EXECUTION VERSION
    REVOLVING CREDIT FACILITY
AGREEMENT  entered into between  ABSA BANK LIMITED (acting through its
Corporate and Investment Banking Division) (as Mandated Lead Arranger
and Original Lender and Hedge Provider)  and  DRDGOLD LIMITED (as Borrower)  and  Ergo Mining Proprietary Limited (as Hedge Counterparty and
Obligor)  and  THE COMPANIES LISTED
IN PART I OF SCHEDULE 1 (the Original
Guarantors)


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TABLE
OF CONTENTS  NO.
 DESCRIPTION
 PAGE NO.
 1.DEFINITIONS AND
INTERPRETATION.. 5 SECTION 2: THE FACILITIES. 40 2.THE FACILITIES. 40 3.PURPOSE. 42 4.CONDITIONS OF UTILISATION.. 42 SECTION 3:  UTILISATION.. 46 5.UTILISATION.. 46 SECTION 4:  REPAYMENT, PREPAYMENT AND
CANCELLATION.. 47 6.REPAYMENT. 47 7.PREPAYMENT AND
CANCELLATION.. 48 SECTION 5:  COSTS OF UTILISATION.. 61 8.INTEREST. 61 9.INTEREST PERIODS. 62 10.CHANGES TO THE CALCULATION
OF INTEREST. 63 11.FEES. 65 SECTION 6:  ADDITIONAL PAYMENT
OBLIGATIONS. 66 12.TAX GROSS UP AND INDEMNITIES. 66 13.INCREASED COSTS. 71 14.OTHER INDEMNITIES. 74 15.MITIGATION BY THE LENDERS. 74 16.COSTS AND EXPENSES. 75 SECTION 7:  GUARANTEE. 77 17.GUARANTEE AND INDEMNITY. 77 SECTION 8:  REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT. 83 18.REPRESENTATIONS. 83 19.INFORMATION UNDERTAKINGS. 91 20.FINANCIAL COVENANTS. 97 21.GENERAL UNDERTAKINGS. 102 22.EVENTS OF DEFAULT. 112 SECTION 9:  CHANGES TO PARTIES. 120 23.CHANGES TO THE LENDERS. 120 24.CHANGES TO THE OBLIGORS. 124 2


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SECTION 10: THE
FINANCE PARTIES. 126 25.ROLE OF THE ARRANGER.. 126 26.CONDUCT OF BUSINESS BY THE
FINANCE PARTIES. 126 SECTION 11:  ADMINISTRATION.. 127 27.PAYMENT MECHANICS. 127 28.NOTICES. 129 29.CALCULATIONS AND
CERTIFICATES. 132 30.PARTIAL INVALIDITY. 133 31.PUBLICITY. 133 32.REMEDIES AND WAIVERS. 133 33.AMENDMENTS AND WAIVERS. 134 34.CONFIDENTIALITY. 134 35.RENUNCIATION OF BENEFITS. 139 36.COUNTERPARTS. 139 37.WAIVER OF IMMUNITY. 139 38.SOLE AGREEMENT. 140 39.NO IMPLIED TERMS AND
PREVALENCE. 140 40.INDEPENDENT ADVICE. 140 SECTION 12 : GOVERNING LAW AND
ENFORCEMENT. 141 41.GOVERNING LAW.. 141 42.JURISDICTION.. 141 SCHEDULE 1 –  THE ORIGINAL PARTIES. 147 SCHEDULE 2 – CONDITIONS PRECEDENT. 148 SCHEDULE 3 – REQUESTS. 153 SCHEDULE 4 – FORM OF TRANSFER CERTIFICATE. 155 Schedule 5 –  FORM OF ACCESSION LETTER.. 158 SCHEDULE 6 – FORM OF RESIGNATION LETTER.. 158 SCHEDULE 7 – FORM OF COMPLIANCE CERTIFICATE. 160 SCHEDULE 8 – EXISTING SECURITY. 162 SCHEDULE 9 – LMA FORM OF CONFIDENTIALITY
UNDERTAKING.. 163 SCHEDULE 10 – MATERIAL COMPANIES. 170 SCHEDULE 11 – PERMITTED TRANSFEREES. 171 SCHEDULE 12 - EXISTING FINANCIAL INDEBTEDNESS. 176 SCHEDULE 13:  EXISTING INTER-COMPANY
LOANS AT 2 JULY 2018. 177 THIS AGREEMENTis
dated [•] 2018 and entered into
between: 3


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(1)DRDGold Limited (the “Borrower”); (2)The Companies listed in Part I of Schedule 1
(The Original Parties) as original guarantors (together with the Borrower, the
“Original Obligors”); and (3)Absa Bank Limited (acting through its Corporate
and Investment Banking Division) as lender (the “Mandated Lead Arranger”,
“Hedge Provider” and “Original Lender”).  4


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IT
IS AGREEDas follows:  SECTION 1: 
INTERPRETATION 1.DEFINITIONS AND
INTERPRETATION 1.1.Definitions In this
Agreement: 1.1.1.“Absa” means Absa Bank Limited (acting through its Corporate and
Investment Banking division) (registration number 1986/004794/06), a public
company and registered bank duly incorporated according to the company and
banking laws of South Africa; 1.1.2.“Acceptable Bank” means: 1.1.2.1.Absa, FirstRand Bank Limited, Investec Bank Limited, Nedbank Limited and
The Standard Bank of South Africa Limited; or 1.1.2.2.a bank or financial institution which has an international rating for
its long-term unsecured and non-credit enhanced debt obligations of A+ or
higher by Standard & Poor's Ratings Services or A1 or higher by Moody's
Investor Services Limited, or a comparable rating from an internationally
recognised credit rating agency; or 1.1.2.3.any other bank or financial institution approved by the Lender; 1.1.3."Accession Letter" means a document substantially in
the form set out in Schedule 5 (Form of Accession Letter); 1.1.4."Additional Guarantor" means a company which becomes an
Additional Guarantor in accordance with clause 24.2 (Additional
Guarantors); 1.1.5."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; 1.1.6."Agreement" means this agreement and its schedules, as
amended from time to time; 1.1.7."Auditors" means any one of KPMG,
PriceWaterhouseCoopers, Ernst & Young or Deloitte or any other firm of
auditors approved in advance by the Lender; 5


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1.1.8."Authorisation" means an authorisation, consent,
approval, resolution, licence, permit, exemption, filing, notarisation,
lodgement or registration; 1.1.9."Availability Period" means, subject to the fulfilment
of the Conditions Precedent, the period from and including Financial Close and
ending on the earlier of: 1.1.9.1.the date on which all of the commitments in relation to the Available
Facility is cancelled, in terms of this Agreement; and 1.1.9.2.the date which is 1 (one) Month prior to the Final Repayment Date; 1.1.10."Available Commitment" means the Lender’s Commitment
under the Facility minus (subject as set out below): 1.1.10.1.the amount of its participation in any outstanding Loans under the
Facility; and 1.1.10.2.in relation to any proposed Utilisation, the amount of its participation
in any Loans that are due to be made under the Facility on or before the
proposed Utilisation Date, provided
that for the purposes of calculation the Available Commitment in relation to
any proposed Utilisation under the Facility, the Loans that are due to be
repaid or prepaid on or before the proposed Utilisation Date shall not be
deducted from the Lender’s Commitment; 1.1.11."Available Facility" means, in relation to a Facility,
the aggregate for the time being of the Lender's Available Commitment; 1.1.12."Borrower"
means DRDGOLDLimited(registration number1895/000926/06), acompanyduly registered andincorporatedwith limited liabilityinaccordancewith thelawsofSouthAfrica; 1.1.13."Break
Costs" means the amount (if any) by which: 1.1.13.1.the interest
(excluding the Margin) which the Lender should have received for the period
from the date of receipt of all or any part of its participation in a Loan or
Unpaid Sum to the last day of the current Interest Period in respect of that
Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid
on the last day of that Interest Period, 6


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exceeds: 1.1.13.2.the amount which
the Lender would be able to obtain by placing an amount equal to the principal
amount 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; 1.1.14.“Break Gains”means the amount (if any) by which the amount
referred to in in clause 1.1.13.2 exceeds the amount referred to in clause
1.1.13.1; 1.1.15."Business Day" means a day (other than a Saturday, a
Sunday or official public holiday) on which banks are open for general business
in Johannesburg; 1.1.16.“Code”means the US Internal Revenue Code of 1986; 1.1.17."Commitment" means an amount of
ZAR300 000 000 (three hundred million Rand): 1.1.17.1.to the extent not cancelled, reduced or transferred by the Lender under
this Agreement, and 1.1.17.2.exclusive of any accrued and unpaid or capitalised interest; 1.1.18.“Commitment Fee”means the commitment fee computed at the rate of
35% (thirty five percent) of the applicable Margin per annum, payable by the
Borrower to the Lender, on the Available Commitment under the Facility during
the Availability Period and which fee shall accrue on a daily basis and shall
be payable on each Quarter Date; 1.1.19."Companies Act" means the Companies Act, 71 of 2008; 1.1.20."Compliance Certificate" means a certificate
substantially in the form set out in Schedule 7 (Form of Compliance
Certificate); 1.1.21."Default" means: 1.1.21.1.an Event of Default;  1.1.21.2.or any event or circumstance specified in clause 22 (Events of
Default) which would (with the expiry of any applicable grace period, the
giving of 7


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notice, the making of any determination under
the Finance Documents or any combination of any of the foregoing) be an Event
of Default; 1.1.22.“Discharge Date” means the date on which: 1.1.22.1.the Loans (other than contingent liabilities in respect of continuing
indemnities under the Finance Documents under which no claim has been made and
which remains un-charged) have been irrevocably and unconditionally finally
paid and discharged in full (whether or not as a result of enforcement); and 1.1.22.2.no Finance Party has any commitment whatsoever to provide finance or any
other form of credit support or financial accommodation to any person under the
Finance Documents; 1.1.23."Disruption Event" means either or both of: 1.1.23.1.a material disruption to those payment or communications systems or to
those financial markets which are, in each case, required to operate in order
for payments to be made in connection with the Facilities (or otherwise in
order for the transactions contemplated by the Finance Documents to be carried
out) which disruption is not caused by, and is beyond the control of, any of
the Parties; or 1.1.23.2.the occurrence of any other event which results in a disruption (of a
technical or systems-related nature) to the treasury or payments operations of
a Party preventing that, or any other Party: 1.1.23.2.1.from performing its payment obligations under the Finance Documents; or 1.1.23.2.2.from communicating with other Parties in accordance with the terms of
the Finance Documents, and
which (in either such case) is not caused by, and is beyond the control of, the
Party whose operations are disrupted; 1.1.24.“Distribution”means any payment by way of interest or principal,
dividend, capital reduction, return of capital, fee, royalty or other
distribution or payment by or on behalf 8


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of a company to
or for the account of any direct or indirect shareholder of that company or
Affiliate or direct or indirect shareholder, of that shareholder; 1.1.25."Eligible Institution" means any Lender or other bank,
financial institution, trust, fund or other entity selected by the Borrower; 1.1.26."Environment" means humans, animals, plants and all
other living organisms including the ecological systems of which they form part
and the following media: 1.1.26.1.air (including air within natural or man-made structures, whether above
or below ground); 1.1.26.2.water (including territorial, coastal and inland waters, water under or
within land and water in drains and sewers); and 1.1.26.3.land (including, land under water); 1.1.27."Environmental Claim" means any claim, proceeding,
formal notice or investigation by any person in respect of any Environmental
Law; 1.1.28."Environmental Law" means any applicable law or
regulation which relates to: 1.1.28.1.the pollution or protection of the Environment; 1.1.28.2.harm to or the protection of human health; 1.1.28.3.the conditions of the workplace; or 1.1.28.4.the generation, handling, storage, use, release, emission or spillage of
any substance which, alone or in combination with any other, is capable of
causing harm to the Environment, including any waste; 1.1.29."Environmental Permits" means any permit and other
Authorisation and the filing of any notification, report or assessment required
under any Environmental Law for the operation of the business of member of the
Group conducted on or from the properties owned or used by any member of the
Group; 1.1.30.“Ergo” means Ergo Mining Proprietary Limited (registration
number 2007/004886/07), a company duly registered and incorporated with
limited liability in accordance with laws of South Africa; 9


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1.1.31."Event
of Default" means any event or circumstance specified as
such in clause 22 (Events of Default); 1.1.32.“Existing Financial Indebtedness”means the Group’s existing
financial indebtedness as set out in Schedule 12 (Existing Financial
Indebtedness); 1.1.33.“Existing Inter-Company Loans” means the Group’s existing
inter-company loans as set out in Schedule 13 (Existing Inter-Company Loans); 1.1.34.“Existing Security”means the Group’s existing Security as set
out in Schedule 8 (Existing Security); 1.1.35."Facility" means the revolving credit facility made
available under this Agreement as described in clause 2 (The Facilities); 1.1.36.“Facility Letter” means the letter from the Original Lender to
the Borrower and the Hedge Counterparty documenting certain facilities made
available by the Original Lender, all on the terms and conditions contained
therein; 1.1.37.“FATCA” means: 1.1.37.1.sections 1471 to
1474 of the Code or any associated regulations; 1.1.37.2.any treaty, law
or regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the US and any other jurisdiction, which (in either case)
facilitates the implementation of any law or regulation referred to in
paragraph 1.1.37.1 above, or 1.1.37.3.any agreement pursuant to the implementation of any treaty, law or
regulation referred to in paragraphs 1.1.37.1 or 1.1.37.2 above with the
US Internal Revenue Service, the US government or any governmental or taxation
authority in any other jurisdiction; 1.1.38.“FATCA Deduction” means a deduction or withholding from a payment
under a Finance Document required by FATCA; 1.1.39.“FATCA Exempt Party” means a Party that is entitled to receive
payments free from any FATCA Deduction; 1.1.40."Fee Letter" means any letter or letters dated on or
about the Signature Date between the Lender and the Borrower setting out any of
the fees referred to in clause 11 (Fees); 10


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1.1.41.“Final
Repayment Date”means 2 (two) years from Financial Close; 1.1.42."Finance Document" means this Agreement, any Fee
Letter, any Subordination Agreement, any Facility Letter, any Accession Letter,
the Further Rights Letter, each Security Document, each Utilisation Request,
any Hedging Agreement, any Transfer Certificate and each Compliance Certificate
and any other document designated as such by the Lender and the Borrower; 1.1.43."Finance Parties" means the Mandated Lead Arranger and
the Lender, Hedge Provider and “FinanceParty” means each or
either of them as context may require; 1.1.44.“Financial Close”means the date on which the Lender confirms in
writing to the Borrower that all the conditions precedent have been fulfilled,
waived or deferred to the satisfaction of the Lender; 1.1.45."Financial Indebtedness" means any indebtedness for or
in respect of: 1.1.45.1.moneys borrowed; 1.1.45.2.any amount raised by acceptance under any acceptance credit facility or
dematerialised equivalent; 1.1.45.3.any amount raised pursuant to any note purchase facility or the issue of
bonds, notes, debentures, loan stock or any similar instrument; 1.1.45.4.the amount of any liability in respect of any lease or hire purchase
contract which would, in accordance with IFRS, be treated as a balance sheet
liability (other than any liability in respect of a lease or hire purchase
contract which would in accordance with IFRS in force prior to 1 January 2019,
have been treated as an operating lease); 1.1.45.5.receivables sold or discounted (other than any receivables to the extent
they are sold on a non-recourse basis); 1.1.45.6.any amount raised under any other transaction (including any forward
sale or purchase agreement) of a type not referred to any other sub-clause of
this definition having the commercial effect of a borrowing; 1.1.45.7.any Treasury Transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price (and, when calculating
the 11


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value of that derivative transaction, only the
marked to market value (or, if any actual amount is due as a result of the
termination or close-out of that derivative transaction, that amount) shall be
taken into account); 1.1.45.8.any amount
raised by the issue of shares which are redeemable; 1.1.45.9.any
counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a
bank or financial institution; 1.1.45.10.any amount of any liability under an advance or deferred purchase
agreement if one of the primary reasons behind entering into the agreement is
to raise finance or to finance the acquisition or construction of the asset or
service in question; 1.1.45.11.any amount raised under any other
transaction (including any forward sale or purchase, sale and sale back or sale
and leaseback agreement) having the commercial effect of a borrowing or
otherwise classified as borrowings under IFRS; and 1.1.45.12.the amount of any liability in respect of any guarantee or indemnity for
any of the items referred to in clauses 1.1.45.1 to 1.1.45.9; 1.1.46."Financial Year" means the annual accounting period of
the Group, ending on 30 June in each calendar year; 1.1.47.“Further Rights Letter”means a letter agreement entitled Further
Rights Letter entered into or to be entered into between the Borrower and the
Lender on or about the Signature Date; 1.1.48.“Guardrisk Cell Captive A170” means Guardrisk Insurance
Company Limited (registration number 1992/001639/06), a company duly registered
and incorporated with limited liability in accordance with laws of South
Africa; 1.1.49."Group" means the Borrower, each Subsidiary and
incorporated Joint Venture (if any) in respect of which any member of the
Group: 1.1.49.1.owns 50% (fifty percent) or more of the Shares;  12


