or check the adequacy, accuracy or
completeness of any document it forwards to another Party.
28.2.3 If the Facility Agent receives notice from a Party referring to this
Agreement, describing a Default and stating that the circumstance described is a
Default, it shall promptly notify the other Finance Parties.




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Page 82
28.2.4 If the Facility Agent is aware of the non-payment of any principal,
interest or fee payable to a Finance Party (other than the Facility Agent) under
this Agreement it shall promptly notify the other Finance Parties.
28.2.5 The Facility Agent's duties under the Finance Documents are solely
mechanical and administrative in nature.
28.2.6 Nothing in this Agreement constitutes the Facility Agent as a fiduciary
of any other person.
28.2.7              The Facility Agent shall not be bound to account to any Lender for any sum or
the
profit element of any sum received by it for its own account.
28.3         Business with the Group
The Facility Agent may accept deposits from, lend money to and generally engage
in any kind of banking or other business with any member of the Group.
28.4         Rights and discretions
28.4.1              The Facility Agent may rely on:
28.4.1.1                   any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and
28.4.1.2 any statement made by a director, authorised signatory or employee of
any person regarding any matters which may reasonably be assumed to be within
his knowledge or within his power to verify.
28.5 The Facility Agent may assume (unless it has received notice to the
contrary in its capacity as agent for the Lenders) that:
28.5.1              no Default has occurred (unless it has actual knowledge of a Default);




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Page 83
28.5.2              any notice or request made by the Borrower is made on behalf of and with the
consent and knowledge of all the Obligors.
28.6 The Facility Agent may engage, pay for and rely on the advice or services
of any lawyers, accountants, surveyors or other experts.
28.7          The Facility Agent may act in relation to the Finance Documents through its
personnel
and agents.
28.8 The Facility Agent may disclose to any other Party any information it
reasonably believes it has received as agent under this Agreement.
28.9 Notwithstanding any other provision of any Finance Document to the
contrary, the Facility Agent is not obliged to do or omit to do anything if it
would or might in its reasonable opinion constitute a breach of any law or
regulation or a breach of a fiduciary duty or duty of confidentiality.
28.10        Majority Lenders' instructions
28.10.1             Unless a contrary indication appears in a Finance Document, the Facility Agent
                    shall:
28.10.1.1 exercise any right, power, authority or discretion vested in it as
Facility Agent in accordance with any instructions given to it by the Majority
Lenders (or, if so instructed by the Majority Lenders (as defined in the
Intercreditor Agreement), refrain from exercising any right, power, authority or
discretion vested in it as Facility Agent); and
28.10.1.2 not be liable for any act (or omission) if it acts (or refrains from
taking any action) in accordance with an instruction of the Majority Leaders;




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Page 84
28.10.2 Until the Intercreditor Agreement is entered into, all references to
"Majority Lenders" in clause 28.10.1 shall be deemed to be a reference to the
Original Lender.
28.10.3 Unless a contrary indication appears in a Finance Document, any
instructions given by the Majority Lenders will be binding on all the Lenders.
28.10.4 The Facility Agent may refrain from acting in accordance with the
instructions of the Majority Lenders (or, if appropriate, the Lenders) until it
has received such security as it may require for any cost, loss or liability
(together with any associated VAT) which it may incur in complying with the
instructions.
28.10.5 In the absence of instructions from the Majority Lenders, (or, if
appropriate, the Lenders) the Facility Agent may act (or refrain from taking
action) as it considers to be in the best interest of the Leaders.
28.10.6 The Facility Agent is not authorised to act on behalf of a Lender
(without first obtaining that Lender's consent) in any legal or arbitration
proceedings relating to any Finance Document. This clause 28.10.6 shall not
apply to any legal or arbitration proceeding relating to the perfection,
preservation or protection of rights under the Transaction Security Documents or
enforcement of the Transaction Security or Transaction Security Documents.
28.11         Responsibility for documentation
The Facility Agent is sot:
28.11.1             responsible for the adequacy, accuracy and/or completeness of any information
(whether oral or written) supplied by the Facility Agent, or an




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Page 85
Obligor or any other person given in or in connection, with any Finance Document
or the transactions contemplated in the Finance Documents; or
28.11.2 responsible for the legality, validity, effectiveness, adequacy or
enforceability of any Finance Document or the Transaction Security or any other
agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Finance Document or the Transaction
Security.
28.12 Exclusion of liability
28.12.1 The Facility Agent will not be liable for any action taken by it under
or in connection with any Finance Document or the Transaction Security, unless
directly caused by its gross negligence or wilful misconduct.
28.12.2 Nothing in this Agreement shall oblige the Facility Agent to carry out
any "know your customer" or other checks required pursuant to the Financial
Intelligence Centre Act, 2002 in relation to any person on behalf of any Lender
and each Lender confirms to the Facility Agent that it is solely responsible for
any such checks it is required to carry out and that it may not rely on any
statement in relation to such checks made by the Facility Agent.
29. CONFIDENTIALITY
29.1 Save with the prior written consent of the Borrower to the contrary, each
Finance Party will keep confidential and will not disclose to any person:
29.1.1 the details of any Finance Document, the details of the negotiations
leading to any Finance Document, and the information handed over to such Party
during the course of negotiations and the Term, as well as the details of all
the transactions or Agreements contemplated in any Finance Document; and




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Page 86
29.1.2              all information relating to the business or the operations and affairs of the
       Group,
       (together "Confidential Information").
29.2 The Finance Parties agree to keep all Confidential Information confidential
and to disclose it only to their officers, directors, employees, consultants,
shareholders, professional advisers and any person to whom any Finance Party
wishes to cede any of its rights or delegate any of its obligations under any of
the Finance Documents who:
29.2.1 have a need to know (and then only to the extent that each such person
has a need to know);
29.2.2   are aware that the Confidential Information should be kept confidential;
29.2.3   are aware of the disclosing Party's undertaking in relation to such information in terms
of
this Agreement; and
29.2.4 have been directed by the disclosing Party to keep the Confidential
Information confidential and have undertaken to keep the Confidential
Information confidential.
29.3 The Finance Parties confirm that all employees, officers and directors are
contractually bound to maintain confidentiality and shall procure that each
consultant, shareholder and/or professional advisor enters in a confidentiality
undertaking in favour of the Borrower on substantially the same terms and
conditions as this clause 29.
29.4 The obligations of the Finance Parties in relation to the maintenance and
non- disclosure of Confidential Information in terms of this Agreement do not
extend to information that:




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Page 87
29.4.1 is disclosed to the receiving Party in terms of this Agreement but at the
time of such disclosure such information is known to be in the lawful possession
or control of that Party and not subject to an obligation of confidentiality; or
  29.4.2 is or becomes public knowledge, otherwise than pursuant to a breach of
this Agreement by the Finance Party (or its offices, directors or employee) who
received such Confidential Information; or
29.4.3 is required by the provisions of any law, statute or regulation or during
any court proceedings, or by the rules or regulations of any recognised stock
exchange to be disclosed and subject to the provisions of clause 29.5, the Party
required to make the disclosure has taken all reasonable steps to oppose or
prevent the disclosure of and to limit, as far as reasonably possible, the
extent of such disclosure and has consulted with the other Parties prior to
making such disclosure.
29.5         Before any announcement or statement is made as required by any
             law, statute or regulation, or the rules or regulations of any
             recognised stock exchange, the affected Party shall use its
             reasonable endeavours to provide the other Parties with a written
             draft of the proposed announcement or statement at least 48
             (forty-eight) hours before the proposed time of the announcement
             and the Parties shall also use their reasonable endeavours to agree
             the wording and timing of all public announcements and statements
             relating to Confidential Information. If a written draft of the
             proposed announcement cannot be provided to the other Parties or
             agreement cannot be reached, by the time that any such announcement
             or statement must be made, the Party in question shall be free to
             make the relevant announcement or statement notwithstanding that
             such agreement has not been reached, but in so doing it shall not
             disclose more than the minimum information that it is compelled to
             disclose. Copies of any public announcement or statement shall be
             given to the other Party in the most expeditious manner reasonably
             available.