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1.1.49.2.casts or
controls the casting of 50% (fifty percent) or more of the maximum number of
votes; or  1.1.49.3.is able to give direction with respect to the operating and financial
policies of any Joint Venture, from time to time with which the directors or
other equivalent officers of that person are obliged to comply; 1.1.50.“Group Structure Chart”means the written group structure diagram
reflecting the Group, in the agreed form and signed by a director of the
Borrower; 1.1.51."Guarantor" means an Original Guarantor or an
Additional Guarantor, unless it has ceased to be a Guarantor in accordance with
clause 24 (Changes to the Obligors); 1.1.52.“Guarantor Coverage Test”means the aggregate of turnover, EBITDA
of the Obligors (calculated on the same basis as EBITDA as defined in clause
20.1.2) and tangible assets of the Obligors (calculated on an unconsolidated
basis and excluding all intra-Group items and investments in Subsidiaries of
any member of the Group) representing at least 90% (ninety percent) of the
consolidated turnover, EBITDA and tangible assets of the Group, in each case
calculated by reference to the then most recent financial statements of each
Obligor and the then most recent financial statements of the Group; 1.1.53."Hedging Agreement" means any document or instrument
entered into between the Hedge Provider and the Hedge Counterparty or the Hedge
Provider and the Borrower in the form of a 2002 ISDA Master Agreement or a ISDA
long form confirmation, which governs the terms and conditions related to a
Treasury Transaction; 1.1.54."HedgeCounterparty" means, Ergo; 1.1.55."Hedge Provider" means, Absa; 1.1.56."Holding Company" means, in relation to a person, any
other person in respect of which it is a Subsidiary; 1.1.57."IFRS" means international accounting standards within
the meaning of the IAS Regulation 1606/2002 to the extent applicable to the
relevant financial statements; 13


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1.1.58.“Internally
Generated Cash”means funds generated from the operating activities of the
Group in the ordinary course of business but excludes, any Disposal Proceeds,
or any Insurance Proceeds and any proceeds arising from any Refinancing; 1.1.59."Interest Period" means, in relation to a Loan, each
period determined in accordance with clause 9 (Interest periods)
and, in relation to an Unpaid Sum, each period determined in accordance with
clause 8.3 (Default interest); 1.1.60."JIBAR" means, for an Interest Period of any Loan or
Unpaid Sum: 1.1.60.1.the applicable
Screen Rate; or 1.1.60.2.if no Screen Rate is available for the Interest Period of that Loan or
Unpaid Sum, the Reference Bank Rate, as of
11h00 on the Quotation Day for the offering of deposits in ZAR for a period
comparable to that Interest Period; 1.1.61."Johannesburg Interbank Market" means the South African
interbank market; 1.1.62.“Joint Venture”means any joint venture entity, whether a
company, unincorporated firm, undertaking, association, joint venture or
partnership or any other entity comprising an association of two or more
persons to undertake a business enterprise through a combination of assets
and/or expertise; 1.1.63.“JSE Limited” means the Johannesburg Stock Exchange Limited (Registration
No. 2005/022939/06) a public company with limited liability incorporated in
accordance with the company laws of South Africa and a licensed financial
exchange in terms of the Financial Markets Act, 2012; 1.1.64.“Key Management” means Niel Pretorius, Riaan Davel and any other
member of management of the Group which replaces any of the aforesaid persons
in accordance with clause 21.27; 1.1.65."Lender" means: 1.1.65.1.the Original Lender; and 1.1.65.2.any bank, financial institution, trust, fund or other entity which has
become a Party in accordance with clause 23 (Changes to the Lenders), 14


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which in each case has not ceased to be a Party in
accordance with the terms of this Agreement; 1.1.66."Loan" means: 1.1.66.1.a loan made or to be made under the Facility, or 1.1.66.2.the principal amount outstanding, for the time being, of that loan; 1.1.67.“Long Stop Date”means the period of 14 (fourteen) days from the
Signature Date or such later date as may be agreed by the Borrower and the
Lender; 1.1.68.“Mandated Lead Arranger” means Absa; 1.1.69."Margin" means 325 (three hundred and twenty five)
basis points nominal annual compounded quarterly in arrears; 1.1.70."Material Adverse Effect" means a change in any facts
and/or circumstances which have, in the reasonable opinion of the Lender, a
material adverse effect on: 1.1.70.1.the business, operations, property, assets, condition (financial
otherwise) or prospects of any member of the Group; 1.1.70.2.the ability of any Obligor to perform any of its obligations under the
Finance Documents; 1.1.70.3.the legality, validity or enforceability of any of the Finance Documents
or the rights or remedies of any Finance Party under any of the Finance
Documents; or 1.1.70.4.the legality, validity or enforceability of, or the effectiveness or
ranking of, any Security granted or purported to be granted pursuant to, any
Finance Document; 1.1.71."MaterialCompany" means: 1.1.71.1.any Obligor; 1.1.71.2.any  wholly owned Subsidiary of an Obligor  and  any member of the Group
duly registered and incorporated in accordance with laws of South Africa, whose
contribution to EBITDA (as defined in clause 20.1.2), revenue or 15


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tangible assets represents 5% (five percent) or more of
the consolidated EBITDA, revenue or tangible assets (respectively) of the Group
or designated by the Borrower as a Material Company; and 1.1.71.3.any direct and indirect Holding Company of a company referred to in 
1.1.71.1 above; 1.1.72."Month" means a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next
calendar month, except that: 1.1.72.1.(subject to clause 1.1.72.3) if the numerically corresponding day
is not a Business Day, that period shall end on the next Business Day in that
calendar month in which that period is to end if there is one, or if there is
not, on the immediately preceding Business Day; 1.1.72.2.if there is no numerically corresponding day in the calendar month in
which that period is to end, that period shall end on the last Business Day in
that calendar month; and 1.1.72.3.if an Interest
Period begins on the last Business Day of a calendar month, that Interest
Period shall end on the last Business Day in the calendar month in which that
Interest Period is to end. The above rules will only
apply to the last Month of any period; 1.1.73.“Niel Pretorius” means an adult male with South African identity
number 670325 5149 083; 1.1.74."Obligor" means the Borrower or a Guarantor or the
Hedge Counterparty; 1.1.75.“Obligors’ Agent” means the Borrower, appointed to act on behalf
of each Obligor in relation to the Finance Documents pursuant to clause 2.3; 1.1.76."OFAC" means the Office of Foreign Assets Control of
the Department of Treasury of the United States of America; 1.1.77."Original Financial Statements" means: 1.1.77.1.in relation to the Borrower, the audited consolidated financial
statements of the Group for the Financial Year ended 30 June 2017; 16


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1.1.77.2.in relation to
each Original Obligor other than the Borrower, its audited financial statements
for its Financial Year ended 30 June 2017; 1.1.78.“Original Guarantors” means the persons listed in Part 1 of
Schedule 1; 1.1.79."Original
Obligor" means the Borrower or an Original Guarantor or the Hedge
Counterparty, as the context may require; 1.1.80."Party" means a party to this Agreement, and "Parties"
some or all of them; 1.1.81."Permitted
Disposal" means any sale, lease, licence, transfer or other disposal: 1.1.81.1.of trading stock or cash made by any member of the Group in the ordinary
course of trading of the disposing party; 1.1.81.2.as a result of Security permitted in terms of clause 21.6.3; 1.1.81.3.of assets in exchange for other assets comparable or superior as to
type, value and quality; 1.1.81.4.of obsolete or redundant vehicles, property, plant and equipment for
cash; 1.1.81.5.of assets (other than shares) for cash where the higher of the
market/book value and net consideration receivable (when aggregated with the
higher of the market/book value and net consideration receivable for any other
sale, lease, license, transfer or other disposal not allowed under the
preceding clauses or as a Permitted Transaction) does not exceed ZAR30,000,000
(thirty million Rand) (or its equivalent) in total during the Term and does not
exceed ZAR15,000,000 (fifteen million Rand) (or its equivalent) in any Financial
Year of the Borrower; or 1.1.81.6.made with the consent of the Lender; 1.1.82.“Permitted Distribution” means: 1.1.82.1.a Distribution by an Obligor to another Obligor to enable it to meet its
payment obligations under the Finance Documents; 1.1.82.2.a Distribution to the Borrower by a wholly-owned Subsidiary; 1.1.82.3.a Distribution by any member of the Group to any Obligor; 17


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1.1.82.4.a Distribution
by any member of the Group that is not an Obligor to any other member of the
Group that is not an Obligor; 1.1.82.5.a Distribution by the Borrower to its Shareholders, provided that:  1.1.82.5.1.at the proposed date of that Distribution no Default is continuing or
will occur as a result of giving effect to that Distribution; and  1.1.82.5.2.there will not be a breach of clause 20 (Financial Covenants) for
the next 12 (twelve) Months following such Distribution; or  1.1.82.6.any other Distribution made with the prior written consent of the
Lender; 1.1.83.“Permitted Encumbrance” means: 1.1.83.1.any lien arising
by operation of law and in the ordinary course of trading, and not as a result
of any default or omission by any member of the Group; 1.1.83.2.any netting or set-off arrangement entered into by any member of the
Group in the ordinary course of its banking arrangements for the purpose of
netting debit and credit balances; 1.1.83.3.any payment or close out netting or set-off arrangement pursuant to any
Treasury Transaction or foreign exchange transaction entered into by a member
of the Group which constitutes Permitted Financial Indebtedness or a Permitted
Treasury Transaction; 1.1.83.4.any Security arising under: 1.1.83.4.1.any lease or hire purchase contract, a liability under which would, in
accordance with IFRS, be treated as a balance sheet liability other than a
lease or hire purchase contract which would, in accordance with IFRS in force
prior to 1 January 2019, have been treated as an operating lease; 1.1.83.4.2.any retention of title, hire purchase or conditional sale arrangement or
arrangements having a similar effect in respect of goods supplied to an Obligor
in the ordinary course of trading 18


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and on the
supplier's standard or usual terms, and not as a result of any default or
omission by that Obligor, 1.1.83.4.3.which in each case, qualifies as Permitted Financial Indebtedness; 1.1.83.5.any Security over goods and documents of title to goods under
documentary credit transactions entered into in the ordinary course of trading; 1.1.83.6.any Security over or affecting any asset acquired by a member of the
Group after the Signature Date if: 1.1.83.6.1.the Security was not created in contemplation of the acquisition of that
asset by a member of the Group; 1.1.83.6.2.the principal amount secured has not been increased in contemplation of,
or since the acquisition of that asset by a member of the Group; and 1.1.83.6.3.the Security is removed or discharged within 3 (three) Months of the
date of acquisition of such asset; 1.1.83.7.any Security over or affecting any asset of any company which becomes a
member of the Group after the Signature Date, where the Security is created
prior to the date on which that company becomes a member of the Group, if: 1.1.83.7.1.the Security was not created in contemplation of the acquisition of that
company; 1.1.83.7.2.the principal amount secured has not increased in contemplation of or
since the acquisition of that company; and 1.1.83.7.3.the Security removed or discharged within 3 (three) Months of that
company becoming a member of the Group; 1.1.83.8.any Security expressly permitted in writing by the Lender; 1.1.83.9.any Security entered into pursuant to any Finance Document; 1.1.83.10.any Security set out in Schedule 8
(Existing Security); 19


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1.1.83.11.all amounts secured in favour of
Guardrisk Cell Captive A170 from time to time for guarantees issued on behalf
of any member of the Group by Guardrisk Cell Captive A170 related to
environmental claims; 1.1.83.12.all amounts standing to the credit of a trust account or in respect of
disputes surcharged secured in favour of Guardrisk Cell Captive A170 from time
to time for guarantees issued by Guardrisk Cell Captive A170 on behalf of any
member of the Group; or 1.1.83.13.any Security securing indebtedness the outstanding principal amount of
which (when aggregated with the outstanding principal amount of any other
indebtedness which has the benefit of Security given by any Obligor other than
any permitted under clauses 1.1.83.1 to 1.1.83.10 above inclusive) does not
exceed (in any currency or currencies) ZAR15 000 000 (fifteen million
Rand) for the duration of the Term; 1.1.84.“PermittedFinancial Indebtedness” means: 1.1.84.1.Financial Indebtedness arising under any of the Finance Documents; 1.1.84.2.Financial Indebtedness arising under a Permitted Loan or a Permitted
Guarantee; 1.1.84.3.Financial Indebtedness incurred with the prior written consent of the
Lender; 1.1.84.4.any Financial Indebtedness set out in Schedule 12 (Existing Financial
Indebtedness); 1.1.84.5.any indebtedness arising under any trade credit in the ordinary course
of trading activities, on the creditor’s standard or usual terms and which has
a credit term of not more than 90 (ninety) days; or 1.1.84.6.any Financial Indebtedness incurred by an Obligor or a member of the
Group and the repayment of which is subordinate to the repayment of the Loans; 1.1.85.“Permitted Guarantee” means: 1.1.85.1.the endorsement of negotiable instruments in the ordinary course of
trade; 20


---

1.1.85.2.any guarantee,
standby letters of credit, bonds or other like instruments (or any indemnities
given to an issuing bank in connection with such guarantees, standby letters of
credit, bonds or other like instruments) arising under the Finance Documents; 1.1.85.3.any performance or similar bond, indemnity or counter guarantee
guaranteeing performance by a member of the Group under any contract entered
into in the ordinary course of trade by another member of the Group; 1.1.85.4.any indemnity or counter-indemnity given by the Borrower or any Obligor
to Guardrisk Cell Captive A170 or Standard Bank Limited in respect to any
guarantee that Guardrisk Cell Captive A170 or Standard Bank Limited has issued
or may issue in the future in respect of actual or potential environmental
claims against the Group as set out in Schedule 8 (Existing Security); 1.1.85.5.any guarantee of a Joint Venture to the extent permitted by clause 21.12
(Joint Ventures); 1.1.85.6.any guarantee, standby letter of credit, bonds or other like instruments
permitted under clause 21.17 (Financial Indebtedness); 1.1.85.7.any guarantee comprising a netting or set-off arrangement entered into
by an Obligor with an Acceptable Bank in the ordinary course of its banking
arrangements for the purposes of netting debit and credit balances of other
members of the Group with that Acceptable Bank; or 1.1.85.8.any other guarantee issued with the prior written consent of the Lender; 1.1.86.“Permitted Joint Venture”means any investment in any Joint
Venture: 1.1.86.1.made in the ordinary course of business of a member of the Group; or 1.1.86.2.where it is permitted by the Lender in writing; 1.1.87.“Permitted Loan” means: 1.1.87.1.any existing
loan listed in Schedule 13 (Existing Inter-Company Loans); 1.1.87.2.any new inter-company loan that may arise as a result of the delegation
and/or set-off of any Existing Inter-Company Loans listed in Schedule 13 21


---

(Existing Inter-Company Loans), or part thereof, to
another member of the Group; 1.1.87.3.any new inter-company loan that may arise as a result of any issue of
Shares by any Obligor to its immediate Holding Company on loan account; 1.1.87.4.any new inter-company loan that may arise as a result of any issue of
Shares by any member of the Group which is not an Obligor to its immediate
Holding Company on loan account; 1.1.87.5.any loan made by a member of the Group which is not an Obligor to
another member of the Group which is not an Obligor; 1.1.87.6.a loan made by an Obligor to another Obligor; 1.1.87.7.any loan made
that may result from the sweeping of internally generated cash, Excluded
Disposal Proceeds or Excluded Insurance Proceeds to the central treasury
function of the Group; 1.1.87.8.any loan made by an Obligor to a member of the Group which is not an
Obligor (other than any Existing Inter-Company Loans) so long as the aggregate
amount of the Financial Indebtedness under any such loans does not exceed
ZAR25,000,000 (twenty five million Rand) (or its equivalent) in total during
the Term; 1.1.87.9.a loan which is a Permitted Shareholder Loan; or 1.1.87.10.any loans or credit permitted by the Lender in writing; 1.1.88.“Permitted Share Issue” means: 1.1.88.1.any issue of Shares by the Borrower to any of its Shareholders provided
that no Change of Control occurs; 1.1.88.2.any issue of Shares by any Obligor to its immediate Holding Company; 1.1.88.3.any issue of
Shares by any member of the Group which is not an Obligor to its immediate
Holding Company; or 1.1.88.4.any issue of Shares pursuant to the Sibanye Transaction; 22


---

1.1.89.“Permitted
Shareholder Loan” means: 1.1.89.1.any Shareholder Loan which constitutes Subordinated Debt; or 1.1.89.2.any other Shareholder Loan made or borrowed with the prior written
consent of the Lender; 1.1.89.3.any loan contemplated in clause 1.1.88.3; 1.1.90.“Permitted Transaction” means: 1.1.90.1.any disposal required, Financial Indebtedness incurred, guarantee,
indemnity or Security given, or other transaction arising, under the Finance
Documents; 1.1.90.2.the solvent liquidation or reorganisation of any member of the Group
provided that any payments or assets distributed as a result of such
liquidation or reorganisation are distributed to an Obligor; or 1.1.90.3.transactions other than: 1.1.90.3.1.any sale, lease, license, transfer or other disposal; and 1.1.90.3.2.the granting or creation of Security or the incurring or permitting to
subsist of Financial Indebtedness, conducted
in the ordinary course of trading on arm’s length terms; 1.1.90.4.any transaction with the prior written consent of the Lender; and 1.1.90.5.the Sibanye Transaction; 1.1.91.“Permitted Transferees” means any person listed as a permitted
transferee in Schedule 11 (Permitted Transferees); 1.1.92.“Permitted Treasury Transaction” means: 1.1.92.1.a
Treasury Transaction entered into with the prior written approval of the Lender; 1.1.92.2.a
Treasury Transaction documented by a Hedging Agreement; and 23


---

1.1.92.3.any Treasury Transaction entered into for the hedging of actual
or projected real exposures arising in the ordinary course of trading
activities of a member of the Group and not for speculative purposes; 1.1.93.“Pledge and Cession in Security Agreement” means the pledge and
cession in security agreement entered into or to be entered into on or about
the Signature Date between the Lender and the Borrower; 1.1.94."Quotation Day" means, in relation to any period for which
an interest rate is to be determined, the first day of that period unless
market practice differs in the Johannesburg Interbank Market, in which case the
Quotation Day will be determined by the Lender in accordance with market
practice in the Johannesburg Interbank Market (and if quotations would normally
be given by leading banks in the Johannesburg Interbank Market on more than one
day, the Quotation Day will be the last of those days); 1.1.95."Reference Banks" means the principal Johannesburg
offices of Absa, FirstRand Bank Limited, Nedbank Limited and The Standard Bank
of South Africa Limited or such other banks as may be appointed by the Lender
in consultation with the Borrower; 1.1.96.“Reference Bank Rate”means the arithmetic mean of the rates
(rounded upwards to 4 decimal places) as supplied to the Lender, at its
request, quoted by the Reference Banks to leading banks in the Johannesburg
Interbank Market; 1.1.97.“Refinancing”means the repayment, prepayment, cancellation or
replacement of the Facility (in whole) funded, directly or indirectly, by way
of the incurrence by the Borrower and/or any other member of the Group of
indebtedness or the issue of Shares by the Borrower or any other member of the
Group andRefinanceandRefinancedshall be construed
accordingly; 1.1.98."Repeating Representations" means each of the
representations set out in clause 18.1 (Status) to clause 18.6
(Authorisations), clause 18.10 (No Default), clause 18.11 (No
misleading information)), clause 18.12 (Financial statements)),
clause 18.18 (No breach of laws), clause 18.20 (Authorised
signatories), clause 18.21 (No immunity) and clause 18.26 (Ranking); 1.1.99.“Resignation Letter” means a letter substantially in the form set
out in Schedule 6 (Form of Resignation Letter); 24


---

1.1.100.“Riaan Davel” means an
adult male with South African identity number 750928 5091 081; 1.1.101."Rollover Loan" means one or more Loans: 1.1.101.1.made or to be made on the same day that a maturing Loan is due to be
repaid; 1.1.101.2.the aggregate amount of which is equal to or less than the amount of the
maturing Loan; and 1.1.101.3.made or to be made for the purpose of refinancing a maturing Loan; 1.1.102."Sanctioned Entity"
means: 1.1.102.1.a person, sovereign, country or
territory which is listed on a Sanctions List or is subject to Sanctions; or 1.1.102.2.a person which is ordinarily resident in a country or territory which is
listed on a Sanctions List or is subject to Sanctions; 1.1.103."Sanctioned Transaction" means the use of the proceeds
of a Facility or Treasury Transaction for the purpose of financing or providing
any credit, directly or indirectly, to: 1.1.103.1.a Sanctioned Entity; or 1.1.103.2.any other person or entity, if a member of the Group has actual
knowledge that the person or entity proposes to use the proceeds of the
financing or credit for the purpose of financing or providing any credit,
directly or indirectly, to a Sanctioned Entity, in each
case to the extent that to do so is prohibited by, or would cause any breach
of, Sanctions; 1.1.104."Sanctions" means trade, economic or financial
sanctions, laws, regulations, embargoes or restrictive measures imposed,
administered or enforced from time to time by any Sanctions Authority; 1.1.105."Sanctions Authority" means:  25


---

1.1.105.1.the United Nations; 1.1.105.2.the European Union; 1.1.105.3.the Council of Europe (founded under the Treaty of London, 1946); 1.1.105.4.the government of the United States of America; 1.1.105.5.the government of the United
Kingdom; 1.1.105.6.the government of the Republic of France, 1.1.105.6.1.any of their governmental authorities and agencies, including, without
limitation, the Office of Foreign Assets Control for the US Department of
Treasury (OFAC), the US Department of Commerce, the US State Department
or the US Department of the Treasury, Her Majesty's Treasury (HMT) and
the French Ministry of Finance (MINEFI); 1.1.106."Sanctions List" means: 1.1.106.1.the SDN List maintained by OFAC; 1.1.106.2.the Consolidated List of Financial Sanctions Targets and the Investments
Ban List maintained by Her Majesty's treasury; and 1.1.106.3.any similar list maintained, or a public announcement of a Sanctions
designation made by any Sanctions Authority, in each
case as amended, supplemented or substituted from time to time; 1.1.107."Screen Rate" means the mid-market rate for deposits in
ZAR for the relevant period which appears on the Reuters Screen SAFEY Page
alongside the caption "YLD" at the applicable time (or any
replacement Reuters page which displays that rate, or on the appropriate page
of such other information service which publishes that rate from time to time
in place of Reuters). If such page or service ceases to be available, the
Lender may specify another page or service displaying the appropriate rate
after consultation with the Borrower; 1.1.108."SDN List" means the Specially Designated Nationals and
Blocked Persons List, as published by OFAC from time to time, and available on
the world-wide internet at the 26


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following website -
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html or any official
successor website, which identifies terrorist organisations, individual
terrorists and states which sponsor terrorism that are, in each instance,
restricted from doing business with the United States of America or American companies
or Americans; 1.1.109."Security" means a mortgage bond, notarial bond,
cession in security, pledge, hypothec, lien, charge, assignment or other
security interest securing any obligation of any person or any other agreement
or arrangement having a similar effect; 1.1.110."Security Document" means each of the documents listed
as being a Security Document in clause 2.3 of Part I of Schedule 2
(Conditions precedent) together with any other document entered into by any
Obligor creating or expressed to create any Security over all or any part of
its assets in respect of the obligations of any of the Obligors under any of
the Finance Documents; 1.1.111.“Shareholder”means any direct or indirect holder (whether
beneficial, legal or registered) of Shares or any Affiliate of any direct or
indirect (whether beneficial, legal or registered) holder of Shares; 1.1.112.“Shareholder Loan”means any loan made or to be made to an
Obligor by or on behalf of a Shareholder and any other indebtedness owing on
loan account by an Obligor to a Shareholder; 1.1.113.“Shares”means, as the context may require, all or any shares in
any member of the Group from time to time; 1.1.114.“Sibanye-Stillwater” means Sibanye Gold Limited (trading as
Sibanye-Stillwater (Registration No. 2002/031431/06), a public company
duly incorporated in accordance with the laws of South Africa; 1.1.115.“Sibanye Transaction” means the transaction or series of
transactions in terms of which the Borrower acquires certain processing plants
and tailing assets through the acquisition of 100% (one hundred per cent) of
the shareholding in WRTRP from Sibanye-Stillwater in exchange for the allotment
and issue of new Shares in the Borrower to Sibanye-Stillwater and the related
transactions as fully described in the circular disseminated to the
Shareholders of the Borrower dated 26 February 2018 and available on
the Borrower’s website; 27


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1.1.116."Signature Date"
means the date upon which this Agreement is signed by the Party signing last in
time; 1.1.117."South Africa" means the Republic of South Africa; 1.1.118.“Subordination Agreement”means the subordination agreement
entered into or to be entered into on or about the Signature Date amongst the
Subordinated Parties and the Lender in terms of which the Subordinated Parties
subordinate all of their claims against each other to the claims of the Lender
under and in terms of this Agreement and the other Finance Documents, all on
the terms and conditions contained therein; 1.1.119.“Subordinated Debt”means any indebtedness incurred by any
Obligor advanced by other members of the Group, any Shareholder or any external
party (in any form whatsoever), the right to the repayment of, or any payment
(including interest or other amounts due thereunder) in respect of, which has
been subordinated to the claims of the Finance Parties under the Finance
Documents in accordance with the terms of the Subordination Agreement or
otherwise on terms and conditions satisfactory to the Lender; 1.1.120.“Subordinated Parties”means, collectively, each Subordinated
Party as defined in the Subordination Agreement and any party who accedes to the
Subordination Agreement; 1.1.121."Subsidiary" means a "subsidiary" as defined
in the Companies Act and shall include any person who would, but for not being
a "company" under the Companies Act, qualify as a
"subsidiary" as defined in the Companies Act; 1.1.122."Tax" means any tax, levy, impost, duty or other charge
or withholding of a similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the same); 1.1.123.“Term” means the period commencing on the Signature Date and
ending on the Discharge Date; 1.1.124."Total Commitment" means a maximum aggregate Rand
amount equivalent to ZAR300 000 000 (three hundred million Rand)
provided by the Lender to the Borrower; 1.1.125."Transfer" has the meaning given to it in
clause 23.1 (Cessions and delegations by the Lenders); 28


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1.1.126."Transfer Certificate"
means a certificate substantially in the form set out in Schedule 4 (Form
of Transfer Certificate) or any other form agreed between the Lender and
the Borrower; 1.1.127.“Treasury Transaction” means any derivative transaction entered
into in connection with protection against or benefit from fluctuations in any
rate, price, index or credit rating with the Borrower or the Hedge
Counterparty; 1.1.128."Unpaid Sum" means any sum due and payable but unpaid
by an Obligor under the Finance Documents; 1.1.129."Utilisation" means a utilisation of a Facility; 1.1.130."Utilisation Date" means the date of a Utilisation,
being the date on which the relevant Loan is to be made; 1.1.131."Utilisation Request" means a notice substantially in
the form set out in Part I of Schedule 3 (Requests); 1.1.132."VAT" means (i) any value added tax as provided
for in the Value Added Tax Act, 1991, (ii) any general service tax and
(iii) any other tax of a similar nature; 1.1.133.“WRTRP” means West Rand Tailing Retreatment Project Proprietary
Limited (registration number 2017/449061/07), a company duly registered and
incorporated with limited liability in accordance with the laws of South
Africa; 1.1.134."ZAR" means South African Rand, the lawful currency of
South Africa; and 1.1.135."2002 ISDA Master Agreement" means, the 2002 version of
the ISDA Master Agreement created by the International Swaps and Derivatives
Association. 1.2.Construction 1.2.1.Unless a contrary indication appears, any reference in this Agreement
to: 1.2.1.1.any "Finance Party", any "Lender", any
"Obligor" or any "Party" shall be construed
so as to include its successors in title, permitted cessionaries and permitted
transferees; 1.2.1.2."Assets" includes present and future properties, plant,
revenues and rights of every description; 29


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1.2.1.3."Authority" includes any court or any governmental,
intergovernmental or supranational body, agency, department or any regulatory,
self-regulatory or other authority; 1.2.1.4.a "Finance Document" or any other agreement or
instrument is a reference to that Finance Document or other agreement or
instrument as amended, novated, supplemented, extended or restated; 1.2.1.5.the use of the word "including" or "include"
followed by specific examples will not be construed as limiting the meaning of
the general wording preceding it, and theeiusdem generisrule must not
be applied in the interpretation of such general wording or such specific
examples; 1.2.1.6."Indebtedness" includes any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent; 1.2.1.7.a "Person" includes any individual, firm, company,
corporation, government, state or agency of a state or any association, trust,
joint venture, consortium or partnership (whether or not having separate legal
personality); 1.2.1.8.a "Regulation" includes any regulation, rule, official
directive, request or guideline (whether or not having the force of law) of any
governmental, intergovernmental or supranational body, agency, department or of
any regulatory, self-regulatory or other authority or organisation; 1.2.1.9.a provision of law is a reference to that provision as amended or
re-enacted; 1.2.1.10.an expression
which denotes: 1.2.1.10.1.any gender includes the other genders; 1.2.1.10.2.a natural person includes an artificial or juristic person and vice
versa; and 1.2.1.10.3.the singular includes the plural and vice versa; and 1.2.1.11.a time of day is a reference to Johannesburg time. 1.2.2.Section, clause and Schedule headings are for ease of reference only. 30


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1.2.3.Unless a contrary indication appears, a term used in any other Finance
Document or in any notice given under or in connection with any Finance
Document has the same meaning in that Finance Document or notice as in this
Agreement. 1.2.4.Where any term is defined within a particular clause other than
clause 1.1, that term shall bear the meaning ascribed to it in that clause
wherever it is used in this Agreement. 1.2.5.A Default (other than an Event of Default) is "continuing"
if it has not been remedied or waived and an Event of Default is "continuing"
if it has not been waived. 1.2.6.The rule of construction that, in the event of ambiguity, a contract
shall be interpreted against the party responsible for the drafting thereof,
shall not apply in the interpretation of the Finance Documents. 1.2.7.The expiry or termination of any Finance Documents shall not affect
those provisions of the Finance Documents that expressly provide that they will
operate after any such expiry or termination or which of necessity must
continue to have effect after such expiry or termination, notwithstanding that
the clauses themselves do not expressly provide for this. 1.2.8.The Finance Documents shall to the extent permitted by applicable law be
binding on and enforceable by the administrators, trustees, permitted
cessionaries, business rescue practitioners or liquidators of the Parties as
fully and effectually as if they had signed the Finance Documents in the first
instance and reference to any Party shall be deemed to include such Party's
administrators, trustees, permitted cessionaries, business rescue practitioners
or liquidators, as the case may be. 1.2.9.Where figures are referred to in numerals and in words in any Finance
Document, if there is any conflict between the two, the words shall prevail. 1.2.10.Unless a contrary indication appears, where any number of days is to be
calculated from a particular day, such number shall be calculated as including
that particular day and excluding the last day of such period. 1.3.Third party rights 1.3.1.Except as expressly provided for in this Agreement or in any other
Finance Document, no provision of any Finance Document constitutes a
stipulation for the benefit of any person who is not a party to that Finance
Document. 31


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1.3.2.Notwithstanding any term of any Finance Document, the consent of any
person who is not a party to that Finance Document is not required to rescind
or vary that Finance Document at any time except to the extent that the
relevant variation or rescission (as the case may be) relates directly to the
right conferred upon any applicable third party under a stipulation for the
benefit of that party that has been accepted by that third party. 1.3.3.  32


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SECTION 2: THE FACILITIES 2.THE FACILITIES 2.1.The Facilities Subject
to the terms of this Agreement, the Lender makes available to the Borrower a
ZAR revolving credit facility in an aggregate amount equal to the Total
Commitment. 2.2.Finance Parties' rights and obligations 2.2.1.The obligations of each Finance Party under the Finance Documents are
separate and independent. Failure by a Finance Party to perform its obligations
under the Finance Documents does not affect the obligations of any other Party
under the Finance Documents. No Finance Party is responsible for the
obligations of any other Finance Party under the Finance Documents. 2.2.2.The rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the
Finance Documents to a Finance Party from an Obligor shall be a separate and
independent debt. 2.2.3.A Finance Party may, except as otherwise stated in the Finance
Documents, separately enforce its rights under the Finance Documents. 2.3.Obligors’ Agent 2.3.1.Each Obligor (other than the Borrower) by its execution of this
Agreement or an Accession Letter irrevocably appoints the Borrower (acting
through one or more authorised signatories) to act on its behalf as its agent
in relation to the Finance Documents and irrevocably authorises: 2.3.1.1.the Borrower on its behalf to supply all information concerning itself
contemplated by this Agreement to the Finance Parties (and to give all notices
and instructions), to execute on its behalf any Accession Letter, to make such
agreements and to effect the relevant amendments, supplements and variation
capable of being given, made or effected by any Obligor notwithstanding that
they may affect the Obligor, without further reference to or the consent of that
Obligor; and 33


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2.3.1.2.each Finance Party to give any notice, demand or other communication
intended for that Obligor pursuant to the Finance Documents to the Borrower, and in
each case the Obligor shall be bound as though the Obligor itself had given the
notices and instructions (including, without limitation, the Utilisation
Requests) or executed or made the agreements or effected the amendments,
supplements or variations, or received the relevant notice, demand or other
communication. 2.3.2.Every act, omission, agreement, undertaking, settlement, waiver,
amendment, supplement, variation, notice or other communication given or made
by the Obligors’ Agent, or given to the Obligors’ Agent under any Finance
Document on behalf of another Obligor or in connection with an Finance Document
(whether or not  known to any other Obligor and whether occurring before or
after such other Obligor became an Obligor under any Finance Document) shall be
binding for all purposes on that Obligor as if that Obligor had expressly made,
given or concurred with it. In the event of any conflict between any notices or
other communications of the Obligors’ Agent and any other Obligor, those of the
Obligors’ Agent shall prevail. 3.PURPOSE 3.1.Purpose The Borrower shall utilise the Facility for the purpose
of: 3.1.1.funding the capital expenditure for Phase 1 of the West Rand Tailing
Retreatment Project, and/or 3.1.2.the Group’s working capital requirements. 3.2.Monitoring No
Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement. 4.CONDITIONS OF
UTILISATION 4.1.Initial Conditions Precedent The
Borrower may not deliver a Utilisation Request unless the Lender has received
all of the documents and other evidence listed in Part I of
Schedule 2 (Conditions Precedent) in form 34