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Page 88
29.6 The Finance Parties each agree to notify the Borrower in the event of a
disclosure of the Confidential Information under clause 29.4.3, or upon a breach
of this clause 29 coming to the relevant Finance Party's knowledge.
29.7 If so requested by the Borrower in writing, the Finance Parties shall use
reasonable endeavours to enforce their rights against any offices, director ,
employee and/or representative who breaches clause 29.2.
  29.8 The provisions of this clause 29 shall survive the termination of this
  Agreement, but shall terminate 24 (twenty-Four) months from the termination of
  this Agreement.
             29.9 The Finance Parties acknowledge that some or all of the
Confidential Information is or may be price-sensitive information and that the
use of such information may be regulated or prohibited by applicable legislation
relating to insider dealing, and the Finance Parties shall not use any of the
Confidential Information for unlawful purposes.
30. FEES AND EXPENSES
30.1          Fees
The Borrower  shall pay to the Original  Lender on the Advance Dale the fees  contemplated  in
the Fee
Letter, in the amounts agreed and on the dales stipulated therein.
30.2          Exit Fees
30.2.1              Should the Borrower pre-pay any sum pursuant to clause 10 (Prepayment)
and such prepayment is not funded by way of;
30.2,1,1                   cash generated by the business operations of the Group; and/or
3 0.2.1.2                  a Permitted Disposal; and/or




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Page 89
30.2.1.3                   the raising of ordinary share capital,
the Borrower shall pay to the Lenders an exit fee in an amount equal to 1% (one
percent) of the Facility Outstandings should the prepayment occur on a date
falling before the 1st (first) anniversary of Financial Close, plus VAT thereon
on the date of prepayment pursuant to clause 10 (Prepayment).
30.3          Expenses
  30.3.1 The Borrower shall pay to, or at the direction of, the Facility Agent
  all reasonable expenses (including legal expenses on the scale as between
  attorney and own client printing and out-of-pocket expenses) incurred by the
  Finance Parties in connection with the negotiation, preparation and completion
  of the Finance Documents and an related documents, including without
  limitation all fees and expenses payable to the Legal Adviser, within 30
  (thirty) days of Invoice.
30.3.2 The Borrower shall on demand pay to, or at the direction of, the Facility
Agent all expenses (including legal and out-of-pocket expenses on the attorney
and own client scale), charges and disbursements and fees of a like nature,
including all taxes, incurred by the Finance Parties in preserving, enforcing or
defending, or attempting to preserve, enforce or defend, any of their rights
under the Finance Documents or any such related documents, save where the
Borrower successfully disputes that the Finance Parties are entitled to enforce
any such rights.




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Page 90
30.4          Stamp Duty
The Borrower shall pay all stamp, documentary and other similar duties and taxes
to which any of the Finance Documents or any such related documents may be
subject or give rise and Indemnifies the Finance Parties from and against any
losses or liabilities which the Finance Parties may incur as a result of any
delay or omission by the Borrower to pay any such duties or taxes.
30.5          Value Added Tax
The amounts stated in the Finance Documents to be payable by the Borrower are
exclusive of VAT and accordingly the Borrower shall pay on demand:
30.5.1 any VAT property chargeable in respect of services to the Borrower as
contemplated by any of the Finance Documents (including any VAT chargeable by a
Finance Party under the Finance Documents);and
30.5.2 any VAT chargeable in the case of goods or services supplied to, or other
costs, fees and expenses incurred by, a Finance Party in connection with the
Finance Documents and which are to be met by the Borrower or in respect of which
the Borrower has agreed to indemnify the Finance Party.
3.1. NOTICES AND DOMlCILIA 31.l Notices
31.1.1              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.
31.1.1.1                  Original Lender:                    4th Floor,
                                                              F Block 135 Rivonia Road  Sandown
                                                              SANDTON




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Page 91
                                                           Telefax No.:       (011) 295 3902
                                                           Attention             Head; Project
                                                           Management
31.1.1.2                   Facility Agent:                 4th Floor,
                                                           F Block
                                                           135 Rivonia Road
                                                           Sandown
                                                           SANDTON
                                                           Telefax No.:       (011) 295 3902
                                                           Attention   :       Head: Project
                                                                   Management
31.1.1.3           Borrower:                               Block 27
                                                          Randfontein Office Park
                                                          Cnr Main Reef Road and Ward
                                                           Avenue

                                                           RANDFONTEIN
                                       Telefax No.:       (011) +27 11 411 2070 The
                                       Attention   :       Company Secretary
31.1.2 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.
31.1.3 Either Party may by written notice to the other Party change its chosen
address and/or telefax number for the purposes of clause 31.1.1 to any other
address 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.
31.1.4 Any notice to a Party contained in a correctly addressed envelope and
delivered by hand to a responsible person during ordinary business hours




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Page 92
                           at its chosen physical address in terms of clause 31.1.1, shall be
deemed to
have been received on the day of delivery.
31.1.5 Any notice by telefax to a Party at its telefax number shall be deemed to
have been received on the 1st (first) Business Day after the date of
transmission.
31.1.6 Notwithstanding anything to the contrary hereto 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.
31.2         Domicilia
31.2.1 Each of the Parties chooses its physical address referred to in clause
31.1 (Notices) as its domicilium citandi et executandi at which documents in
legal proceedings in connection with this Agreement may be served.
31.2.2 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 31.1.4 (Notices) or 31.1.5 (Notices), as the case
may be.
32. GOVERNING LAW
The entire provisions of this Agreement shall be governed by and construed in
accordance with the laws of South Africa.




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Page 93
33. 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.
34. 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 hereto 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 previsions, each of which shall continue to be of full
force.
35.    GENERAL
35.1     35.1 This document constitutes the sole record of the agreement between the Parties
in regard to the subject matter thereof.
35.2     35.2 No Party shall be bound by any express or implied term, representation,
warranty, promise or the like, not recorded herein.
35.3 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.




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Page 94
35.4 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.
35.5 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.
35.6 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
such transfer of rights or obligations, which consent may not unreasonably be
withheld or delayed.
36. 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.
                       THE NEXT PAGE IS THE SIGNATURE PAGE




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SIGNED at SANDTON on this the
27TH day of SEPTEMBER 2007
          For and on behalf of
          NEDBANK LIMITED
          (acting through its NEDBANK CAPITAL division)
          (as "Original Lender and" and "Facility Agent")
          /s/ M R WESTER
          Name: M R WESTER
          Capacity: Authorized Signatory
          Who warrants his authority hereto
          /s/ Brad Maxwell
          Name: Brad Maxwell
          Capacity: AUTHORIZED SIGNATORY
          Who warrants his authority hereto




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SIGNED at SANDTON on this the 27TH day of
SEPTEMBER 2007'
 For and on behalf of
 HARMONY GOLD MINING COMPANY LIMITED
 (as "Borrower")
/s/ Frank Abbott
Name: Frank Abbott
Capacity: Director
Who warrants his authority hereto




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SIGNED at SANDTON on this the 27TH day of
SEPTEMBER 2007
              For and on behalf  of
              AFRICAN RAINBOW MINERALS GOLD LIMITED
              (as "Guarantor")
              /s/ Frank Abbott
              Name: Frank Abbott
              Capacity: Director
              Who warrants his authority hereto




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SIGNED at SANDTON on this the 27TH day of
SEPTEMBER 2007
For and on behalf of
EVANDER GOLD MINES LIMITED
(as "Guarantor")
/s/ Frank Abbott
Name: Frank Abbott
                               Capacity: Director
                       Who warrants his authority hereto




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SIGNED at SANDTON on this the 27TH day of
SEPTEMBER 2007
 For and on behalf of
 ARMGOLD/HARMONY JOINT INVESTMENT COMPANY (PROPRIETARY) LIMITED
(as "Guarantor")
/s/ Frank Abbott
Name: Frank Abbott
Capacity: Director
Who warrants his authority hereto




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SIGNED at SANDTON on this the 27TH day of
SEPTEMBER 2007
 For and on behalf of
 ARMGOLD/HARMONY FREEGOLD
JOINT VENTURE COMPANY
(PROPRIETARY) LIMITED
(as "Guarantor")
/s/ Frank Abbott
Name: Frank Abbott
Capacity: Director
Who warrants his authority hereto