---

and
substance satisfactory to the Lender. The Lender shall notify the Borrower as
soon as reasonably possible after having been so satisfied. 4.2.Further conditions precedent The
Lender will only be obliged to comply with clause 5.4 (Lender’s
participation) if on the date of the Utilisation Request and on the
proposed Utilisation Date: 4.2.1.in the case of a Rollover Loan, no Event of Default is continuing or
would result from the proposed Loan and, in the case of any other Loan, no
Default is continuing or would result from the proposed Loan; 4.2.2.the Repeating Representations to be made by each Obligor are true in all
material respects; and 4.2.3.in respect of the first Utilisation only: 4.2.3.1.the Original Lender has received a letter from Sibanye Gold Limited
(trading as Sibanye-Stillwater) and the Borrower, confirming that the effective
date, as defined in the Sibanye Transaction documents, has been reached and
that the Sibanye Transaction has been finalised; 4.2.3.2.WRTRP has become a wholly owned Subsidiary of the Borrower and has
acceded to the this Agreement as a Guarantor; 4.2.3.3.the Borrower has delivered the following documents to the Original
Lender in a form and substance satisfactory to the Original Lender: 4.2.3.3.1.the original share certificates in respect of the pledged shares in
WRTRP; 4.2.3.3.2.the original share transfer forms signed by the pledgor of the pledged
shares and blank as to transferee; and 4.2.3.3.3.a resolution of the directors of WRTRP acknowledging such pledge and
agreeing to give effect to any transfer of the pledged shares pursuant to the
terms of such pledge. 4.3.Waiver or deferral of Conditions Precedent 35


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4.3.1.Each condition precedent referred to in clause 4 (Conditions of
Utilisation) is for the benefit solely of the Finance Party. The Lender
may, by written notice to the Borrower, waive or defer delivery of any
condition precedent, in whole or in part, and subject to such other conditions
(if any) as it may determine. 4.3.2.If the Lender advances any Loan under the Facility in circumstances
where the Lender was not obliged to advance such a Loan because of a condition
referred to in or contemplated by clause 4.1 (Initial conditions precedent)
or clause 4.2 (Further conditions precedent) not having been satisfied,
waived or deferred pursuant to this clause 4.3 (Waiver or deferral of
conditions precedent): 4.3.2.1.such advance shall constitute a valid advance of such Loan made subject
to and in accordance with the provisions of this Agreement and the other
relevant Finance Documents; 4.3.2.2.the Financial Close date shall have occurred on the date of such
advance; and 4.3.2.3.this Agreement and the other Finance Documents will have become
unconditional, without
prejudice to the right of the Lender to require subsequent fulfilment of such
condition in a written notice to this effect, delivered at any time and unless
otherwise specified in such written notice, such condition shall be fulfilled
by the relevant Obligor or Obligors, as the case may be, within 5 (five)
Business Days of the date of such written notice. A failure to fulfil any
condition within the stipulated time shall constitute an Event of Default. 4.4.Maximum number of Loans The
Borrower may not deliver a Utilisation Request if as a result of the proposed
Utilisation more than 3 (three) Loans would have been advanced in any Month. 4.5.Failure to close If Financial Close has not occurred by the Long Stop
Date (or such later date as may be agreed by the Borrower and the Lender), the
Total Commitments shall immediately, automatically and without a requirement
for notice to be given to any person, be cancelled and reduced to zero.   36


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37


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SECTION 3: 
UTILISATION 5.UTILISATION 5.1.Delivery of a Utilisation Request A
Borrower may utilise a Facility by delivery to the Lender of a duly completed
Utilisation Request not later than 11h00, 2 (two) Business Days before the
Utilisation Date for a proposed Loan. 5.2.Completion of a Utilisation Request 5.2.1.Each Utilisation Request is irrevocable and will not be regarded as
having been duly completed unless: 5.2.1.1.the proposed Utilisation Date is a Business Day within the Availability
Period applicable to the Facility; and 5.2.1.2.the currency and amount of the Utilisation comply with clause 5.3 (Currency
and amount). 5.2.2.Only one Loan may be requested in each Utilisation Request. 5.3.Currency and amount 5.3.1.The currency specified in a Utilisation Request must be ZAR. 5.3.2.The amount of a proposed Loan must be an amount which is not more than
the Available Facility and which is a minimum of ZAR 5,000,000 (five million
Rand) or, if less, the Available Facility. 5.4.Lender’s participation If the conditions set out in this Agreement have been
met the Lender shall advance and make each Loan available by the Utilisation
Date. 5.5.Cancellation of Commitment The
Commitments which, at that time, are unutilised shall be immediately cancelled
at the end of the Availability Period.   38


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SECTION 4:  REPAYMENT, PREPAYMENT AND
CANCELLATION 6.REPAYMENT 6.1.Repayment of Loans 6.1.1.The Borrower shall repay each Loan on the last day of its Interest
Period. 6.1.2.Without prejudice to the Borrower's obligation under clause 6.1.1,
if one or more Loans are to be made available to the Borrower: 6.1.2.1.on the same day that a maturing Loan is due to be repaid by the
Borrower; and 6.1.2.2.in whole or in part for the purpose of refinancing the maturing Loan, the
aggregate amount of the new Loans shall be treated as if applied in or towards
repayment of the maturing Loan, 6.1.2.3.if the amount of the maturing Loan exceeds the aggregate amount of the
new Loans: 6.1.2.3.1.the Borrower will only be required to pay an amount in cash in the
relevant currency equal to that excess; and  6.1.2.3.2.the Lender’s participation in the new Loans shall be treated as having
been made available and applied by the Borrower in or towards repayment of the
Lender’s participation in the maturing Loan and the Lender will not be required
to make its participation in the new Loans available in cash; 6.1.2.4.if the amount of the maturing Loan is equal to or less than the
aggregate of the new Loans: 6.1.2.4.1.the Borrower will not be required to make any payment in cash; and 6.1.2.4.2.the Lender will be required to make its participation in the new Loans
available in cash only to the extent that its participation (if any) in the new
Loans exceeds the Lender’s participation (if any) in the maturing Loan and the
remainder of the Lender’s 39


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participation in the new
Loans shall be treated as having been made available and applied by the Borrower
in or towards repayment of the Lender’s participation in the maturing Loan. 6.1.3.All amounts whatsoever owing under this Agreement shall be paid in full
by the Borrower to the Lender on the Final Repayment Date. 7.PREPAYMENT AND
CANCELLATION 7.1.Mandatory Prepayment Illegality If it
becomes unlawful in any applicable jurisdiction for the Lender to perform any
of its obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan: 7.1.1.the Lender shall promptly notify the Borrower upon becoming aware of
that event; 7.1.2.upon the Lender notifying the Borrower, the Available Commitment of the
Lender will be immediately cancelled; and 7.1.3.the Borrower shall repay all the outstanding Loans on the last day of
the Interest Period for each Loan occurring after the Lender has notified the
Borrower or, if earlier, the date specified by the Lender in the notice
delivered to the Borrower (being no earlier than the last day of any applicable
grace period permitted by law). 7.2.Mandatory Prepayment Change of control 7.2.1.If any person or group of persons acting in concert gains control of the
Borrower: 7.2.1.1.the Borrower shall promptly notify the Lender upon becoming aware of
that event; 7.2.1.2.the Lender shall not be obliged to fund a Utilisation; and 7.2.1.3.upon the Borrower notifying the Lender, the Lender shall be entitled, by
not less than 10 (ten) Business Days' notice to the Borrower, to cancel the
Total Commitments and declare all outstanding Loans, together with accrued
interest, and all other amounts accrued under the Finance Documents immediately
due and payable, whereupon the Total Commitments will be cancelled and all such
outstanding amounts will become immediately due and payable. 40


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7.2.2.For the purpose of clause 7.2.1 "control" of the
Borrower means: 7.2.2.1.the power (whether by way of ownership of shares, proxy, contract,
agency or otherwise) to: 7.2.2.1.1.for so long as the shares are listed, cast, or control the casting of,
more than 35% (thirty five percent) of the maximum number of votes that might
be cast at a general meeting of that person; or 7.2.2.1.2.if the shares are not listed, cast, or control the casting of, more than
50% (fifty per cent) of the maximum number of votes that might be cast at a
general meeting of that person; or 7.2.2.1.3.appoint or remove all, or the majority, of the directors or other
equivalent officers of that person; or 7.2.2.1.4.give directions with respect to the operating and financial policies of
the Borrower with which the directors or other
equivalent officers of the Borrower are obliged to comply; and/or 7.2.2.2.the holding of more than 50% (fifty percent) of the issued share capital
of the Borrower (excluding any part of that issued share capital that carries
no right to participate beyond a specified amount in a distribution of either
profits or capital). 7.2.3.For the purpose of clause 7.2.1, "acting in concert"
means, a group of persons who, pursuant to an agreement or understanding
(whether formal or informal), actively co-operate, through the acquisition
directly or indirectly of shares in the Borrower by any of them, either
directly or indirectly, to obtain or consolidate control of the Borrower. 7.2.4.The provisions of this clause 7.2 shall not apply to any change of
control occurring as a result of the conclusion and/or implementation of the
Sibanye Transaction. 7.3.Mandatory Prepayment Sanctions 7.3.1.If any member of the Group: 7.3.1.1.is or becomes a Sanctioned Entity; 41


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7.3.1.2.participates in any manner in any Sanctioned Transaction, the
Obligors’ Agent shall notify the Lender promptly upon becoming aware of that
event. 7.3.2.If any event contemplated by clause 7.3.1 occurs, the following
shall apply: 7.3.2.1.the Lender shall not be obliged to fund any Utilisation; 7.3.2.2.the Lender shall, by not less than 10 (ten) Business Days' notice to the
Obligors’ Agent, cancel the Total Commitments and declare all outstanding
Loans, together with accrued interest, and all other amounts accrued under the
Finance Documents immediately due and payable, whereupon the Total Commitments
will be cancelled and all such outstanding amounts will become immediately due
and payable. 7.4.Mandatory prepayments pursuant to disposals 7.4.1.For the purpose of this clause 7.4: 7.4.1.1.“Disposal Proceeds”means the cash consideration received
(including any amount owing to and set off by any purchaser) by any member or
members of the Group for any disposal made by any member of the Group to any
person who is not a member of the Group, or of all or part of the business,
undertaking or assets of any member of the Group (including the amount of any
inter-company debt of any member of the Group disposed of which is repaid in
cash in connection with that disposal) and after deducting: 7.4.1.1.1.any expenses incurred by any member of the Group (which remains a member
of the Group after the implementation of that disposal) with respect to that
disposal to persons who are not members of the Group; and 7.4.1.1.2.any Tax incurred and required to be paid by the seller in connection
with that disposal (as reasonably determined by the Borrower, on the basis of
professional advice and existing rates taking account of any available credit,
deduction or allowance); 7.4.1.2.“Material Disposal Proceeds” means Disposal Proceeds other than
Excluded Disposal Proceeds; 42


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7.4.1.3.“Excluded Disposal Proceeds” means: 7.4.1.3.1.any Disposal Proceeds of a disposal under clause 1.1.81 of the
definition of “Permitted Disposal”; and 7.4.1.3.2.any Disposal Proceeds of a disposal (other than any Disposal Proceeds
arising from any disposal referred to in clause 7.4.1.3.1), which, when
aggregated with the Disposal Proceeds of all other disposals of assets by
members of the Group made at any time during the Term of the Facility, exceeds
ZAR30,000,000 (thirty million Rand), but only to the extent that those Disposal
Proceeds are reinvested in the Group within 90 (ninety) days  of receipt; 7.4.2.The Borrower shall, on any date which it receives any Material Disposal
Proceed, notify the Lender in writing (a “MaterialDisposal Proceeds
Notice”) of the amount of such Material Disposal Proceeds and shall, using
the full amount of the Material Disposal Proceeds, prepay the Loans together
with accrued unpaid interest thereon on the amount of such Material Disposal
Proceeds on the last day of the Interest Period following receipt by the
Borrower of the Material Disposal Proceeds Notice by the Lender. 7.5.Mandatory Prepayment: Insurance Proceeds 7.5.1.For the purposes of this clause 7.5: 7.5.1.1.“Insurance Proceeds”means the proceeds of any insurance claim
under any insurance maintained by any member of the Group. 7.5.1.2.“Net Insurance Proceeds” means Insurance Proceeds (other than
Excluded Insurance Proceeds) received by any member or members of the Group
after deducting any expenses in relation to that claim which are incurred by
any member of the Group to persons who are not members of the Group; 7.5.1.3.“Excluded Insurance Proceeds”means any Insurance Proceeds which
the Obligors’ Agent notifies the Lender are, or are to be, applied: 7.5.1.3.1.to meet a third-party claim against any member of the Group or any
employee, director or officer of any member of the Group; 43


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7.5.1.3.2.to cover operating losses, business interruption losses or any other
loss of revenue of any member of the Group in respect of which the relevant
insurance claim was made; 7.5.1.3.3.in the replacement, reinstatement and/or repair of the assets of the
Group or otherwise in amelioration of the loss in respect of which the relevant
insurance claim was made (or to reimburse any member of the Group for any
amount applied in replacing, reinstating and/or repairing such assets; 7.5.1.4.if: 7.5.1.4.1.such Insurance Proceeds are so applied within 90 (ninety) days of
receipt or, in the case of clause 7.5.1.3.3, such longer period as may
reasonably be required to replace, reinstate and/or repair the relevant asset
(as reasonably determined by the Borrower, on the basis of professional advice
and as evidenced by (i) a resolution of the board of directors of the Borrower
passed within thirty days of receipt (if applicable) or (ii) such other
evidence as may be available that details the manner in which such Insurance
Proceeds are to be applied); or 7.5.1.4.2.the aggregate amount of all such Insurance Proceeds received by the
Group which are not so applied does not exceed ZAR30,000,000 (thirty million
Rand). 7.5.2.The Borrower shall on any date on which it receives the Net Insurance
Proceeds, notify the Lender in writing (a “NetInsurance Proceeds
Notice”) of the amount of such Net Insurance Proceeds and shall, using the
full amount of Net Insurance Proceeds, prepay the Loans together with accrued
and unpaid interest thereon on the last day of the Interest Period following
receipt by the Borrower of the Net Insurance Proceeds Notice by the Lender. 7.6.Mandatory Prepayment: De-listing If: 7.6.1.trading in any of the securities issued by the Borrower ("Borrower
Securities") listed on any securities exchange operated by the
JSE Limited is suspended for a period 44


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exceeding 5
(five) Business Days (other than a suspension in trading which affects the trading
of some or all of the shares traded on the JSE Limited generally); or 7.6.2.the Borrower Securities cease to be listed on a securities exchange
operated by the JSE Limited or any action is taken by the Borrower or the JSE
Limited to seek such a de-listing of the Borrower Securities; 7.6.3.the Borrower shall promptly notify the Lender upon becoming aware of
that event, and the following shall apply: 7.6.3.1.the Lender shall not be obliged to fund any Utilisation; and 7.6.3.2.on not less than 2 (two) Business Days’ notice from the Lender to the
Borrower, the Available Commitment of that Lender may be cancelled, and if the
Lender so requires, the Borrower shall repay the Loans made to that Borrower on
the last day of the Interest Period for each Loan occurring after the Lender has
notified the Borrower or, if earlier, the date specified by the Lender in the
notice delivered to the Borrower (being no earlier than the last day of any
applicable grace period permitted by law). 7.7.Equity cure The
Borrower shall ensure that 100% (one hundred percent) of any Cure Amount
received by the Borrower pursuant to clause 20.4 (Equity cure) is
applied in prepaying outstanding Loans in accordance with clause 27.2 (Partial
payments) promptly upon receipt of the relevant Cure Amount but in any
event within 30 (thirty) days after the end of the Relevant Measurement Period. 7.8.Voluntary cancellation The Borrower may, if it gives the Lender not less than
5 (five) Business Days (or such shorter period as the Lender may agree) prior
written notice, cancel the whole or any part (being a minimum amount of
ZAR5,000,000 (five million Rand)) of the Available Facility. Any cancellation
under this clause 7.8 shall reduce the Commitments of the Lender rateably
under the Facility. 7.9.Voluntary prepayment of Loans 7.9.1.The Borrower may, if it gives the Lender not less than 5 (five) Business
Days (or such shorter period as the Lender may agree) prior written notice,
prepay the whole or any 45


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part of the Loan (but if in
part, being an amount that reduces the amount of the Facility by a minimum
amount of ZAR5,000,000 (five million Rand)) from Internally Generated Cash. 7.9.2.A Loan may only be voluntarily prepaid on the last day of an Interest
Period. 7.10.Refinancing 7.10.1.The Borrower may Refinance the entire amount of the Facility, if it
gives the Lender not less than 15 (fifteen) Business Days written notice to
that effect. The Borrower shall not make any prepayment in respect of a Loan
from the proceeds of a Refinancing, unless, at the same time, it repays or
prepays to the Lender the full principal amount of all the Loans which then
remain outstanding. 7.10.2.If the
Borrower elects to Refinance the Facility, it will be liable to the Lender for
the following Refinancing penalties in respect of the Facility: 7.10.2.1.1.00% (one percent) of the amount so Refinanced during the period
commencing on Financial Close and terminating on the first anniversary of the
Financial Close date (“First Anniversary”); 7.10.2.2.0.50% (zero point five percent) of the amount so Refinanced between the
period commencing on the first day following the First Anniversary until the
date falling 24 (twenty four) Months after Financial Close. 7.10.3.Clause
7.10.2 shall not be applicable if the Refinancing is made out of Internally
Generated Cash flows or where the Lender participates in the Refinancing by funding
at least 50% (fifty percent) (on a pro rata basis) of the Refinancing. 7.10.4.Save as otherwise contemplated in clause 7.10.3 above, if the
Lender participates in any Refinancing, then the Refinancing penalty payable by
the Borrower to the Lender in accordance with the provisions of
clause 7.10.2 shall be determined by reference to the difference between
the amounts outstanding under the Facility so Refinanced and the amount of the
Lender’s participation in such Refinancing. 7.10.5.Clause 7.10.2 above shall not be applicable if the Borrower Refinances
or otherwise mandatorily prepays the Loans pursuant to and in accordance with
the provisions of clause 7.11 (Right of replacement or repayment and
cancellation in relation to the Lender) below.  46