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SIGNED at SANDTON on this the 27TH day of
SEPTEMBER 2007
For and on behalf of
RANDFONTEIN ESTATES LIMITED
(as "Guarantor")
/s/ Frank Abbott
Name: Frank Abbott
Capacity: Director
Who warrants his authority hereto




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SIGNED at SANDTON on this the 27TH day of
SEPTEMBER 2007
 For and on behalf of
 AVGOLD LIMITED
 (as "Guarantor")
/s/ Frank Abbott
Name: Frank Abbott
Capacity: Director
Who warrants his authority hereto




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SCHEDULE 1
CONDITIONS
 Part 1: Advance Condition Documents
 1. The Borrower
 1.1         A Copy of the Constitutional Documents of the Borrower.
 1.2         A copy of a resolution of the board of directors of the Borrower:
 l.2.1              approving the terms of, and the transactions contemplated by, the Finance
 Documents to which it is a party and resolving to execute those Finance Documents;
 1.2.2              authorising a specified  person  or persons to   execute  the  Finance
                    Documents to which it is a party on its behalf; and
 1.2..3             authorising a specified person or persons, on its behalf, to
                    sign and/or despatch all documents and notices to be signed
                    and/or despatched by it under or in connection with the
                    Finance Documents to which it is a party.
 1.3          A specimen of the signature of each person authorised by the resolution referred
            to in paragraph 1.2.
1.4          A certificate signed by an Authorised Signatory of the Borrower
             confirming that borrowing the Available Facility would not cause
             any borrowing or similar limit in its Constitutional Documents
             binding on it to be exceeded.
1.5          A certificate by an Authorised Signatory of the Borrower certifying
             that the copy of each document referred to in paragraphs 1.1 to 1.4
             (both inclusive) is correct, complete and in full force and effect
             as at a date no earlier than the Signature Date.
1.6          A certificate of an Authorised signatory of the Borrower stating that:




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1.6.1              the representations and
warranties given by the Borrower
                      in clause 15 (Warranties and Representations) of this
                      Agreement shall be correct in all material respects at
                      Financial Close; and
   1.6.2              no Default shall have occurred at the date of Financial Close which is
   continuing.
  2.     The Guarantors
  2.1          A copy of the Constitutional Documents of each Guarantor.
  2.2          A copy of a resolution of the board of directors or other governing body of each
               Guarantor:
  2.2.1              approving the items of, and the transactions contemplated by, the Finance
                     Documents to which it is a party and resolving :to execute those Finance
                     Documents;
 .2.2.2              authorising a specified person or persons, to execute the Finance
                     Documents to which it is a party on its behalf; and
 2.2.3               authorising a specified person or persons, on its behalf,
                     to sign and/or despatch all documents and notices to be
                     signed and/or despatched by it under or in connection with
                     the Finance Documents to which it is a party.
2.3      A specimen of the  signature of each person  authorised by the  resolution  referred to
              in paragraph 2.1.
2.4           A certificate signed by an Authorised Signatory of each Guarantor
              confirming that guaranteeing the Facility Outstandings would not
              cause any guaranteeing or similar limit in its Constitutional
              Documents binding on it to he exceeded.
2.5          A certificate by an Authorised Signatory of each Guarantor
             certifying that the copy of each document referred to in paragraphs
             2.1 to 2.4 (both inclusive) is correct, complete and in full force
             and effect as at a date no earlier than the Signature Date.
2.6          A certificate by an Authorised Signatory of each Guarantor stating
             that the representations and warranties given by that Guarantor in
             clause 15 (Warranties and Representations) of this Agreement shall
             be correct in all material respects at Financial Close.




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3.      Legal opinions
3.1          A legal opinion from Cliffe Dekker Inc. addressed to the Lender
             relating, inter alia, to the due execution by each Obligor of the
             Finance Documents to which it is a party, and the authority of each
             Obligor to enter into the Finance Documents to which it is a party.
 4.   Finance Documents
 4.1. A duly executed original of each of the following: 4.1.1 this Agreement;
 4.1.2                 the cession in securitatem debiti and pledge of' the
                       Subsidiaries' Shares and the Deposit Account by the
                       Borrower in favour of the Finance Parties;
 4.1.3               the cession in securitatem debiti and pledge of ARMgold's
                     shares in ARMgold/Harmony Joint Investment Company
                     (Proprietary) Limited and ARMgold/Harmony Freegold Joint
                     Venture Company (Proprietary) Limited by ARMgold in favour
                     of the finance Parties.
4.2          Each of the  following  in relation  to shares  pledged  pursuant to the  Security
             Documents:
 4.2.1              the original share certificates in respect of such shares;
 4.2.2              an original share transfer form duly signed by the pledgor of such shares
                    and blank as to transferee; and
 4.2.3              a resolution of the directors of the company, the shares,
                    of' which are pledged, acknowledging such pledge and
                    agreeing to give effect to any transfer of such shares
                    pursuant to the terms of such pledge.
4.3          All  notices  required to be  delivered  and all  acknowledgements  required to be
             received under the terms of any Security Document.
5.     Financial Information
       A copy of the Original Financial Statements.




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##### 



6.     Fee Letter
The  execution of the Fee Letter
Part 2: Advance Conditions
The Lenders shall only Be obliged to make the Advance in terms of this Agreement it
1.	no Default shall:
2.	the   warranties   and  representations made  in   clause   15   (Warranties   and
Representations)of this Agreement shall be correct and willl be correct in all material
respects immediately after the making of the Advance;
3.  in the reasonable opinion of the Facility Agent there has been no Material, Adverse Change in either the borrower or any of the Obligors: since the date of the Original Financial Statements which could be expected to affect the ability of the
Borrower to .fulfil its obeligation in terms of the Finance Documents in an adverse manner
4. in the reasonable opinion of the Facility Agent there has been no material  Adverse Change since the Signature Date.




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##### 



SCHEDULE 2
                                           THE GUARANTORS
 1. African Rainbow Minerals Gold Limited; 2. Evander Gold Mines Limited;
3. ARMgold/Harmony Joint Investment Company (Proprietary) Limited; 4.
ARMgold/Harmony Freegold Joint Venture. Company (Proprietary) Limited;
5. Randfontein Estates Limited; 6. Avgold Limited;




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##### 



SCHEDULE 3
DISCLOSED ENCUMBRANCES
                  Nil




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##### 



SCHEDULE 4
                                 DISCLOSED INDEBTEDNESS
1.       R1 700 000 000 (one billion seven hundred million Rand) 4,875% (four
         comma eight seven five percent) convertible bonds (due 2009) issued by
         the Borrower
2.       As per Annexure 4.1




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##### 



Annexure 4.1
HARMONY GOLD MINING COMPANY LIMITED
REGISTER OF GUARANTEES
Jun-07
                                                                        Enviormental     Other
Company             Terement Number  Benefictory       Issued           Amount           Amount
                                                                        R                R
Harmony Gold        85909929320      AECT Limited      30-Nov-00
248,794.00
Mining Company
Harmony Gold        810200502259     Department of     30-Nov-02        40,000.00
Mining Company                       Mineral and
                                     Energy
Harmony Gold        81020206926      Department of     25-Jun-02        21,5000,000.00
Mining Company                       Mineral and
                                     Energy
Harmony Gold        81020206930      Department of     25-Jun-02        3,700,000.00
Mining Company                       Mineral and
                                     Energy
Harmony Gold        81020206931      Department of     25-Jun-02        2,300,000.00
Mining Company                       Mineral and
                                     Energy
Kalptots            81020208977      Department of     28-Aug-02        650,000.00
                                     Mineral and
                                     Energy
Randfontain         M326752          Eskom             28-Feb-98                         31,000.00
Estates Limited
Randfontain         M326753          Eskom             02-Feb-98                         77,000.00
Estates Limited
Randfontain                          Eskom             24-Mar-92                         12,200.00
Estates Limited
Randfontain                          Telkom            31-Oct-89
148,680.00