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7.11.Right of
replacement or repayment and cancellation in relation to the Lender 7.11.1.If: 7.11.1.1.any sum payable to the Lender by an Obligor is required to be increased
under clause 12.2 (Tax gross-up); 7.11.1.2.the Lender claims indemnification from the Borrower under
clause 12.3 (Tax indemnity) or clause 13.1 (Increased costs);
or 7.11.1.3.the Lender delivers a notification under clause 10.2 (Market
Disruption), the
Obligors’ Agent may, whilst the circumstance giving rise to the requirement for
that increase or indemnification continues and provided no Default is then
continuing, give the Lender notice of cancellation of the Commitment and its
intention to procure the repayment of the Loan. 7.11.2.On receipt of a notice of cancellation referred to in
clause 7.11.1, the Commitment shall immediately be reduced to zero. 7.11.3.On the last day of each Interest Period which ends after the Obligors’
Agent has given notice of cancellation under clause 7.11.1 (or, if
earlier, the date specified by the Obligors Agent in that notice), the Borrower
shall repay the Loan. 7.11.4.If: 7.11.4.1.any of the circumstance set out in clause 7.11.1 above apply to the
Lender; or 7.11.4.2.an Obligor becomes obliged to pay any amount in accordance with
clause 7.1 (Illegality) to the Lender, the
Borrower may on [5 (five)] Business Days’ prior notice to the Lender and replace
the Lender by requiring the Lender (and to the extent permitted by law, that
Lender shall) transfer pursuant to clause 23 (Changes to the Lenders)
all (and not part only) of its rights and obligations under this Agreement to
an Eligible Institution which confirms its willingness to assume and does
assume all the obligations of the transferring Lender in accordance with clause
23 (Changes to the Lenders) for a purchase price in cash payable at the
time of the transfer in an amount equal to the outstanding principal amount of
the Lender's participation in the outstanding Loans 47


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and
all accrued interest and other amounts payable in relation thereto under the
Finance Documents. 7.11.5.The replacement of a Lender pursuant to clause 7.11.4 above shall be
subject to the following conditions: 7.11.5.1.the Lender shall have no obligation to find a replacement Lender; 7.11.5.2.in no event shall the Lender replaced under clause 7.11.4 above be
required to pay or surrender any of the fees received by such Lender pursuant
to the Finance Documents; and 7.11.5.3.the Lender shall
only be obliged to transfer its rights and obligations pursuant to clause
7.11.4 above once it is satisfied that it has complied with all necessary
"know your customer" or other similar checks under all applicable
laws and regulations in relation to that transfer. 7.11.6.A Lender shall perform the checks described in clause 7.11.5.3
above as soon as reasonably practicable following delivery of a notice referred
to in clause 7.11.4 above and shall notify the Lender and the Borrower when it
is satisfied that it has complied with those checks. 7.12.Restrictions 7.12.1.Any notice of cancellation or prepayment given by any Party under this
clause 7 shall be irrevocable and, unless a contrary indication appears in
this Agreement, shall specify the date or dates upon which the relevant
cancellation or prepayment is to be made and the amount of that cancellation or
prepayment. 7.12.2.Any prepayment under this Agreement shall be made together with accrued
interest on the amount prepaid and, subject to any Break Costs. 7.12.3.Unless a contrary indication appears in this Agreement, any part of the
Facility which is prepaid or repaid may be re-borrowed in accordance with the
terms of this Agreement. 7.12.4.The Borrower shall not repay or prepay all or any part of the Loans or
cancel all or any part of the Commitments except at the times and in the manner
expressly provided for in this Agreement. 48


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7.12.5.No amount
of the Total Commitments cancelled under this Agreement may be subsequently
reinstated.   49


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SECTION 5: 
COSTS OF UTILISATION 8.INTEREST 8.1.Calculation of interest The rate
of interest on each Loan for each Interest Period is the percentage rate per
annum which is the aggregate of the applicable: 8.1.1.Margin; and 8.1.2.JIBAR. 8.2.Payment of interest The
Borrower shall pay accrued interest on the Loan on the last day of each
Interest Period. 8.3.Default interest 8.3.1.If an Obligor fails to pay any amount payable by it under a Finance
Document (other than the Hedging Agreement which contains its own default
interest provisions that will apply to Treasury Transactions entered into
thereunder) on its due date, interest shall accrue on the overdue amount from
the due date up to the date of actual payment (both before and after judgment)
at a rate which, subject to clause 8.3.2, is 2% (two percent) higher than
the rate of interest which would have been payable if the overdue amount had,
during the period of non-payment, constituted a Loan for successive Interest
Periods, each of a duration selected by the Lender
(acting reasonably). Any interest accruing under this clause 8.3 shall be
immediately payable by the Obligor on demand by the Lender. 8.3.2.If the Unpaid Sum consists of all or part of a Loan which became due on
a day which was not the last day of an Interest Period relating to that Loan: 8.3.2.1.the first Interest Period for the Unpaid Sum shall have a duration equal
to the unexpired portion of the current Interest Period relating to that Loan;
and 8.3.2.2.the rate of interest applying to the Unpaid Sum during that first
Interest Period shall be 2% (two percent) higher than the rate which would have
applied if the Unpaid Sum had not become due. 50


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8.3.3.Default interest (if unpaid) arising on any overdue amount will be
compounded with the Unpaid Sum at the end of each Interest Period applicable to
that Unpaid Sum but will remain immediately due and payable. 8.4.Notification of rates of interest The
Lender shall promptly notify the Borrower of the determination of a rate of
interest under this Agreement. 9.INTEREST PERIODS 9.1.Interest Periods 9.1.1.Each Loan has an Interest Period of 3 (three) Months. 9.1.2.An Interest Period for a Loan shall not extend beyond the Final
Repayment Date. 9.1.3.Each Interest Period for a Loan shall start on the Utilisation Date. 9.1.4.A Loan has one Interest Period only. 9.2.Non-Business Days If an
Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar
Month (if there is one) or the preceding Business Day (if there is not). 10.CHANGES TO THE CALCULATION OF INTEREST 10.1.Absence of quotations Subject
to clause 10.2 (Market Disruption), if JIBAR is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a
quotation by the noon on the Quotation Day, the JIBAR shall be determined on
the basis of the quotations of the remaining Reference Banks. 10.2.Market
Disruption If
before close of business in Johannesburg on the Quotation Day for the relevant
Interest Period for the Facility, the Original Lender receives notifications
from any other Lender or other Lenders (whose participations in a Loan exceed
30% (thirty percent) of the Loan) that the cost to it of funding its
participation in that from whatever source it may reasonably select would be 51


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in excess of JIBAR then clause 0 (Cost of funds)
shall apply to that Loan for the relevant Interest Period. 10.3.Cost of funds 10.3.1.If a Market Disruption Event occurs in relation to a Loan for any
Interest Period and this clause 0 applies, then the rate of interest on each
Lender's share of that Loan for the Interest Period shall be the percentage
rate per annum which is the sum of: 10.3.1.1.the Margin; and 10.3.1.2.the rate notified to the Lender by that Lender as soon as practicable
and in any event before interest is due to be paid in respect of that Interest
Period, to be that which expresses as a percentage rate per annum the cost to
that Lender of funding its participation in that Loan from whatever source(s)
it may reasonably select. 10.3.2.In this Agreement "Market Disruption Event" means: 10.3.2.1.at or about noon on the Quotation Day for the relevant Interest Period
JIBAR is to be determined by reference to the Reference Banks and none or only
one of the Reference Banks supplies a rate to the Lender to determine JIBAR for
the relevant Interest Period; or 10.3.2.2.beforecloseofbusinessinJohannesburgontheQuotationDayforthe relevantInterestPeriod: 10.3.2.2.1.the cost to it or them of obtaining matching deposits in the
Johannesburg Interbank Market would be in excess of JIBAR for the relevant
Interest Period; or 10.3.2.2.2.matching deposits will not be available to it or them in the
Johannesburg Interbank Market in the ordinary course of business to fund its or
their participation in that Loan for the relevant Interest Period. 10.4.Alternative
basis of interest or funding 10.4.1.If a
Market Disruption Event occurs and the Lender or the Obligors’ Agent so
requires, the Lender and the Obligors’ Agent shall enter into negotiations (for
a period of not 52


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more than 30 (thirty) days) with a
view to agreeing a substitute basis for determining the rate of interest. 10.4.2.Any alternative basis agreed pursuant clause 10.4.1 shall, with the
prior consent of the Lender and the Obligors’ Agent, be binding on all Parties. 10.5.Break Costs and Break Gains 10.5.1.The Borrower shall, within 3 (three) Business Days of demand by a
Finance Party, pay to that Finance Party its Break Costs attributable to all or
any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than
the last day of an Interest Period for that Loan or Unpaid Sum. 10.5.2.A Lender shall, within 5 (five) Business Days of demand by the Borrower,
pay to the Borrower the amount of any Break Gain which is attributable to all
or any part of the participation of the Lender in any Loan advanced under the
Facility being repaid or prepaid on a day other than an Interest Payment Date. 10.5.3.The Lender shall, as soon as reasonably practicable after a demand by
the Obligors’ Agent, provide a certificate confirming the amount of its Break
Costs or Break Gains (as applicable) for any Interest Period in which they
accrue and setting out in reasonable detail the calculation thereof. 11.FEES 11.1.Upfront fee The Borrower shall pay to the Lender a non-refundable
upfront fee in the amount and at the times agreed upon in the Fee Letter. 11.2.Commitment Fee The
Borrower shall pay to the Lender a Commitment Fee. 11.3.Legal fees The
Borrower shall pay to Poswa Inc., the pre-agreed legal fee in the amount agreed
upon between the Borrower and Poswa Inc., prior to the first Utilisation Date. 11.4.TerminationFee 53


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The Borrower shall pay to the Lender a termination fee in
the amount and at the times agreed upon in the Fee Letter.    54


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SECTION 6: 
ADDITIONAL PAYMENT OBLIGATIONS 12.TAX GROSS UP AND INDEMNITIES 12.1.Tax definitions 12.1.1.In clause 12 (Tax gross up and indemnities): 12.1.1.1."Protected Party" means a Finance Party which is or
will be subject to any liability, or required to make any payment, for or on
account of Tax in relation to a sum received or receivable (or any sum deemed
for the purposes of Tax to be received or receivable) under a Finance Document; 12.1.1.2."Tax Credit" means a credit against, relief or
remission for, or repayment of any Tax; 12.1.1.3."Tax Deduction" means a deduction or withholding for or
on account of Tax from a payment under a Finance Document, other than a FATCA
Deduction; and 12.1.1.4."Tax Payment" means either the increase in a payment
made by an Obligor to a Finance Party under clause 12.2 (Tax gross-up)
or a payment under clause 12.3 (Tax indemnity). 12.1.2.Unless a contrary indication appears, in this clause 12, a
reference to "determines" means a determination made in the
absolute discretion of the person making the determination acting reasonably. 12.2.Tax gross-up 12.2.1.Each
Obligor shall make all payments to be made by it without any Tax Deduction,
unless a Tax Deduction is required by law. 12.2.2.The Obligors’ Agent shall promptly upon becoming aware that an Obligor
must make a Tax Deduction (or that there is any change in the rate or the basis
of a Tax Deduction) notify the Lender accordingly. Similarly, a Lender shall
notify the Obligors’ Agent on becoming so aware in respect of a payment payable
to that Lender. 12.2.3.If a Tax Deduction is required by law to be made by an Obligor, the
amount of the payment due from that Obligor shall be increased to an amount
which (after making 55


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any Tax Deduction) leaves an
amount equal to the payment which would have been due if no Tax Deduction had
been required. 12.2.4.If an Obligor is required to make a Tax Deduction, that Obligor shall
make that Tax Deduction and any payment required in connection with that Tax
Deduction within the time allowed and in the minimum amount required by law. 12.2.5.Within 30 (thirty) days of making either a Tax Deduction or any payment
required in connection with that Tax Deduction, the Obligor making that Tax
Deduction shall deliver to the Lender for the Finance Party entitled to the
payment evidence reasonably satisfactory to that Finance Party that the Tax
Deduction has been made or (as applicable) any appropriate payment paid to the
relevant taxing authority. 12.3.Tax indemnity 12.3.1.Each
Obligor shall (within 3 (three) Business Days of demand by the Lender) pay to a
Protected Party an amount equal to the loss, liability or cost which that
Protected Party determines will be or has been (directly or indirectly)
suffered for or on account of Tax by that Protected Party in respect of a
Finance Document. 12.3.2.Clause 12.3.1
shall not apply: 12.3.2.1.with respect to any Tax assessed on a Finance Party under the law of the
jurisdiction in which that Finance Party is incorporated or, if different, the
jurisdiction (or jurisdictions) in which that Finance Party is treated as
resident for tax purposes if that Tax is imposed on or calculated by reference
to the net income received or receivable (but not any sum deemed to be received
or receivable) by that Finance Party; or 12.3.2.2.to the extent a loss, liability or cost is: 12.3.2.2.1.compensated for by an increased payment under clause 12.2 (Tax
gross-up); or 12.3.2.2.2.relates to FATCA Deduction required to be made by a Party. 12.3.3.A Protected Party making, or intending to make a claim under
clause 12.3.1 shall promptly notify the Lender of the event which will
give, or has given, rise to the claim, following which the Lender shall notify
the Borrower. 56


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12.3.4.A
Protected Party shall, on receiving a payment from an Obligor under this
clause 12.3, notify the Lender. 12.4.Tax Credit If an
Obligor makes a Tax Payment and the relevant Finance Party determines that: 12.4.1.a Tax Credit is attributable either to an increased payment of which
that Tax Payment forms part, or to that Tax Payment; 12.4.2.that Finance Party has obtained, utilised and retained that Tax Credit, the
Finance Party shall pay an amount to the Obligor which that Finance Party
determines will leave it (after that payment) in the same after-Tax position as
it would have been in had the Tax Payment not been required to be made by the
Obligor. 12.5.Stamp taxes Each
Obligor shall pay and (within 3 (three) Business Days of demand) indemnify each
Finance Party against, and shall pay to the relevant Finance Party, any cost,
loss or liability that Finance Party incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Finance
Document. 12.6.Value added tax 12.6.1.All amounts set out or expressed to be payable under a Finance Document
by any Party to a Finance Party which (in whole or in part) constitute the
consideration for a supply or supplies for VAT purposes shall be deemed to be
exclusive of any VAT which is chargeable on such supply or supplies, and
accordingly, subject to clause 12.6.2, if VAT is or becomes chargeable on
any supply made by any Finance Party to any Party under a Finance Document,
that Party shall pay to the Finance Party (in addition to and at the same time
as paying any other consideration for such supply) an amount equal to the
amount of such VAT (and such Finance Party shall promptly provide an
appropriate VAT invoice to such Party). 12.6.2.If VAT is
or becomes chargeable on any supply made by any Finance Party (the "Supplier")
to any other Finance Party (the "Recipient") under a Finance
Document, and any Party other than the Recipient (the "Subject Party")
is required by the terms of any Finance Document to pay an amount equal to the
consideration for such supply to the Supplier (rather than being required to
reimburse the Recipient in respect of that 57


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consideration),
such Party shall also pay to the Supplier (in addition to and at the same time
as paying such amount) an amount equal to the amount of such VAT. The Recipient
will promptly pay to the Subject Party an amount equal to any credit or
repayment obtained by the Recipient from the relevant tax authority which the
Recipient reasonably determines is in respect of such VAT. 12.6.3.Where a Finance Document requires any Party to reimburse or indemnify a
Finance Party for any costs or expenses, that Party shall reimburse or
indemnify (as the case may be) such Finance Party for the full amount of such
cost or expense, including such part thereof as represents VAT, save to the
extent that such Finance Party reasonably determines that it is entitled to
credit or repayment in respect of such VAT from the relevant tax authority. 12.7.FATCAInformation 12.7.1.Subject to
paragraph 12.7.2 below, each Party shall, within ten Business Days of a
reasonable request by another Party: 12.7.1.1.confirm to that other Party whether it is: 12.7.1.1.1.a FATCA Exempt Part; or 12.7.1.1.2.not a FATCA Exempt Party; 12.7.1.2.supply to that other Party such forms, documentation and other information
relating to its status under FATCA as that other Party reasonably requests for
the purposes of that other Party's compliance with FATCA; 12.7.1.3.supply to that other Party such forms, documentation and other
information relating to its status as that other Party reasonably requests for
the purposes of that other Party's compliance with any other law, regulation,
or exchange of information regime. 12.7.2.If a Party
confirms to another Party pursuant to paragraph 12.7.1 above that it is a FATCA
Exempt Party and it subsequently becomes aware that it is not or has ceased to
be a FATCA Exempt Party, that Party shall notify that other Party reasonably
promptly. 58


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12.7.3.Paragraphs
above shall not oblige the Lender to do anything, and paragraphs above shall
not oblige any other Party to do anything, which would or might in its
reasonable opinion constitute a breach of: 12.7.3.1.any law or regulation; 12.7.3.2.any fiduciary duty; or 12.7.3.3.any duty of confidentiality. 12.7.4.If a Party fails to confirm whether or not it is a FATCA Exempt Party or
to supply forms, documentation or other information requested in accordance
with paragraphs above (including, where paragraph above applies), then such
Party shall be treated for the purposes of the Finance Documents (and payments
under them) as if it is not a FATCA Exempt Party until such time as the Party
in question provides the requested confirmation, forms, documentation or other
information. 13.INCREASED COSTS 13.1.Increased
costs 13.1.1.Subject to clause 13.3 (Exceptions) the Borrower shall,
within 5 (five) Business Days of a demand by the Lender, pay for the account of
a Finance Party the amount of any Increased Costs incurred by that Finance
Party or any of its Affiliates as a result of: 13.1.1.1.the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation; 13.1.1.2.compliance with any law or regulation made after the Signature Date; and 13.1.1.3.the implementation or application of, or compliance with, Basel III or
any law or regulation that implements or applies Basel III (except, in each
case, to the extent that any such costs were reasonably capable of being
calculated by the relevant Finance Party as at the Signature Date or the date
on which it became a party to this Agreement).  59


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13.1.2.In
clause 13.1.2: 13.1.2.1."Increased
Costs" means: 13.1.2.1.1.a reduction in the rate of return from the Facility or on a Finance
Party's (or its Affiliate's) overall capital (including as a result of any
reduction in the rate of return on capital brought about by more capital being
required to be allocated by such Finance Party); 13.1.2.1.2.an additional or increased cost; or 13.1.2.1.3.a reduction of any amount due and payable under any Finance Document, which
is incurred or suffered by a Finance Party or any of its Affiliates to the
extent that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Finance Document;
and 13.1.2.2."Basel III" means: 13.1.2.2.1.the agreements on capital requirements, a leverage ratio and
liquidity standards contained in "Basel III: A global regulatory framework
for more resilient banks and banking systems", "Basel III:
International framework for liquidity risk measurement, standards and
monitoring" and "Guidance for national authorities operating the
countercyclical capital buffer" published by the Basel Committee on
Banking Supervision in December 2010, each as amended, supplemented or
restated; 13.1.2.2.2.the rules for global systemically important banks contained in
"Global systemically important banks: assessment methodology and the
additional loss absorbency requirement – Rules text" published by the
Basel Committee on Banking Supervision in November 2011, as amended,
supplemented or restated; and 13.1.2.2.3.any other guidance, standards or directives published by the Basel
Committee on Banking Supervision relating to "BaselIII".  60


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13.2.Increased
cost claims 13.2.1.A Finance Party intending to make a claim pursuant to clause 13.1 (Increased
costs) shall notify the Lender of the event giving rise to the claim,
following which the Lender shall promptly notify the Borrower. 13.2.2.Each Finance Party shall provide a certificate (i) confirming the amount
of its Increased Costs; (ii) setting out the details of the event giving rise
to the claim for Increased Costs; and (iii) setting out the calculation thereof
in reasonable detail. 13.3.Exceptions Clause 13.1
(Increased costs) does not apply to the extent any Increased Cost is: 13.3.1.attributable to a Tax Deduction (as defined in clause 12.3.2
(appearing under (Tax Definitions)) required by law to be made by an
Obligor; 13.3.2.attributable to a FATCA Deduction required to be made by a Party; 13.3.3.compensated for by clause 12.3 (Tax indemnity) (or would
have been compensated for under clause 12.3 (Tax indemnity) but was
not so compensated solely because any of the exclusions in clause 12.3.2
applied); or 13.3.4.attributable to the wilful misconduct or gross negligence by the
relevant Finance Party or its Affiliates of any law or regulation. 14.OTHER INDEMNITIES Environmental
indemnity Each
Obligor indemnifies each Finance Party and its officers, employees, agents and
delegates (the "Indemnified Parties") against any loss or
liability suffered or incurred by that Indemnified Party (except to the extent
caused by such Indemnified Party's gross negligence or wilful misconduct)
which: 14.1.arises by virtue of any actual breach of any Environmental Law (whether
by any Obligor, an Indemnified Party or any other person); or 14.2.arises in connection with an Environmental Claim, 61


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which relates to the Group, any assets of the Group or
the operation of all or part of the business of the Group (or, in each case,
any member of the Group) and which would not have arisen if the Finance
Documents or any of them had not been executed by that Finance Party. 15.MITIGATION BY THE
LENDERS 15.1.Mitigation 15.1.1.Each
Finance Party shall, in consultation with the Borrower, take all reasonable
steps to mitigate any circumstances which arise and which would result in any
amount becoming payable under or pursuant to, or cancelled pursuant to, any of
clause 7.1 (Illegality), clause 12 (Tax gross-up and
indemnities) or clause 13.1 (Increased costs). 15.1.2.Clause 15.1.1 does not in any way limit the obligations of any
Obligor under the Finance Documents. 15.2.Limitation of liability 15.2.1.The Borrower indemnifies each Finance Party against all costs and
expenses reasonably incurred by that Finance Party as a result of steps taken
by it under clause 15.1 (Mitigation). 15.2.2.A Finance Party is not obliged to take any steps under clause 15.1
(Mitigation) if, in the opinion of that Finance Party (acting
reasonably) to do so might be prejudicial to it. 16.COSTS AND EXPENSES 16.1.Transaction expenses The
Borrower shall promptly on demand pay the Lender the amount of all costs and
expenses (including legal fees) reasonably incurred and properly evidenced by
the Lender in connection with the negotiation, preparation, printing,
registration, execution and syndication of: 16.1.1.the Finance Documents and any other documents referred to in this
Agreement; and 16.1.2.any other Finance Documents executed after the Signature Date. 16.2.Amendment costs If: 62


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16.2.1.an Obligor
requests an amendment, waiver or consent, the Borrower shall, within 5 (five)
Business Days of demand, reimburse the Lender for the amount of all costs and
expenses (including legal fees) reasonably incurred and properly evidenced by
the Lender in responding to, evaluating, negotiating or complying with that
request or requirement; or 16.2.2.there is any change in law or any regulation which requires an
amendment, waiver or consent under the Finance Documents, the Borrower shall,
within 3 (three) Business Days of demand, reimburse each Finance Party for
the amount of all costs and expenses (including legal fees) reasonably incurred
and properly evidenced by that Finance Party in connection with evaluating,
negotiating or complying with any such requirement. 16.3.Enforcement
costs The Borrower shall, within 5 (five) Business Days of
demand, pay to each Finance Party the amount of all costs and expenses
(including legal fees on the scale as between attorney and own client whether
incurred before or after judgement) incurred and properly evidenced by that
Finance Party in connection with the enforcement of, or the preservation of any
rights under, any Finance Document.    63


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SECTION 7: 
GUARANTEE 17.GUARANTEE AND
INDEMNITY 17.1.Guaranteeand indemnity Each Guarantor irrevocably
and unconditionally jointly and severally, as a principal obligor and not
merely as a surety and on the basis of discrete obligations enforceable against
it: 17.1.1.guarantees to each Finance Party punctual performance by each other Obligor
of all that Obligor's obligations under the Finance Documents; 17.1.2.undertakes to each Finance Party that whenever an Obligor does not pay
any amount when due under or in connection with any Finance Document, that
Guarantor shall immediately on demand pay that amount as if it was the
principal obligor; and 17.1.3.agrees with each Finance Party that if any obligation guaranteed by it
is or becomes unenforceable, invalid or illegal, it will, as an independent and
primary obligation, indemnify that Finance Party immediately on demand against
any cost, loss or liability it incurs as a result of an Obligor not paying any
amount which would, but for such unenforceability, invalidity or illegality,
have been payable by it under any Finance Document on the date when it would
have been due. The amount payable by a Guarantor under this indemnity will not
exceed the amount it would have had to pay under this clause 17 (Guarantee
and Indemnity) if the amount claimed had been recoverable on the basis of a
guarantee. 17.2.Continuing guarantee This
guarantee is a continuing guarantee and will extend to the ultimate balance of
sums payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part. 17.3.Reinstatement If any payment by an Obligor or any discharge, release
or arrangement given by a Finance Party (whether in respect of the obligations
of any Obligor or any security for those obligations or otherwise) is avoided
or reduced for any reason (including, without limitation, as a result of
insolvency, business rescue proceedings, liquidation, winding-up or otherwise)
the liability of 64


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each Obligor shall continue as if the
payment, discharge, avoidance or reduction had not occurred. 17.4.Waiver of defences The
obligations of each Guarantor under this clause 17 will not be affected by
any act, omission, matter or thing which, but for this clause 17, would
reduce, release or prejudice any of its obligations under this clause 17
(without limitation and whether or not known to it or any Finance Party)
including: 17.4.1.any time, waiver or consent granted to, or composition with, any Obligor
or other person; 17.4.2.the release of any other Obligor or any other person under the terms of
any composition or arrangement with any creditor of any member of the Group; 17.4.3.the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any rights against, or
security over assets of, any Obligor or other person or any non-presentation or
non-observance of any formality or other requirement in respect of any
instrument or any failure to realise the full value of any security; 17.4.4.any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of an Obligor or any other person; 17.4.5.any amendment, novation, supplement, extension restatement (however
fundamental and whether or not more onerous) or replacement of any Finance
Document or any other document or security including any change in the purpose
of, any extension of or any increase in any facility or the addition of any new
facility under any Finance Document or other document or security; 17.4.6.any unenforceability, illegality, invalidity suspension or cancellation
of any obligation of any person under any Finance Document or any other
document or security; 17.4.7.any insolvency, liquidation, winding-up, business rescue or similar
proceedings (including receipt of any distribution made under or in connection
with those proceedings); 17.4.8.any other Finance Document not being executed by or being binding
against any other Guarantor or any other party; or 65


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17.4.9.any other
fact or circumstance arising on which a Guarantor might otherwise be able to
rely on a defence based on prejudice, waiver or estoppel. 17.5.Immediate recourse Each
Guarantor waives any right it may have of first requiring any Finance Party (or
any trustee or agent on its behalf) to proceed against or enforce any other
rights or security or claim payment from any person before claiming from that
Guarantor under this clause 17. This waiver applies irrespective of any
law or any provision of a Finance Document to the contrary. 17.6.Appropriations Until
all amounts which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in full, each
Finance Party (or any trustee or agent on its behalf) may: 17.6.1.refrain from applying or enforcing any other moneys, security or rights
held or received by that Finance Party (or agent or other person on its behalf)
in respect of those amounts, or apply and enforce the same in such manner and
order as it sees fit (whether against those amounts or otherwise) and no
Guarantor shall be entitled to the benefit of the same; and 17.6.2.hold in an interest-bearing suspense account any moneys received from
any Guarantor or on account of any Guarantor's liability under this
clause 17. 17.7.Deferral of Guarantors' rights 17.7.1.Until all amounts which may be or become payable by the Obligors under
or in connection with the Finance Documents have been irrevocably paid in full
and unless the Lender  otherwise directs, no Guarantor will exercise any rights
which it may have by reason of performance by it of its obligations under the
Finance Documents or by reason of any amount being payable, or liability
arising, under this clause 17: 17.7.1.1.to be indemnified by an Obligor; 17.7.1.2.to claim any contribution from any other guarantor or provider of
security for any Obligor's obligations under the Finance Documents; 17.7.1.3.to take the benefit (in whole or in part and whether by way of
subrogation, cession of action or otherwise) of any rights of the Finance
Parties under 66


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the Finance Documents or of any other
guarantee or security taken pursuant to, or in connection with, the Finance
Documents by any Finance Party; 17.7.1.4.to bring legal or other proceedings for an order requiring any Obligor
to make any payment, or perform any obligation, in respect of which any
Guarantor has given a guarantee, undertaking or indemnity under
clause 17.1 (Guarantee and indemnity); 17.7.1.5.to exercise any right of set-off against any Obligor; or 17.7.1.6.to claim, rank, or prove or vote as a creditor or shareholder of any
Obligor in competition with any Finance Party. 17.7.2.If a Guarantor receives any benefit, payment or distribution in relation
to such rights, it shall hold that benefit, payment or distribution to the
extent necessary to enable all amounts which may be or become payable to the
Finance Parties by the Obligors under or in connection with the Finance
Documents to be repaid in full on trust for, or otherwise for the benefit of,
the Finance Parties and shall promptly pay or transfer the same to the Lender. 17.8.Release of Guarantors' right of contribution 17.8.1.If any Guarantor (a "Retiring Guarantor") ceases to be
a Guarantor in accordance with the terms of the Finance Documents for the
purpose of any sale or other disposal of that Retiring Guarantor then on the
date such Retiring Guarantor ceases to be a Guarantor: 17.8.2.that Retiring Guarantor is released by each other Guarantor from any
liability (whether past, present or future and whether actual or contingent) to
make a contribution to any other Guarantor arising by reason of the performance
by any other Guarantor of its obligations under the Finance Documents; and 17.8.3.each other Guarantor waives any rights it may have by reason of the
performance of its obligations under the Finance Documents to take the benefit
(in whole or in part and whether by way of subrogation or otherwise) of any
rights of the Finance Parties under any Finance Document or of any other
security taken pursuant to, or in connection with, any Finance Document where
such rights or security are granted by or in relation to the assets of the
Retiring Guarantor. 67


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17.9.Additional
security 17.9.1.This
guarantee is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance Party.    68


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SECTION 8: 
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT 18.REPRESENTATIONS Each
Obligor makes the representations and warranties set out in this clause 18
to each Finance Party on the Signature Date. 18.1.Status 18.1.1.It is a corporation, duly incorporated and validly existing under the
laws of its jurisdiction of incorporation. 18.1.2.It has the power to own its assets and carry on its business as it is
being conducted. 18.2.Binding obligations 18.2.1.The obligations expressed to be assumed by it in each Finance Document
are legal, valid, binding and enforceable obligations. 18.2.2.Without limiting the generality of clause 18.2.1, each Security Document
to which it is a party created the security interests which that Security
Document purports to create and those security interests are valid and
effective. 18.3.Non-conflict with other obligations The
entry into and performance by it of, and the transactions contemplated by, the
Finance Documents do not and will not conflict with: 18.3.1.any law or regulation applicable to it; 18.3.2.its constitutional documents; or 18.3.3.any agreement or instrument binding upon it or any of its Subsidiaries
or any of its or any of its Subsidiaries' assets or constitute a default or
termination event (however described) under any such document, in each case to
an extent or in a manner which has a Material Adverse Effect or could result in
any liability on the part of a Finance Party to any third party or require the
creation of any Security over any asset in favour of a third party. 18.4.Power and authority 69


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18.4.1.It has the
power to enter into, perform and deliver, and has taken all necessary action to
authorise its entry into, performance and delivery of, the Finance Documents to
which it is a party and the transactions contemplated by those Finance
Documents. 18.4.2.No limit on its powers will be exceeded as a result of the borrowing,
grant of security or giving of guarantees or indemnities contemplated by the
Finance Documents to which it is a party. 18.5.Governing law
and enforcement 18.5.1.The choice of South African law as the governing law of the Finance
Documents will be recognised and enforced in its jurisdiction of incorporation. 18.5.2.Any judgment obtained in South Africa in relation to a Finance Document
will be recognised and enforced in its jurisdiction of incorporation. 18.6.Authorisations 18.6.1.All
Authorisations required: 18.6.1.1.to enable it lawfully to enter into, exercise its rights and comply with
its obligations in the Finance Documents to which it is a party; and 18.6.1.2.to make the Finance Documents to which it is a party admissible in
evidence in jurisdiction of incorporation, have
been obtained or effected and are in full force and effect. 18.6.2.All Authorisations material to the lawful conduct of the business, trade
and ordinary activities of each member of the Group have been obtained or
effected and are in full force and effect. 18.7.FATCA As at
the Signature Date and Financial Close, no Obligor is subject to a reporting
obligation under FATCA, except in confirming its status on a relevant W8-BEN
form to the Financing Party. 18.8.Deduction of Tax 70


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It is not required to make any deduction for or on
account of Tax from any payment it may make under any Finance Document. 18.9.No filing or stamp taxes Under
the law of its jurisdiction of incorporation it is not necessary that any of
the Finance Documents be filed, recorded or enrolled with any court or other
authority in that jurisdiction or that any stamp, registration or similar tax
be paid on or in relation to the Finance Documents or the transactions
contemplated by the Finance Documents. 18.10.No default 18.10.1.No Default or Event of Default is
continuing or might reasonably be expected to result from the entry into of, or
the performance of any transaction contemplated by, the Finance Documents. 18.10.2.No other event or circumstance is outstanding which constitutes a
default under any other agreement or instrument which is binding on it or any
of its Subsidiaries or to which its (or any of its Subsidiaries') assets are
subject which might, in the reasonable opinion of the Lender, have a Material
Adverse Effect. 18.11.No misleading information 18.11.1.Any factual information provided by any member of the Group for the
purposes of the Finance Documents was true and accurate in all material
respects as at the date it was provided or as at the date (if any) at which it
is stated. 18.11.2.The financial projections contained in the information provided to the
Lender have been prepared on the basis of recent historical information and on
the basis of reasonable assumptions. 18.11.3.No written information has been given or withheld that results in the
information or projections referred to above being untrue or misleading in any
material respect. 18.12.Financial statements 18.12.1.Its Original Financial Statements were prepared in accordance with IFRS
consistently applied, unless expressly disclosed to the Lender in writing to
the contrary before the Signature Date. 71