Estates Limited
Randfontain                          Telkom            31-Oct-90
136,332.00
Estates Limited
Randfontain                          Snyman Van Der    20-Mar-97
431,000.00
Estates Limited                      Hssver
                                     Incorporated
Randfontain         M333565          Rand Fontain      12-Jan-89                         16,129.00
Estates Limited                      Multicipality
Randfontain         M351047          Rand Fontain      02-Dec-86                         74,221.00
Estates Limited                      Multicipality
Randfontain         M351138          South African     02-May-84
200,000.00
Estates Limited                      Transport
                                     Services
Randfontain         M354951          City of           07-Jul-89                         4,000.00
Estates Limited                      Johannasburg
Randfontain         M359617          Department of     12-Apr-99        20,000.00
Estates Limited                      Mineral and
                                     Energy
Randfontain         M432371 /        Department of     23-Feb-04        25,000.00
Estates Limited     M312525          Mineral and
(new)                                Energy
West Rand           M300820          Department of     24-Oct-96        10,000.00
Consolidated Mines                   Mineral and
                                     Energy
West Rand           M379315          Department of     05-May-00        30,000.00
Consolidated Mines                   Mineral and
                                     Energy
West Rand           M312529          Department of     26-Jul-97        25,000.00
Consolidated Mines                   Mineral and
                                     Energy
West Rand           M312457          Department of     28-Jul-97        10,000.00
Consolidated Mines                   Mineral and
                                     Energy
West Rand           M308362          Department of     28-May-97        5,000.00
Consolidated Mines                   Mineral and
                                     Energy
West Rand                            Eskom             01-Oct-98
700,000.00
Consolidated Mines
Winkelhook Mines    S13615 / MS      Council of        10-Jul-03
250,000.00
Limited             GRV 4232957      Nuclear Safety
Winkelhook Mines    S13616 / MS      Eskom             10-Jul-03
246,500.00
Limited             GRV 4232987
Winkelhook Mines    S13617 / MS      Eskom             10-Jul-03
268,900.00
Limited             GRV 4232983
Winkelhook Mines    S13618 / MS      Eskom             10-Jul-03                         64,000.00
Limited             GRV 4233989
Winkelhook Mines    MS GRV V         Eskom             10-Jul-03
266,610.00
Limited*            2047977
Winkelhook Mines    S13619 / MS      Eskom             10-Jul-03
1,117,450.00
Limited             GRV 4233002
Winkelhook Mines    S13620 / MS      Eskom             10-Jul-03
310,050.00
Limited             GRV 4233009
Winkelhook Mines    S13621 / MS      Eskom             10-Jul-03
1,346,600.00
Limited             GRV 4233013
Winkelhook Mines    S13622 / MS      Eskom             10-Jul-03
868,850.00
Limited             GRV 4233018
Winkelhook Mines    S13623 / MS      Eskom             10-Jul-03
272,000.00
Limited             GRV 4233021
Winkelhook Mines    MS GRV 4233023   Eskom             10-Jul-03
336,200.00
Limited*
Winkelhook Mines    S13624 / MS      Eskom             10-Jul-03                         45,500.00
Limited             GRV 4233046
Winkelhook Mines    208617 / S15065  Eskom             25-Apr-02
370,600.00
Limited*
Winkelhook Mines    208618 / S15064  Eskom             25-Apr-02
1,269,818.00
Limited*
Leslie Golg Mines   S13625 / MS      Eskom             10-Jul-03
624,400.00
Limited             GRV 4233050
Leslie Golg Mines   S13626 / MS      Eskom             10-Jul-03
334,100.00
Limited             GRV 4233053
Leslie Golg Mines   S13627 / MS      Eskom             10-Jul-03                         89,800.00
Limited             GRV 4233055
Leslie Golg Mines   S13628 / MS      Eskom             10-Jul-03
371,460.00
Limited             GRV 4233067
Leslie Golg Mines   S13629 / MS      Eskom             10-Jul-03
2,019,750.00
Limited             GRV 4233070
Leslie Golg Mines   S13630 / MS      Eskom             10-Jul-03
1,750.000.00
Limited             GRV 4233074
Leslie Golg Mines   S13631 / MS      Eskom             10-Jul-03
555,700.00
Limited             GRV 4233080
Leslie Golg Mines   7580296          Council of        14-Nov-95
250,000.00
Limited*                             Nuclear Sefety
Evander Gold        S13632 / MS      Els Chaster &     10-Jul-03
170,894.09
Mining Company      GRV 4233083      Lower
Free Gold - St      81020211331      Deparment of                       35,000 000.00
Heleno (new)                         Mineral and
                                     Energy
Free Gold - St      81020211331      Deparment of                       13,400 000.00
Heleno (new)                         Mineral and
                                     Energy
Free Gold - St                       Eskom                                               40,000.00
Heleno (new)
Free Gold - St                       Nuclear Safety
250,000.00
Heleno (new)
Free Gold - St                       Water Supply
2,206,186.00
Heleno (new)
                                                                        76,715 000.00
17,768,724.09




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##### 



SCHEDULE 5
                                         DISCLOSED LOANS
A loan still to be advanced to Pamodzi Gold Limited by the Borrower of a
principal amount not exceeding R33 000 000 (thirty three million Rand); provided
that the funds to be advanced are received by the Borrower pursuant to the
exercise of the Borrower's put option to sell certain preference shares held by
the Borrower to Pamadzi Resources (Proprietary) Limited for an amount of not
less than R57 000 000 (fifty-seven million Rand).




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##### 



SCHEDULE 6
                 DISCLOSED POTENTIAL ENVIRONMENTAL CLAIM
The Borrower has been advised that the Department of Water Affairs and Forestry
("DWAF") may issue a directive in terms of the National Water Act, 1998 to
entities who are conducting or who have conducted mining activities in the
Wonderfontein Catchment area, which entities may include the Borrower and/or one
or more Group Companies, relating to the alleged contamination of Wonderfontein
Spruit and the rehabilitation and remediation thereof.




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##### 



SCHEDULE 7
                                       TRANSACTION SECURITY
1.      Cession in security of the Borrower's right, title and interest in and
        to the Subsidiaries' Shares, the Subsidiaries' Loans and the Deposit
        Account, and pledge of the Subsidiaries' Shares by the Borrower in
        favour of the Finance Parties on a joint and several basis.
       Cession in security of ARMgoId's right, title and interest in and to its
       shares in ARMgold/Harmony Joint Investment Company (Proprietary) Limited
       and ARMgold/Harmony Freegold Joint Venture Company (Proprietary) Limited
       (the "ARMgold Shares") and pledge of the ARMgold Sharer by ARMgold in
       favour of theFinance Parties on a joint and several basis.




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##### 



SCHEDULE 8
                                   FORM OF COMPLIANCE CERTIFICATE
 To:          Nedbank Limited (acting through its Nedbank Capital division) (as "Lender")
              135 Rivonia Road
              Sandown
              2196 Attention: [o]
 And to:      [o]
                   (as Lender)
 And to:      [insert]
 [Date]
 Dear Sirs
 SENIOR FACILITY AGREEMENT ENTERED INTO BETWEEN inter alia NEDBANK LIMITED
 (ACTING THROUGH ITS NEDBANK CAPITAL division), HARMONY GOLD MINE LIMITED
 ("BORROWER") AND VARIOUS SUBSIDIARIES OF THE BORROWER DATED [ ] 2007 (the
 "Facility Agreement")
1.     We refer to the Facility Agreement This is a Compliance Certificate, and
       terms used in this Compliance Certificate have the same meaning as in the
       Facility Agreement.
2.     This Compliance Certificate is in respect of the Ratio Test Period ended
       [ ] (being the Ratio Test Date), pursuant to clause 19 (Financial
       Covenant) of the CTA.
3.     We confirm that in respect of the Ratio Test Date:
                                      As Calculated                Covenant  Compliance
                                                                                      (Yes/No)
        Interest Cover Ratio
4. [We confirm that no Default is continuing.]*
* If this statement cannot be made, the Certificate should identify any Default
that is continuing and the steps, if any, being taken to remedy it.




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##### 



For and on behalf of
 HARMONY GOLD MINING COMPANY LIMITED
Name:
 Capacity:
 Who warrants his authority hereto




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##### 



SCHEDULE 9
     FORM OF LENDER'S ACCESSION UNDERTAKING
                                      ACCESSION UNDERTAKING
To:           Nedbank Limited (acting through its Nedbank Capital division)
              (as "Facility Agent")
              135 Rivonia Road
              Sandown
              2196
              Attention: [o]
From:         [Insert full name of New Lender] (the "New Lender")
[Date]
Dear Sirs
SENIOR FACILITY AGREEMENT ENTERED INTO BETWEEN inter alia NEDBANK LIMITED
(ACTING THROUGH ITS NEDBANK CAPITAL DIVISION), HARMONY GOLD MINE LIMITED
("BORROWER") AND VARIOUS SUBSIDIARIES OF THE BORROWER DATED [ ]2007 (the
"Facility Agreement")
1. We refer to the Facility Agreement
2. This is an Accession Undertaking, and terms used in this Accession
Undertaking have the same meaning as in the Facility Agreement.
3. This Accession Undertaking is delivered to Nedbank as the Facility Agent
pursuant to clause 26 (Change of Party) of the Facility Agreement
4. In consideration of the New Lender being accepted as a Lender for the
purposes of the Facility Agreement, and the other relevant Finance Documents (if
any) pursuant to the Facility Agreement, the New Lender hereby confirms that, as
from the date of acceptance of this Accession Undertaking by the Existing
Lenders, it:




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##### 



4.1           intends to be Party to the Facility
Agreement and the other relevant Finance
Documents as a Lender;
4.2 undertakes to perform all the obligations expressed in the Facility
Agreement, and the other relevant Finance Documents (if any) to be assumed by a
Lender to the extent that such obligations have been delegated to the New Lender
as described in the Cession and Delegation Agreement relating to this Accession
Undertaking;
4.3 agrees that It shall be bound by all the provisions of the Facility
Agreement and the other relevant Finance Documents (if any) as if it had been an
original party to those Finance Documents as a Lender; and
4.4 accepts the benefits conferred upon the Lenders under the Finance Documents,
including in particular the Security Documents.
5. This Accession Undertaking 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 Accession Undertaking.
6. This Accession Undertaking shall be governed by and construed in accordance
with the laws of South Africa. For and on behalf of
[NEW LENDER]
----------------------------
Name:
Capacity:
Who warrants his authority hereto
For and on behalf of
NEDBANK LIMITED (acting through its Nedbank Capital division)
(as "Facility Agent")
----------------------------
Name:
Capacity:
Who warrants his authority hereto




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##### 



SCHEDULE 10
               AGREED FORM OF CESSION AND DELEGATION AGREEMENT
THIS    SALE,    CESSION    AND    DELEGATION    AGREEMENT    is    dated       _______and made
     BETWEEN:
     (1) [.] (the "New Lender"); and
     (2) [.] (the "New Lender"); and
     (3) NEDBANK LIMITED (acting through its Nedbank Capital division) (as
"Facility Agent").
     IT IS AGREED as follow:
     1.      INTERPRETATION
     1.1 In this Agreement, unless inconsistent with the context, all
     capitalised terms shall have the respective meanings assigned to such terms
     below, all capitalised terms for which no meanings have been assigned
     herein shall have the meanings assigned to them in the Senior Facility
     Agreement, and cognate terms shall have corresponding meanings:
     1.1.1 "this Agreement" means this Agreement, together with all schedules
     and appendices hereto and any written and signed amendments to the
     aforementioned;
     1.1.2              "the Borrower" means Harmony  Gold  Mining Company Limited (Registration
     No. 1950/038232/06), a public company, incorporated under the laws of South Africa;
     1.1.3              "the Effective Date" means, notwithstanding the Signature Date [o];
     1.1.4 "Effective Date Facility Outstanding" means the aggregate principal
     amount owing by the Borrower to the Existing Lender under the Senior
     Facility Agreement as at the Effective Date which has not been prepaid or
     repaid irrevocably, unconditionally and in full;




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##### 



1.1.5              "Existing Lender" means
[o], (Registration No. [INSERT]), a [public]
      company incorporated under the laws of South Africa;
      1.1.6              "Facility AgENT" means Nedbank:
      1.1.7              "nacm" means nominal annual compounded monthly in arrear;
     1.1.8               "Nedbank" means Nedbank Limited (acting through its Nedbank Capital
..       .                division)   (Registration No.   1951/000009/06),   a   public   company
                         incorporated under the laws of South Africa, which is registered as a
                         bank in terms of the Banks Act, 1990;
      1.1.9              ":the New Lender" means [.] (Registration No. [o]), a [public] company
                         incorporated under the laws of South Africa;
     1.1.10             "Parties" Means the Existing Lender and the New Lender and "Party"
                         means, as the context requires, either of them;
     1.1.11             "the Prime Rate" means the nacm prime overdraft rate of
                        interest from time to time publicly quoted as such by
                        Nedbank, calculated on a 365 (three hundred and sixty
                        five) day factor, irrespective of whether or not the
                        year is a leap year, as certified by an manager of
                        Nedbank, whose appointment as such it shall not be
                        necessary to prove, which certificate shall serve as
                        prima facie proof of its contents;
     1.1.12             "Senior Facility Agreement" means the written agreement
                        titled the "senior Facility Agreement", entered into
                        between Nedbank, the Borrower and the Guarantors as
                        listed in Schedule 2 thereto on or about
                                     [         ] 2007
     1.1.13             "the Signature  Date" means the date of last signature of this Agreement;
     1.1.14             "the Sold Rights and Obilgations" means that amount of the Existing
                        Lender's right, title and interest:
                        1.1.14.1    under the Finance Documents insofar as they relate to the
                        Facility;
     1.1.14.2                  to the Effective Date Facility Outstandings;
                        as stipulated in Annexure "A" as being sold by the Existing Lender to the
                        New Lender;




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##### 



1. 1.15            "South Africa" means the
Republic of South Africa;
 1.1.15.1                  any reference to the singular includes the plural and vice versa;
 1.1.15.2                  any reference to natural persons includes legal persons and vice
                           versa;
 1.1.15.3                 any reference to a gender includes the other genders;
 1.1.15.4                  any reference to an enactment is to that enactment as at the Signature
                          Date and as amended or re-enacted from time to time.
 1 .2         If any definition contains a substantive provision conferring rights or  imposing
              obligations  on  any  party,  effect  shall  be  given  to it as if it a
substantive
              provision  in the  body of  this  Agreement,  notwithstanding  that it is only in
the
              definition clause.
1.3          Words and expressions defined in any sab-clause shall, for the
             purposes of the clause of which that sub-clause forms part, bear
             the meaning assigned to such words and expressions in that
             sub-clause.
1.4          The headnotes to the clauses of this Agreement have been inserted
             for reference purposes only and shall in no way govern or affect
             the interpretation hereof.
 1.5         When any number of days is prescribed, same shall be reckoned
             inclusively of the first and exclusively of the last day.
 1.6         Reference to day/s shall be construed as any day, irrespective of
             whether or not It Is a Business Day.
 1,7         Reference to month/s means a period starting on one day in a
             calendar month and ending on the day preceding the numerically
             corresponding day in the next calendar month, except that:
1.7.1               if the day preceding such numerically corresponding day is
                    not a Business Day, that period shall end on the next
                    Business Day in that next calendar month if there is one, or
                    if there is not, on the immediately preceding Business Day;
                    and
1.7.2                   if there is on numerically corresponding day in the next
                        calender month, that period shall end on the last
                        Business Day in such next calendar month;