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18.12.2.Its Original Financial Statements
fairly represent its financial condition and operations (consolidated in the
case of the Borrower) during the relevant Financial Year, unless expressly
disclosed to the Lender in writing to the contrary before the Signature Date. 18.12.3.There has been no material adverse
change in its business or financial condition (or the business or consolidated
financial condition of the Group, in the case of the Borrower) since the latest
date to which any of the Original Financial Statements were drawn up. 18.13.Group
Structure Chart The Group Structure Chart is true, complete and
accurate in all material respects and shows the following information: 18.13.1.each member of the Group, including current name and company registration
number, its jurisdiction of incorporation and/or its jurisdiction of
establishment, a list of direct and indirect shareholders and indicating if a
company is not a company with limited liability; and 18.13.2.all minority interests in any member of the Group and any person in
which any member of the Group holds shares in its issued share capital or
equivalent ownership interest in such person. 18.14.Pari passuranking Its
payment obligations under the Finance Documents rank at leastpari passuwith the claims of all its other unsecured and unsubordinated creditors, except
for obligations mandatorily preferred by law applying to companies generally. 18.15.Noproceedings
pending or threatened No
litigation, arbitration or administrative proceedings of or before any court,
arbitral body or agency which, if adversely determined, might reasonably be
expected to have a Material Adverse Effect have (to the best of its knowledge
and belief) been started or threatened against it or any of its Subsidiaries. 18.16.Material
Companies Each
member of the Group which, as at the Signature Date, is a Material Company is
listed in Schedule 10 (Material Companies). 72


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18.17.Insolvency and financial
distress 18.17.1.No: 18.17.1.1.corporate action, legal proceeding or other procedure or step described
in clause 22.7 (Insolvency and business rescue proceedings); or 18.17.1.2.creditors' process described in clause 22.8 (Creditors' process), has been
taken or threatened in relation to it or any other member of the Group; and
none of the circumstances described in clause 22.6 (Insolvency) applies
to a member of the Group. 18.17.2.Neither it nor any member of the Group is Financially Distressed (as
defined in the Companies Act). 18.18.Nobreach of laws 18.18.1.It has not (and none of its
Subsidiaries has) breached any law or regulation which breach has or is reasonably
likely to have a Material Adverse Effect. 18.18.2.No labour disputes are current or, to the best of its knowledge and
belief, threatened against any member of the Group which have or are reasonably
likely to have a Material Adverse Effect. 18.19.Environmental laws 18.19.1.Each member of the Group is in compliance with clause 21.3 (Environmental
compliance) and to the best of its knowledge and belief no circumstances
have occurred which would prevent such compliance in a manner or to an extent
which has or is reasonably likely to have a Material Adverse Effect. 18.19.2.No Environmental Claim has commenced or (to the best of its knowledge
and belief) is threatened against any member of the Group where that claim has
or is reasonably likely, if determined against that member of the Group, to
have a Material Adverse Effect.  73


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18.20.Authorised signatories Any person specified as its authorised signatory under
Schedule 2 (Conditions precedent) or clause 19.6 (Information:
miscellaneous) is authorised to sign documents and other notices arising
out of or in connection with the Finance Documents. 18.21.No immunity In any
proceedings taken in South Africa or in any other jurisdiction, it will not be
entitled to claim for itself or any of its assets immunity from suit,
execution, attachment or other legal process in relation to any Finance
Document. 18.22.No adverse consequences 18.22.1.It is not necessary under the laws
of its jurisdiction of incorporation: 18.22.1.1.in order to enable any Finance Party to enforce its rights under any
Finance Document; or 18.22.1.2.by reason of the execution of any Finance Document or the performance by
it of its obligations under any Finance Document, that any
Finance Party should be licensed, qualified or otherwise entitled to carry on
business in that jurisdiction. 18.22.2.No Finance Party is or will be deemed to be resident, domiciled or
carrying on business in any jurisdiction of incorporation of an Obligor by
reason only of the execution, performance and enforcement of any Finance
Document. 18.23.Financial Year end date The
Financial Year end date of each member of the Group is 30 June, other than the
Financial Year end date of WRTRP which shall be amended to 30 June within a
period of 60 (sixty) days following the conclusion of the Sibanye Transaction. 18.24.Sanctions Neither
it nor any member of the Group is party to or participates in any Sanctioned
Transaction, has contravened any Sanctions, is a Sanctioned Entity or appears
on a Sanctions List.  74


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18.25.Assets It has a good, valid and marketable title to, or valid
leases or licences of, and all appropriate authorisations to use, the assets
necessary to carry on its business as presently conducted. 18.26.Ranking The Security reflected in the Security Documents has or
will have first ranking priority and it is not subject to any prior ranking orpari
passuranking Security. 18.27.Material Adverse Effect 18.27.1.No Material Adverse Effect has occurred. 18.27.2.The entry into and performance by it of, and the transactions
contemplated by, the Finance Documents will not or are not likely to have a
Material Adverse Effect. 18.28.Legal
and beneficial ownership Each Obligor
is the sole legal and beneficial owner of the respective assets over which it
purports to grant Security. 18.29.Financial
Indebtedness and Security 18.29.1.No Obligor has any Financial Indebtedness (including but not limited to
contingent liabilities) outstanding which is not permitted by the terms of this
Agreement. 18.29.2.No Security (or quasi security) exists over the whole or any part of its
assets or the assets of any member of the Group other than as permitted in this
Agreement. 18.30.Repetition The
Repeating Representations are deemed to be made by each Obligor by reference to
the facts and circumstances then existing on: 18.30.1.the date of each Utilisation Request, and the first day of each Interest
Period; and 18.30.2.in the case of an Additional Obligor, the day on which the company
becomes an Additional Obligor; and 75


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18.30.3.when a representation and warranty
in clause 18.10.1 (appearing under (No default)) is repeated on the date
of a Utilisation Request for a Rollover Loan, the reference to a Default must
be construed as a reference to an Event of Default. 19.INFORMATION UNDERTAKINGS The
undertakings in this clause 19 remain in force from the Signature Date for
so long as any amount is outstanding under the Finance Documents or any
Commitment is in force. 19.1.Financial statements The
Borrower shall supply to the Lender: 19.1.1.as soon as
the same become available, but in any event within 120 (one hundred and twenty)
days after the end of each of its Financial Year or such longer period as may
be agreed to between the Lender and the Borrower: 19.1.1.1.its audited
consolidated financial statements for that Financial Year; and 19.1.1.2.the audited financial statements of each Obligor for that Financial Year
(consolidated if required); and 19.1.2.as soon as
the same become available, but in any event within 90 (ninety) days after the
end of each half of each of its Financial Year: 19.1.2.1.its unaudited consolidated interim financial statements for that
financial half year; and 19.1.3.as soon as
the same become available, but in any event within (i) 30 (thirty) days after
the end of each Financial Quarter of each calendar year (other than the
Financial Quarter ending on the Financial Year end date) and (ii) 60 (sixty)
days after the end of each Financial Year: 19.1.3.1.its consolidated
management accounts for that Financial Quarter on a year to date basis; and 19.1.3.2.the management accounts of each Obligor for that Financial Quarter on a
year to date basis. 19.2.Compliance
Certificate  76


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19.2.1.The
Borrower shall supply to the Lender, with each set of financial statements
delivered and each set of consolidated management accounts delivered pursuant
to clause 19.1 (Financial statements), a Compliance Certificate setting
out (in reasonable detail) computations as to compliance with clause 20 (Financial
covenants) as at the date as at which those financial statements were drawn
up. 19.2.2.Each Compliance Certificate shall be signed by 2 (two) directors of the
Borrower, 1 (one) of which shall be the Chief Financial Officer of the Group. 19.3.Requirements as to financial statements 19.3.1.Each set of financial statements delivered pursuant to clause 19.1
(Financial statements) shall be certified by a director of the relevant
company as fairly representing its financial condition as at the date as at
which those financial statements were drawn up. 19.3.2.The Borrower shall ensure that each set of financial statements
delivered and each set of management accounts delivered pursuant to clause 19.1
(Financial statements) includes a balance sheet, profit and loss account
and cashflow statement. In addition, the Borrower shall ensure that: 19.3.2.1.each set of financial statements for the relevant Financial Year shall
be audited by the Auditors; 19.3.2.2.the interim financial statements for the relevant half year shall not be
reviewed by the Auditors; 19.3.2.3.each set of management accounts: 19.3.2.3.1.presents the results and performance of the Group for the relevant
Financial Quarter and for the Financial Year to date on a consolidated basis;
and 19.3.2.3.2.presents the pro forma performance of the Group for the 12 (twelve)
month period ending on the last day of the relevant Financial Quarter. 19.3.3.The
Borrower shall procure that each set of financial statements of an Obligor
delivered pursuant to clause 19.1 (Financial statements) is prepared using
IFRS, accounting practices and financial reference periods consistent with
those applied in 77


---

the preparation of the Original
Financial Statements for that Obligor unless, in relation to any set of
financial statements, it notifies the Lender that there has been a change in
IFRS, the accounting practices or reference periods and its Auditors (or, if
appropriate, the Auditors of the Obligor) deliver to the Lender: 19.3.3.1.a description of any change necessary for those financial statements to
reflect the IFRS, accounting practices and reference periods upon which that
Obligor's Original Financial Statements were prepared; and 19.3.3.2.sufficient information, in form and substance as may be reasonably
required by the Lender, to enable the Lenders to determine whether
clause 20 (Financial covenants) has been complied with and make an
accurate comparison between the financial position indicated in those financial
statements and that Obligor's Original Financial Statements. 19.3.4.Any reference in this Agreement to those financial statements shall be
construed as a reference to those financial statements as adjusted to reflect
the basis upon which the Original Financial Statements were prepared. 19.4.Group companies With
each Compliance Certificate delivered pursuant to clause 19.2, or at the
request of the Lender the Borrower shall supply a report certified by the Chief
Financial Officer of the Group, stating which of its Subsidiaries is a Material
Company and confirming compliance with the Guarantor Coverage Test. 19.5.Year-end The
Borrower shall not (and shall procure that no other member of the Group shall)
change its Financial Year without the prior written consent of the Lender
(which consent shall not be unreasonably withheld or delayed). 19.6.Information:
miscellaneous Each
Obligor shall supply to the Lender: 19.6.1.all documents dispatched by an Obligor to its shareholders (or any class
of them) or its creditors generally (or any class of them) at the same time as
they are dispatched, provided that in respect of documents dispatched to its
shareholder, the Obligor shall 78


---

supply same to the
Lender where the information contained in such documents would be adverse to
the Lender; 19.6.2.promptly upon becoming aware of them, details and copies of any changes
proposed to or made to its constitutional documents or the constitutional
documents of it or any Obligor, including the filing of any Memorandum of
Incorporation under the Companies Act; 19.6.3.promptly from the Signature Date and upon becoming aware of them, the
details of any litigation, arbitration, administrative proceedings, liquidation
applications, winding up applications or business rescue applications which are
current, threatened or pending against it or any other member of the Group, and
which may, if adversely determined, has or is reasonably likely to have a
Material Adverse Effect; 19.6.4.promptly, such further information regarding the financial condition,
business and operations of any member of the Group as the Lender may reasonably
request; 19.6.5.promptly,
notice of any change in any of its authorised signatories signed by any of its
directors or its company secretary (as the case may be) accompanied by specimen
signatures of any new authorised signatories; and 19.6.6.promptly upon request, such additional information or documentation as
the Lender may require in order to verify that any signatory referred to in
clause 19.6.5 has been duly authorised. 19.7.Notification of default 19.7.1.Each Obligor shall notify the Lender of any Default (and the steps, if
any, being taken to remedy it) promptly upon becoming aware of its occurrence
(unless that Obligor is aware that a notification has already been provided by
another Obligor). 19.7.2.Promptly upon a request by the Lender, each Obligor shall supply to the
Lender a certificate signed by any 1 (one) of its directors on its behalf
certifying that no Default is continuing (or if a Default is continuing,
specifying the Default and the steps, if any, being taken to remedy it).  79


---

19.8."Know your customer" checks 19.8.1.If: 19.8.1.1.the introduction
of or any change in (or in the interpretation, administration or application
of) any law or regulation made after the Signature Date; 19.8.1.2.any change in the status of an Obligor after the Signature Date; or 19.8.1.3.a proposed
Transfer by a Lender of any of its rights and obligations under this Agreement
to a party that is not a Lender prior to such Transfer, obliges
the Lender (or, in the case of clause 19.8.1.3, any prospective new
Lender) to comply with "know your customer" or similar identification
procedures (whether in terms of the Financial Intelligence Centre Act, 2001 or
otherwise) in circumstances where the necessary information is not already
available to it, each Obligor shall promptly upon the request of the Lender
supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Lender (for itself or, in the case of the event
described in clause 19.8.1.3, on behalf of any prospective new Lender) in
order for the Lender or, in the case of the event described in
clause 19.8.1.3, any prospective new Lender to carry out and be satisfied
it has complied with all necessary "know your customer" or other
similar checks under all applicable laws and regulations pursuant to the
transactions contemplated in the Finance Documents. 19.8.2.The
Borrower shall, by not less than 10 (ten) Business Days' prior written notice
to the Lender, notify the Lender of its intention to request that 1 (one) of
its Subsidiaries becomes an Additional Guarantor pursuant to clause 24 (Changes
to the Obligors). 19.8.3.Following
the giving of any notice pursuant to clause 19.8.2, if the accession of
such Additional Guarantor obliges the Lender to comply with "know your
customer" or similar identification procedures in circumstances where the
necessary information is not already available to it, the Borrower shall
promptly upon the request of the Lender supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Lender (for
itself or on behalf of any prospective new Lender) in order for the Lender or
any prospective new Lender to carry out and be satisfied it has complied with
all necessary "know your customer" or other similar checks under all
applicable laws and regulations pursuant to the accession of such Subsidiary to
this Agreement as an Additional Obligor.  80


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20.FINANCIAL COVENANTS 20.1.Financial
definitions in this Agreement: 20.1.1.“Cash”means in respect of any Measurement Period, cash as
defined in accordance with the IFRS, excluding restricted cash. 20.1.2."EBITDA"means, in respect of any Measurement Period, the consolidated net operating
profit of the Group (as determined in accordance with IFRS in each case during
such Measurement Period) before the inclusion of the following items: 20.1.2.1.any interest (including interest related to the unwinding of any
provision), commission, fees, discounts, prepayment fees, premiums or charges
and other finance payments whether paid, payable or capitalised by any member
of the Group (calculated on a consolidated basis); 20.1.2.2.Tax charged (including deferred tax) per the income statement;  20.1.2.3.interest received on any cash and cash equivalents; 20.1.2.4.depreciation, amortisation of intangible assets or impairment of all
assets of members of the Group (and taking no account of the reversal of any
previous impairment charge made in that Measurement Period); 20.1.2.5.the amount of any profit (or adding back the amount of any loss) of any
member of the Group which is attributable to minority interests; 20.1.2.6.any non-cash adjustments in accordance with IFRS; 20.1.2.7.the amount of any profit of any Non-Group Entity to the extent that the
amount of the profit included in the financial statements of the Group exceeds
the amount actually received in cash by members of the Group through
distributions by the Non-Group Entity; 20.1.2.8.unrealised gains or losses on any financial instrument (other than any
derivative instrument which is accounted for on a hedge accounting basis); 20.1.2.9.gain or loss arising from an upward or downward revaluation of any other
asset at any time after 30 June 2017; and 81


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20.1.2.10.before taking into account any
Pension Items, in each
case, to the extent added, deducted or taken into account, as the case may be,
for the purposes of determining operating profits of the Group before taxation. 20.1.3."Financial Quarter" means the period commencing on the
day after one Quarter Date and ending on the next Quarter Date; 20.1.4."Interest Cover Ratio" means the ratio of EBITDA to
Total Net Interest in respect of any Measurement Period; 20.1.5.“Measurement Date” means the last day of each Financial Quarter,
provided that for all financial covenants, the first Measurement Date shall be
30 September 2018; 20.1.6."Measurement Period" means each period of 12 (twelve)
Months ending on or about the last day of the Financial Year and each period of
12 (twelve) Months ending on a Measurement Date; 20.1.7."Net Debt to EBITDA Ratio" means, for each Measurement
Period, the ratio comprised by Net Debt to the Group’s EBITDA; 20.1.8.“Net Debt”means Total Debt after deducting Cash and cash
equivalents. 20.1.9.“Non-Group Entity” means any investment or entity (which is not
itself a member of the Group (including associates and Joint Ventures)) in
which any member of the Group has an ownership interest; 20.1.10.“Pension Items” means any income or charge attributable to a
post-employment benefit scheme other than the current service costs
attributable to the scheme; 20.1.11."Quarter Date" means each of 31 March, 30 June, 30
September and 31 Decemberof each calendar year; 20.1.12.“Total Debt”means the aggregate outstanding principal, capital
or nominal amount (any fixed or minimum premium payable on prepayment or
redemption which is due and payable at the time of calculation) outstanding in
respect of Financial Indebtedness, together with capitalised interest thereon
outstanding; 20.1.13.“Total Net Interest”means in respect of any Measurement Period,
interest charged on Financial Indebtedness in respect of the Group (on the
basis that, in relation to the first Measurement Period, such amount shall be
annualised to the extent required) 82