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##### 



1.8           Reference to calendar month/s shall
be construed as one or more of
              the twelve named periods into which a year is divided in terms of
              the Gregorian calendar.
1.9           Where any act is to performed on a day which is not a Business
              Day, such act shall be performed on the Business Day immediately
              preceding such day.
 1.10         Where figures are referred to in numerals and in words, if there
              is any conflict between the two, the words shall prevail.
 2. SALE AND PURCHASE
       The Existing Lender hereby sells to the New Lender, which hereby
       purchases from the Existing inder, with effect from the Effective Date,
       the Sold Rights and Obligations
 3. PURCHASE PRICE
 3.1          As consideration for the sale of the Sold Rights and Obligations, the New
              Lender shall pay to the Existing Lender the amount of R [          ]( [
                                 ])("the purchase price") which shall be paid by
              the New Lender to the Exising Lender on the Effective Date in
              immediately available funds, free of any deductions, exchange or
              other charges by electronic transfer into the following bank
              account:
              Account name
              Bank         :
              Branch             :
              Code:
            Account Number:
3.2          The purchase price shall, if it is not paid on the Effective Date,
             bear interest from the Effective Date to the date of payment at the
             Prime Rate.
3.3          The Parties record that the sale of the Sold Rights and Obligations
             pursuant to this Agreement is the transfer of a "debt security" (as
             defined in Section 2(2) of the VAT Act) and is accordingly exempt
             from VAT under Section 12(a) of the VAT Act.
3.4          Notwithstanding the provisions of clause 3.3, if the sale of the
             Sold Rights and Obligations is subject to VAT, the purchase price
             shall be deemed to be




---



##### 



3.5          exclusive of VAT, which shall be
payable by the New Lender to the Existing
              Lender against delivery by the Existing Lender to the New Lender of a valid tax
              invoice in respect thereof.
 4. DELIVERY
4.1          Against payment by the New Leader to the Existing Lender of the purchase price as
             provided for in clause 3, and with effect on the Effective Date, the Existing Lender
             hereby;
 4.1.1              cedes, assigns and transfers the Sold Rights and Obligations to the New
                    Lender; and
 4.1.2              delegates to the New Leader all of the Existing Lender's obligations under
                    the Finance Documents to the extent related to the Sold Rights and
                    Obligations,
              without recourse to the Existing Lender.
4.2          The New Lender hereby accepts:
 4.2.1              the cession, assignment and transfer of the Sold Rights and Obligations to
                    the New Lender; and
 4.2.2              the delegation to the New Lender of the Existing Lender's
                    obligations under the Finance Documents to the extent
                    related to the Sold Rights and Obligations, which
                    obligations the New Lender hereby assumes;
              without recourse to the Existing Lender.
4.3          The New Lender hereby irrevocably binds itself in favour of the
             parties to each of the Finance Documents to the terms of the
             Finance Documents, as if it had been a party thereto and any
             Finance Party shall be entitled to accept the benefit of this
             clause 4.3 and any other benefits conferred on it in terms of this
             Agreement at any time.
4.4          It is recorded that the Obligors have, in terms of clause 26.2
             (Change of Party) of the Senior Facility Agreement, consented to
             the cession and delegation herein recorded.




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##### 



5. DELIVERY OF NOTICE
        The Facility Agent shall, within 5 (five) Business Days from the
        Effective Date, despatch written notices to the Obligors and to any
        Lender which is not a party hereto of the sale, cession, assignment and
        transfer; of the Sold Rights and Obligations Pursuant to this Agreement.
 6. REPRESENTATIONS AND WARRANTIES
  6.1         Each party represents and warrants to the other party on the
              Signature Date, the Effective Date and on each day between those
              dates that:
 6.1.1               it is a company duly organised and existing under the laws of the
                    jurisdiction in which it is incorporated;
 6.1.2               it has the power to enter into and to exercise its  rights and perform its
                     obligations under this Agreement;
 6.1.3               all corporate and other actions required to authorise the
                     execution of this Agreement by it and the performance by it
                     of its obligations under this Agreement have been duly
                     taken;
 6.1.4 the obligations expressed to be assumed by it in this agreement legal and
 valid obllgations binding on it in accordance with the respective terms
 thereof;
 6.1.5 the execution of this Agreement and the exercise by it of its rights and
 the performance of its obligations under this Agreement do not and will not
 conflict with;
 6.1 .5.1      any agreement to which it is a party or which is binding on it or any
                           of its assets;
 6.1.5.2        its coastitutive documents and  rules and regulations; or
 6.1.5.3                   any applicable law, regulation or official or judicial order,
 6.2         The Existing Lender hereby represents and warrants to the New
             Lender on the Signature Date, the Effective Date and on each day
             between those.dates that:
6.2.1              to the best of its knowledge and belief, the Finance
                   Documents have not been terminated or cancelled and are of
                   full force and effect;




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##### 



6.2.2        it has the right to sell and cede,
assign and transfer the Sold Rights and Obligations
              to the New Lender;
 6.2.3        the Sold Rights and Obligations are capable of being sold and ceded, assigned and
              transferred to the New Lender free of any encumbrances;
 6.2.4        prior to the cession, assignment and transfer of the Sold Rights
              and Obligations recorded in this Agreement, it has not ceded,
              assigned or transferred any of the Sold Rights and Obligations to
              any person;
 6.2.5        no Obligor has been released by it from its obligations under the Finance Documents,
         provided that, save as set out in this clause 6.2, the Existing Lender
         gives no representations or warranties express or implied in connection
         with the sale of the Sold Rights and Obligations pursuant to this
         Agreement.
 7. LIMITATIONS
7.1      Unless expressly agreed to the contrary in this Agreement, the Existing
         Lender makes no representation or warranty and assumes no
         responsibility to the New Lender for:
 7.1.1       the legality, validity, effectiveness, adequacy or enforceability of the Finance
             Documents or any other documents;
 7.1.2       the financial condition or creditworthiness of any Obligor:
 7.1.3       the performance and observance by any Obligor of its obligations under the Finance
             Documents or any other documents;
 7.1.4       the accuracy of any representations, warranties or statements
             (whether written or oral) by any Obligor made in or in connection
             with any of the Finance Documents or any other document.
         and any representations or warranties implied by law are excluded.
7.2      The New Lender confirms to the Existing Lender that it:
7.2.1        has made (and shall continue to make) its own independent
             investigation and assessment of the financial condition and affairs
             of the Obligors in connection with its participation in the Finance
             Documents and has not relied on any information provided to it by
             the Existing




---



##### 



7.2.2        Lender in connection with any of the
Finance Documents or on any
              representation or warranty made by the Existing Lender other than
              those set out in clause 6; and
 7.2.3        will continue to make its own independent appraisal of the
              creditworthiness of the Obligors whilst any amount is or may be
              outstanding under the Finance Documents.
 7.3     Nothing in any of the Finance Documents or this Agreement obliges the
         Existing Lender to:
 7.3.1        accept a re-transfer from the New Leader of any of the rights ceded, assigned and
              transferred and obligations delegated under this Agreement;
 7.3.2        support any losses directly or indirectly incurred by the New Lender by reason of
the
              non-performance by any Obligor of its obligations under the Finance Documents or
              otherwise; or
 7.3.3       provide the New Lender with any credit or other information
             concerning the affairs, financial condition or business of any
             Obligor or any other third party.
 8. NOTICES AND DOMICILIA
8.1      The parties choose domicilia citandi et executandi for all purposes
         under this Agreement, whether in respect of court process, notices or
         other documents or communications of whatsoever nature, the following,
         addresses:
 8.1.1       the Existing Lender at [
                                                                 ];
 8.1.2       the New Lender at [
                                                   ].
8.2      A party may change that party's address for this purpose to another
         physical address in South Africa, by notice in writing.
8.3      All notices shall be in writing and be deemed (unless the contrary is proved) to have
been
         duly given -
8.3.1        on delivery, if delivered to the addressee's physical address;




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8.3.2        on the Business Day after dispatch,
if sent to the party's then telefax number;
 8.3.3        1 (one) Business Day after delivery, if delivered by a recognised international
courier
              service to the addressee's physical address.
 8.4     Notwithstanding anything to the contrary contained in this Agreement, a
         written notice or communication actually received by one of the parties
         from another including by way of telex or facsimile transmission shall
         be adequate written notice or communication to such party.
9.   GENERAL
 9.1     No variation of this Agreement shall be of any force and effect unless
         reduced to writing and signed by the parties or their authorised
         Facility Agents.
9.2      No failure or delay on the part of a party to exercise any power, right
         or remedy under this Agreement shall operate as a waiver thereof, nor
         shall any single or partial exercise by a party of any power, right or
         remedy preclude other or further exercise thereof or the exercise of
         any power, right or remedy. The remedies provided in this Agreement are
         cumulative and are not exclusive of any remedies provided by law.
9.3      This Agreement, together with all the annexures and schedules thereto,
         constitutes the whole agreement between the parties and there are no
         warranties, promises, representations or inducements, whatsoever, which
         have been made by or on behalf of any party regarding the subject
         matter hereof, unless such warranties, promises, representations are
         contained herein.
9.4      All legal costs, charges and disbursements incurred by any party in
         successfully enforcing or defending any provisions of this Agreement or
         any claim or action thereunder, shall be payable by the unsuccessful
         party on the scale as between attorney and his own client.
9.5      Each party shall bear its own costs and expenses in connection with the
         negotiation and drafting of this Agreement.
10. GOVERNING LAW
     This Agreement and all matters or disputes incidental thereto or arising
     therefrom shall in all respects be governed by and construed in accordance
     with the laws of South Africa, including all matters of construction,
     validity and performance.




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##### 



11. COUNTERPARTS
     If any of the parties or the signatories of any of the parties signs this
     Agreement in counterparts, the counterparts, taken together, shall
     constitute one agreement.
 12. SEVERABILITY
     Each phrase, sentence, paragraph and clause in this Agreement is severable,
     the one from the other, notwithstanding the manner in which they may be
     linked together or grouped grammatically and if in terms of any judgment or
     order any phrase, sentence, paragraph or clause is found to be defective or
     unenforceable for any reason the remaining phrases, sentences, paragraphs
     and clauses as the case may be, shall nevertheless be and continue to be of
     full force and effect.
 13. COSTS
13.1     If, in any legal or arbitration proceedings relating to the enforcement
         by either party of its rights in terms of this Agreement, a court or
         arbitrator awards costs to any party, such costs shall be determined
         and recoverable on the scale as between an attorney and own client and
         shall include collection charges, the costs incurred by such party in
         endeavouring to enforce such rights prior to the institution of legal
         or arbitration proceedings and the costs incurred in connection with
         the satisfaction or enforcement of any judgement on arbitration award
         in favour of such party in relation to its rights in terms of or
         arising out of this Agreement.
13.2     Each of the parties shall bear its own costs of and incidental to the
         negotiation, preparation and signature of this Agreement.




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##### 



SIGNED at _________________________ on this the
______ day of _____________ 2007
                                                                       Name:
                                                                       Capacity:
                                                                       Who warrants his authority
                                                                       hereto




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##### 



SIGNED at _________________________ on this the
______ day of _____________ 2007
                                                                       Name:
                                                                       Capacity:
                                                                       Who warrants his authority
                                                                       hereto




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##### 



ANNEXURE "A"
          ANNEXURE "A" TO CESSION AND DELEGATION AGREEMENT
 Effective Date Facility Outstandings: R [o ]
Sold Rights AND Obligalsons to New Lender                                     :      R[o]
 Commitment of Existing Lender after the Effective Date:   R [o]




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SCHEDULE 11
 FORM OF CONFIDENTIALITY UNDERTAKING
   To:         [Insert Name Of Potential New Lender.]|
   Re:              The Agreement:
                  Borrower: Date:   Amount: Agent:
   Dear Sirs
SENIOR  FACILITY AGREEMENT   ENTERED INTO   BETWEEN   inter  alia NEDBANK CAPITAL (A DIVISION of
NEDBANK  LIMITED ),  HARMONY
   GOLD MINE  LIMITED: f("BORROWER") AND VARIOUS  SUBSIDIARIES OF THE BORROWER: DATED [   ] 2007
  We understand that you ARE CONSIDERING [ACQUIRING]1/[arranging the acquisition
  of]2 an INTEREST in The Facility (the. "Acquisition") In consideration of US
  agreeING TO make available to YOU certain INFORMATION, by YOUR signature of a
  copy of this LETTER you agree as follows:
   1.    in this letter, terms defined in the facility Agreement shall, unless
         the context otherwise requires, have the same meaning and the words and
         expressions set forth below shall bear the following meanings and
         cognate expressions shall bear corresponding meanings;
   1.1          " Confidential Information" means any informations  relating to the Borrowers,
               the Group, the Facility Agreement and/or the Acquisition provided
               to you by us or any of our affitiates or advisers, in whatever
               form, and includes information given orally and any document,
               electronic file or any other way of representing or recording
               information which contains or is derived or copied from such
               information but excludes information that:
   1         Delete if addressee is acting as broker or agent 2
   Delete ifaddressee is acting as principal




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##### 



1.1.1.             is or becomes public
knowledge other than as a direct or
                     indirect result of any breach of this letter; or
 1.1.2               is known by you before the date the information is  disclosed to you by us
                    or any of our affiliates or advisers or is lawfully obtained
                    by you thereafter, other than from a source which is
                    connected with the Group and which, in either case, as far
                    as you are aware, has not been obtained in violation of and
                    is not otherwise, subject to, any obligation of
                    confidentiality;
 1.2. "Permitted Purpose" means [subject to the terms of this letter, passing on
              information to a prospective purchaser for the purpose off
              considering and evaluating whether to enter into the Acquisition
              and.
 1.3          "Purchaser Group" means you, and each of your affiliates,
 2. confidentiality Undertaking You undertake:
2.1          undertake to keep the Confidential Information confidential and not
             to disclose it to anyone except as provided for by paragraph 2.2
             and to ensure that the Confidential Information is protected with
             security measures and a degree of care that would apply to your own
             confidential information,
2.2      Undertake to use the Confidential Information only for the Permitted Purpose,
2.3          undertake to use all reasonable endeavours to ensure that any
             person to whom you pass any Confidential information (unless
             disclosed under paragraph [2.2 or]4 2.3) acknowledges and complies
             'with the provisions of this letter as if that person were .also a
             party to it, and
2.4          confirm that all of your employees, officers and directors are
             contractually bound to maintain confidentiality and shall procure
             that.should any employee. officer or director not be so bound that
             such employee enters into a confidentiality undertaking in favour
             of the Borrower on substantially the same terms and conditions set
             out in this letter;
       3 Delete if addressee is acting as principal. 4 Delete as
       applicable.




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##### 



2.5         undertake to procure  that  each
professional advisor, shareholder and/or
             consultant enters into a confidentiality undertaking in favour of
             the Borrower on substantially the same terms and conditions as set
             out in this letter.




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##### 



3.     Permitted Disclosure
        We agree that you may disclose Confidential Information:
 3.1          to members of the Purchaser Group and their officers, directors,
              employees and professional advisers to the extent necessary for
              the Permitted Purpose and to any auditors of members of the
              Purchaser Group, to the extent that they have undertaken to keep
              the Information Confidential;
 3.2          [subject to the requirements of the Facility Agreement, in accordance with the
              Permitted Purpose so long as any prospective purchaser has delivered a letter to you
              in equivalent form to this letter.]
 3.3          subject to the requirements of the Facility Agreement, to any
              person to (or through) whom you assign or transfer (or may
              potentially assign or transfer) all or any of the rights, benefits
              and obligations which you may acquire under the Facility Agreement
              or with (or through) whom you enter into (or may potentially enter
              into) any sub-participation in relation to, or any other
              transaction under which payments are to be made by reference to,
              the Facility Agreement or the Borrowers or any member of the Group
              so long as that person has delivered a letter to you in equivalent
              from to this letter; and
 3.4          where requested or required by any court of competent jurisdiction
              or any competent judicial, governmental, supervisory or regulatory
              body;
 3.5          where required by the rules of any stock exchange on which the shares or other
              securities of any member of the Purchaser Group are listed or;
 3.6          where required by the laws or regulations of any country with jurisdiction over the
              affairs of any member of the Purchaser Group.
 4.           Notification of Required or Unauthorised Disclosure
       You agree (to the extent permitted by law) to inform us of the full
       circumstances of any disclosure under paragraph 2.4 or upon becoming
       aware that Confidential Information has been disclosed in breach of this
       letter.
 5.           Return of Copies
       If we so request in writing, you shall return all Confidential
       Informations supplied to you by us and destroy or permanently erase all
       copies of Confidential Information made by you and use all reasonable
       endeavours to ensure that anyone to whom you have supplied any
       Confidential Information destroys or permanently erases such Confidential
       Information and any copies made by them, in each case save to the extent




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##### 



that you or the recipients are required to
retain any such Confidential
        Information by any applicable law, rule or regulation or by any
        competent judicial, governmental, supervisory or regulatory body or in
        accordance with internal policy, or where the Confidential Information
        has been disclosed under paragraph 2.4.
 6.           Continuing Obligations
       The obligations in this letter are continuing and, in particular, shall
       survive the termination of any discussions or negotiations between you
       and us. Notwithstanding the previous sentence, the obligations in this
       letter shall cease:
 6.1          if you become a party to or otherwise acquire (by assignment or sub-participation)
              an interest, direct or indirect, in the Facility Agreement
 6.2          24 (twenty-four) months from the date of this letter.
 7.           No Representation, Consequences of Breach, etc
        You acknowledge and agree that neither we [nor our principal]5 nor any
        member of the Group nor any of our or their respective officers,
        employees or advisers (each a "Relevent Person"):
 7.1          make any representation or warranty, express or implied, as to, or
              assume any responsibility for the accuracy, reliability or
              completeness of any of the Confidential Information or any other
              information supplied by us or the assumptions on which it is based
              or
 7.2          shall be under any obligation to update or correct any inaccuracy
              in the Confidential Information or any other information supplied
              by us or be otherwise liable to you or any other person in respect
              to the Confidential Information or any such information; and
 7.3          we [or our principal]6 or members of the Group may be irreparably harmed by the
              breach of the terms hereof and damages may not be an adequate remedy; each Relevant
              Person may be granted an injunction or specific performance for any threatened or
              actual breach of the provisions of this letter by you.
 5       Delete if letter is sent out by the Seller rather than the Seller's broker or agent.
 6       Delete if letter is sent out by the Seller rather than the Seller's broker or agent.




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##### 



8. Sole Agreement, No Implied Terms, No Variation,
Extensions and Waivers
 8.1          This letter constitutes the sole record of the agreement between
              is and you (each, a "Party", and collectively the "Parties") in
              regard to the subject matter hereof.
 8.2          No Party shall be bound by any express or implied term,
              representation, warranty, promise or the like, not recorded in
              this letter.
 8.3          No addition to, variation or consensual cancellation of this
              letter and no extension of time, waiver or relaxation or
              suspension of any of the provisions or terms hereof shall be of
              any force or effect unless in writing and signed by or on behalf
              of all the Parties.
 8.4          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 lettter 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 letter or estop such Party
              from enforcing, at any time and without notice, strict and
              punctual compliance with each and every provision or term hereof.
9.     Inside Information
You acknowledge that some or all of the Confidential Information is or may be
price-sensitive information and that the use of such information may be
regulated or prohibited by applicable legislation relating to insider dealing
and you undertake not to use any Confidential Information for any unlawful
purpose.
10.       Nature of Undertakings
The undertakings given by you under this letter are givern to us and (without it
implying any fiduciary obligations on our part) are also given by the benefit of
[our principal]7 the Borrowers and each other member of the Group.
11.      Governing Law and Jurisdiction
 11.1         This letter (including the agreement constituted by your acknowledgment of its
terms) shall be governed by and construed in accordance with the laws of South
7      Delete if letter is sent out by the Seller rather than the Seller's broker or agent.




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##### 



1l.2         Africa and the parties submit 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 letter.
 11.3         Please acknowledge your agreement to the above by signing and returning the enclosed
              copy.




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##### 



Yours faithfully
For and on behalf of
[Seller/Seller's agent/broker]
To:              [Seller]
                 [Seller's agent/broker]
                  The Borrowers and each other member of the Group
We acknowledge and agree to the above.
For and on behalf of
[Potential Purchaser/Purchaser's agent/broker]




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##### 



SCHEDULE 12
                                   PRO FORMA MANAGEMENT ACCOUNT
Total SA summary - monthly
South Africa
        PRODUCTION                                                        Jul-07
Aug-07
        Quality ounces
      1 - Tons Milled                                                    488,215
482,764
      2 - Recovery Grade                                                    5.23
5.79
      3 - Kilograms Produced                                               2,551
2,795
      4 - Working Cost per Kg                                            121,199
107,227
      5 - Working Cost per Ton                                               633
621
        Growth projects
      6 - Tons Milled                                                    130,987
142,097
      7 - Recovery Grade                                                    5.33
5.39
      8 - Kilograms Produced                                                 698
766
      9 - Working: Cost per Kg                                           146,833
..128,836
     10 - Working Cost per Ton                                               783
695
        Leveraged ounces
     11 - Tons  Milled                                                   322,483
401,826
     12 - Recovery Grade                                                    3.78
4.10
     13 - Kilograms Produced                                               1,219
1,648
     14 - Working Cost per Kg                                            194,534
161,583
     I5 - Working Cost per Ton                                               735
663
        OpenCast
     16 -Tons Milled                                                     120,003
115,328
     17 - Recovery Grade                                                    1.66
2.12
     18 - Kilograms Produced                                              199.67
244.25
     I9 - Working Cost per Kg                                             95,847
126,072
     20 - Working Cost per Ton                                               159
267
        Surface St. Clean Up
     21 -Tons Milled                                                     762,815
733,036
     22 - Recovery Grade                                                    0.30
0.30
     23 - Kilograms Produced                                              226.29
217.74
     24 - Working Cost per Kg                                             85,775
89,682
     25 - Working Cost per Ton
25                   27
   26    Total Kilograms Produced                                       4,894.08
5,671.48
  27    R/Kg - Revenue                                                   149,071
154,803
  28    R/Kg - Working Costs                                             140,445
126,082
  29    R/Ton Working Costs                                                  377
381




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FINANCIAL
       Quality ounces
  30   - Revenue                                                               380,556
433,337
  31   - Production Costs                                                      309,215
299,705
  32
       - Total U/g Profit/(Loss)                                                71,341
133,632
       Growth projects
  33   - Revenue                                                               104,234
118,750
34 35  - Production Costs                                                      102,510
98,707
       - Total U/g Profit/(Loss)                                                 1,724
20,042
       Leveraged ounces
  36   - Revenue                                                               181,624
254,620
  37   - Production Costs                                                      237,074
266,337
  38
       - Total U/g Profit/(Loss)                                              (55,450)
(11,717)
       Opencast
  39   - Revenue                                                                29,498
37,588
  40   - Production Costs                                                       19,138
30,793
  41
       - Total U/g Profit/(Loss)                                                10,360
..6,795
       Surface
  42   - Revenue                                                                33,654
33,668
  43   - Production Costs                                                       19,410
19,527
  44
  45
       - Total Surface Profit/(Loss)                                            14,244
14,141
       Total Working Profit/(Loss)                                              42,219
162,893
       Capital expenditure
       Quality ounces
  46   - On-going development                                                   42,863
46,016
  47   - Project capital                                                        38,955
30,335
       Growth projects
  48   - On-going development                                                   10,914
12,392
  49   - Project capital                                                        70,456
64,232
       Leveraged ounces
  50   - On-going development                                                   25,243
28,179
  51   - Project capital                                                         8,665
8,385
       Opencast
  52   - Project capital                                                           439
1,903
  53   Total - OGD                                                              79,021
86,586

  54   Total - Project capital                                                 118,515
104,855




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SCHEDULE 13
                                       LAST TAX RETURN YEAR
                              Company                                 Latest submitted returns
1.   Harmony Gold Mining Company Limited                                        2001
2    Armgold                                                                    2005
3    Evander                                                                    2005
4    ARMgold /Harmony Joint Investment Company                                  2005
     ARMgold / Harmony Freegold Joint Venture
5    Company                                                                    2005
6    Avgold Limited                                                             2002
7    Randfontein Estated Limited                                                2001