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after deducting all
interest received on Cash and cash equivalents (calculated on a consolidated
basis for that Measurement Period). 20.2.Financial condition 20.2.1.The
Borrower shall ensure that as at each Measurement Date and for the Measurement
Period to which such Measurement Date relates: 20.2.1.1.the Interest Cover Ratio shall not be less than 4x for the Measurement
Period ending 30 September 2018 and for each Measurement Period thereafter; 20.2.1.2.the Net Debt to EBITDA Ratio shall not exceed 2.00x. 20.2.2.Each Obligor shall ensure that the Guarantor Coverage Test is maintained
and/or complied with at all times. 20.3.Financial testing 20.3.1.The financial covenants set out in clause 20.2 (Financial
condition) shall be calculated in accordance with IFRS and tested by
reference to each of the financial statements and management accounts delivered
pursuant to clause 19.1 (Financial statements)) and/or each Compliance
Certificate delivered pursuant to clause 19.2 (Compliance Certificate). 20.3.2.If the annual financial statements are not available when any covenant
referred to in clause 20.2 (Financial condition) is tested and where
relevant information cannot be readily extracted when requested by the Lender,
the Borrower shall with 5 (five) Business Days following a request by the
Lender, provide additional supporting schedules signed by two directors of the
Borrower, in order to verify the accuracy of the information thus provided. 20.4.Equity cure 20.4.1.If the requirements of clause 20.2 (Financial condition) are not
met in respect of any financial covenant (each, a “Relevant Financial
Covenant”) for any Measurement Period (each, a “Relevant Measurement
Period”), the Obligors’ Agent may elect, by written notice (each, a “Cure
Notice”) to the Lender setting out the amount of any cash proceeds of a
Permitted Share Issue or the proceeds of a Shareholder Loan which is
Subordinated Debt received or to be received by the Borrower (each, a “Cure 83


---

Amount”), delivered together with the Compliance
Certificate relating to the Relevant Measurement Period, to apply the Cure
Amount either during the Relevant Measurement Period or not later than 30 (thirty)
days after the end of the Relevant Measurement Period in prepaying the Facility
in accordance with clause 7.7 (Equity cure) (each, an “Equity Cure”). 20.4.2.The relevant Cure Amount received and applied in prepaying the Facility
in accordance with clause 7.7 (Equity cure) shall be treated as follows
in re-calculating the Relevant Financial Covenants for the Relevant Measurement
Period and the immediately following Measurement Period: 20.4.2.1.in relation to the Net Debt to EBITDA Ratio, by reducing the Total Debt
as at the Measurement Date at the end of the Relevant Measurement Period; and 20.4.2.2.in relation to the Interest Cover Ratio, by reducing the Total Net
Interest for the Relevant Measurement Period as if the Cure Amount had been
applied in prepayment of the Facility at the commencement of the Relevant
Measurement Period. 20.4.3.If, after the prepayment of the Facility in accordance with
clause 7.7 (Equity cure), the requirements of the Relevant
Financial Covenants are met, there shall be deemed to have been no breach of the
Relevant Financial Covenants and any resulting Default or Event of Default
shall be deemed remedied and waived for the Relevant Measurement Period. 20.4.4.No more than 2 (two) Equity Cures may occur prior to the Final Repayment
Date and Equity Cures shall not be permitted in respect of 2 (two) or more
consecutive Measurement Periods. 21.GENERAL UNDERTAKINGS The
undertakings in this clause 21 remain in force from the Signature Date for
so long as any amount is outstanding under the Finance Documents or any
Commitment is in force. 21.1.Authorisations Each
Obligor shall promptly: 21.1.1.obtain, comply with and do all that is necessary to maintain in full
force and effect; and 84


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21.1.2.supply
certified copies to the Lender of, any
Authorisation required to enable it to perform its obligations under the
Finance Documents and to ensure the legality, validity, enforceability or
admissibility in evidence in its jurisdiction of incorporation of any Finance
Document. 21.2.Compliance with laws Each
Obligor shall (and the Borrower shall ensure that each other member of the
Group will) comply in all respects with all laws that are material to the
conduct of its business. 21.3.Environmental
compliance Each
Obligor shall (and the Borrower shall ensure that each member of the Group
will): 21.3.1.comply with all Environmental Law; 21.3.2.obtain, maintain and ensure compliance with all requisite Environmental
Permits; 21.3.3.implement procedures to monitor compliance with and to prevent liability
under any Environmental Law, where
failure to do so has or is reasonably likely to have a Material Adverse Effect
or is reasonably likely to result in any liability for a Finance Party. 21.4.Environmental claims Each
Obligor shall (through the Borrower), promptly upon becoming aware of the same,
inform the Lender in writing of: 21.4.1.any Environmental Claim against it or any other member of the Group
which is current, pending or threatened; and 21.4.2.any facts or circumstances which are reasonably likely to result in any
Environmental Claim being commenced or threatened against it or any member of
the Group, where
the claim, if determined against that member of the Group, has or is reasonably
likely to have a Material Adverse Effect, or is reasonably likely to result in
any liability for a Finance Party. 21.5.Taxation 85


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21.5.1.Each
Obligor shall ensure that it pays and discharges all Taxes imposed upon it or
its assets within the time period allowed without incurring penalties unless
and only to the extent that: 21.5.1.1.such payment is being contested in good faith; 21.5.1.2.adequate reserves are being maintained for those Taxes and the costs
required to contest them which have been disclosed in its latest Financial
Statements; and 21.5.1.3.such payment can be lawfully withheld and failure to pay those Taxes
does not have or is not reasonably likely to have a Material Adverse Effect. 21.5.2.No Obligor shall (and the Borrower shall ensure that no other member of
the Group will) change its residence for Tax purposes, without the prior
written consent of the Lender. 21.6.Negative
pledge 21.6.1.No Obligor
shall create or permit to subsist any Security over any of its assets. 21.6.2.No Obligor
shall: 21.6.2.1.sell, transfer or otherwise dispose of any of its assets on terms
whereby they are or may be leased to or re-acquired by an Obligor or any other
member of the Group; 21.6.2.2.sell, transfer or otherwise dispose of any of its receivables on
recourse terms; 21.6.2.3.enter into or permit to subsist any title retention arrangement; 21.6.2.4.enter into or permit to subsist any arrangement under which money or the
benefit of a bank or other account may be applied, set-off or made subject to a
combination of accounts; or 21.6.2.5.enter into or permit to subsist any other preferential arrangement
having a similar effect, in
circumstances where the arrangement or transaction is entered into primarily as
a method of raising Financial Indebtedness or of financing the acquisition of
an asset.  86


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21.6.3.Clauses 21.6.1
and 21.6.2 do not apply to any Permitted Encumbrance. 21.7.Disposals 21.7.1.No Obligor shall, enter into a single transaction or a series of
transactions (whether related or not) and whether voluntary or involuntary to
sell, lease, transfer or otherwise dispose of any asset. 21.7.2.Clause 21.7.1 does not apply to any sale, lease, transfer or other
disposal: 21.7.2.1.which is a
Permitted Disposal; or 21.7.2.2.which is a
Permitted Transaction. 21.8.Merger No
Obligor shall enter into any amalgamation, demerger, merger or corporate
reconstruction without the prior written consent of the Lender. 21.9.Acquisitions 21.9.1.No Obligor shall acquire (whether by way of any
single transaction or a series of directly or indirectly related transactions)
a company or any shares or securities or a business or undertaking (or, in each
case, any interest in any of them) or incorporate a company. 21.9.2.Clause 21.9.1
does not apply to: 21.9.2.1.an acquisition of a company, of shares, securities or a business or
undertaking (or, in each case, any interest in any of them) or the
incorporation of a company which meets the following criteria: 21.9.2.1.1.no Event of Default has occurred and/or is continuing on the closing
date for the acquisition or would occur as a result of the acquisition; and  21.9.2.1.2.the relevant entity which is being acquired has positive earnings before
interest, tax, depreciation and amortisation for a period of 12 (twelve)
consecutive months and will have positive earnings before interest, tax,
depreciation and amortisation 87


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during the 12 (twelve)
month period immediately after date of acquisition; and  21.9.2.1.3.the Borrower demonstrates to the Lender that on a pro forma basis that
all financial covenants as contemplated in clause 20.2 (Financial condition)
will be met for the next 4 (four) Measurement Dates following the acquisition;
or 21.9.2.2.any acquisition by any Obligor in an aggregate amount not exceeding
ZAR30,000,000 (thirty million Rand) during the Term; or 21.9.2.3.any other acquisition made with the prior written consent of the Lender. 21.10.Constitutional
documents Each
Obligor shall ensure that no change is made to its constitutional documents
where that change has or, is reasonably likely to have a Material Adverse
Effect. 21.11.Change
of business Each
Obligor shall procure that no substantial change is made to the general nature
of its business or the Group taken as a whole from that carried on as at the
Signature Date, without the prior written consent of the Lender. 21.12.Joint
ventures 21.12.1.Except
as permitted under clause 21.12.2, no Obligor shall (and the Borrower
shall ensure that no other member of the Group will): 21.12.1.1.enter into, invest in or acquire (or agree to acquire) any shares,
stocks, securities or other interest in any Joint Venture; or 21.12.1.2.transfer any assets or lend to or guarantee or give an indemnity for or
give Security for the obligations of a Joint Venture or maintain the solvency
of or provide working capital to any Joint Venture (or agree to do any of the
foregoing). 21.12.2.Clause 21.12.1 does not apply
to any acquisition of (or agreement to acquire) any interest in a Joint Venture
or transfer of assets (or agreement to transfer assets) to a Joint Venture or
loan made to or guarantee given in respect of the obligations of a 88


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Joint Venture if such transaction is permitted in terms
of clause 21.9.2, a Permitted Disposal, a Permitted Loan, a Permitted Guarantee
or a Permitted Joint Venture. 21.13.Arm's length basis 21.13.1.Except as permitted by clause 21.13.2, no Obligor shall (and the
Borrower shall ensure that no other member of the Group will) enter into any transaction
with any person except on arm's length terms and for full market value. 21.13.2.The following transactions shall
not be a breach of this clause 21.13: 21.13.2.1.intra-Group loans permitted under clause 21.14 (Loans or credit);
and 21.13.2.2.any Permitted Transaction. 21.14.Loans
or credit 21.14.1.Except
as permitted under clause 21.14.2, no Obligor shall (and the Borrower
shall ensure that no other member of the Group will) be a creditor in respect
of any Financial Indebtedness. 21.14.2.Clause 21.14.1 does not apply
to: 21.14.2.1.a Permitted Loan; or 21.14.2.2.a Permitted Transaction. 21.15.No Guarantees or indemnities 21.15.1.Except as permitted under
clause 21.15.2, no Obligor shall (and the Borrower shall ensure that no
other member of the Group will) incur or allow to remain outstanding any
guarantee in respect of any obligation of any person. 21.15.2.Clause 21.15.2.1 does not
apply to a guarantee which is: 21.15.2.1.a Permitted Guarantee; or 21.15.2.2.a Permitted Transaction. 21.16.Distributions  89


---

21.16.1.Except as permitted under clause
21.16.2, no Obligor shall (and the Borrower shall ensure that no other member
of the Group shall): 21.16.1.1.declare, make, pay or resolve to make, pay or declare, any Distribution; 21.16.1.2.pay, prepay, repay, dispose of, exchange or repurchase any Subordinated
Debt. 21.16.2.Clause 21.16.1 does not apply to a
Permitted Distribution. 21.17.Financial
Indebtedness 21.17.1.Except
as permitted under clause 21.17.2, no Obligor shall (and the Borrower
shall ensure that no other member of the Group will) incur or allow to remain
outstanding any Financial Indebtedness. 21.17.2.Clause 21.17.1 does not apply
to Financial Indebtedness which is: 21.17.2.1.a Permitted Financial Indebtedness; or 21.17.2.2.a Permitted Transaction. 21.18.Treasury
Transactions 21.18.1.Except as permitted under clause
21.18.2, no Obligor shall (and the Borrower shall ensure that no other member
of the Group will) enter into a Treasury Transaction. 21.18.2.Clause 21.18.1 does not apply to a
Treasury Transaction which is a Permitted Treasury Transaction. 21.19.Auditors No
Obligor shall (and the Borrower shall ensure that no other member of the Group
will) change its auditor, except to an Auditor, without the prior written
approval of the Lender (which consent shall not be unreasonably withheld or
delayed). 21.20.Insurance 21.20.1.Each Obligor shall maintain insurances on and in relation to its
business and assets against those risks and to the extent as is usual for
companies carrying on the same or substantially similar business. 90


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21.20.2.All insurances must be with
reputable independent insurance companies or underwriters. 21.21.Preservation of assets Each Obligor shall maintain in good working order and
condition (ordinary wear and tear excepted) all of its assets necessary or
desirable in the conduct of its business. 21.22.Guarantor Coverage With effect from the Signature
Date, each Obligor shall ensure that: 21.22.1.any member of the Group which is a
Material Company as at the Signature Date is a Guarantor; 21.22.2.any member of the Group which becomes a Material Company after the
Signature Date becomes a Guarantor in accordance with clause 24.2 (Additional
Guarantors) within 45 (forty five) days. 21.23.Sanctions 21.23.1.Notwithstanding any other
provision in this Agreement, no Obligor shall: 21.23.1.1.use the proceeds of any Loan or Treasury Transaction for the purpose of
financing directly or indirectly (or otherwise make available) the activities
of any person or entity which is currently listed on a Sanctions List or in a
country which is currently subject to any Sanctions, to the extent such
financing would constitute a Sanctioned Transaction; or 21.23.1.2.contribute or otherwise make available the proceeds of any Loan or
Treasury Transaction to any other person or entity if such party is a Sanctioned
Entity or such Obligor has actual knowledge that such party intends to use such
proceeds for or in connection with a Sanctioned Transaction or for the purpose
of financing the activities of any Sanctioned Person, to the extent such
financing would currently be prohibited by Sanctions; 21.23.1.3.directly participate in a Sanctioned Transaction. 91


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21.23.2.Each Obligor shall take all
reasonable steps to ensure that appropriate controls and safeguards are in
place, designed to prevent it or any other member of the Group from participating,
directly or indirectly, in a Sanctioned Transaction. 21.24.Share
Capital No
Obligor shall issue any Shares except pursuant to: 21.24.1.a Permitted Share Issue; or 21.24.2.a Permitted Transaction. 21.25.Accounting Policies Each Obligor shall not (and the Borrower shall ensure
that no other member of the Group will) change its accounting practices, unless
such changes are prescribed by IFRS, and financial reference periods from those
applied in the preparation of the Original Financial Statements without the
prior written consent of the Lender. 21.26.Anti-Corruption
Law 21.26.1.No Obligor shall (and the Borrower shall ensure that no other member of
the Group will) directly or indirectly use the proceeds of the Facility for any
purpose which would breach the Prevention and Combatting of Corrupt Activities
Act, 2004, the United Kingdom Bribery Act 2010, the United States Foreign
Corrupt Practices Act of 1977 or other similar legislation in other
jurisdictions. 21.26.2.Each Obligor shall (and the Borrower shall ensure that each other member
of the Group will): 21.26.2.1.conduct its business in compliance with all applicable anti-corruption
laws; and 21.26.2.2.maintain policies and procedures designed to promote and achieve
compliance with such laws. 21.27.Key
Management If any of the Key Management ceases (whether by reason
of death, retirement at normal retirement age or through ill health or
otherwise) to be employed by an Obligor, as soon as reasonably practicable
thereafter but in any event within 10 (ten) days of becoming aware of 92


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such proposed cessation, the Obligors’ Agent shall notify
the Lender in writing of such cessation (including reasons therefor) and the
Borrower shall use reasonable commercial endeavours to find and appoint an
adequately qualified replacement for such Key Management member within 120 (one
hundred and twenty) days after the date of such cessation. 21.28.Pari PassuRanking Each Obligor shall ensure that at all times any
unsecured claims of the Finance Parties against it under the Finance Documents
rank at leastpari passuwith the claims of all its unsecured and
unsubordinated creditors except those creditors whose claims mandatorily
preferred by laws of general application to companies. 22.EVENTS OF DEFAULT Each of
the events or circumstances set out in this clause 22 is an Event of
Default (save for clause  22.19 (Acceleration)). 22.1.Non-payment An
Obligor does not pay on the due date any amount payable pursuant to a Finance
Document at the place and in the currency in which it is expressed to be
payable unless: 22.1.1.its failure to pay is caused by: 22.1.1.1.administrative or
technical error; or 22.1.1.2.a Disruption
Event; and 22.1.2.payment is made within: 22.1.2.1.(in the case of clause 22.1.1.1) 3 (three) Business Days of its due
date; or 22.1.2.2.(in the case of clause 22.1.1.2) 3 (three) Business Days of its due
date; or 22.1.2.3.in the case of a Treasury Transaction whether by way of netting, set off
or otherwise as set out in a Hedging Agreementwithin
3 (three) Business Days of its due date in accordance with the Hedging
Agreement. 22.2.Financial
covenants Any
requirement of clause 20 (Financial covenants) is not satisfied. 93


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22.3.Other
obligations 22.3.1.An Obligor does not comply with any provision of the Finance Documents
(other than those referred to in clause 22.1 (Non-payment) and
clause22.2(Financial covenants). 22.3.2.No Event of Default under clause 22.3.1 will occur if the failure to
comply is capable of remedy and is remedied within 10 (ten) Business Days, of
the earlier of the Lender giving notice to the Borrower and any Obligor
becoming aware of the failure to comply. 22.4.Misrepresentation Any representation or statement made or deemed to be made
by an Obligor in the Finance Documents or any other document delivered by or on
behalf of any Obligor under or in connection with any Finance Document is or
proves to have been incorrect or misleading in any material respect when made
or deemed to be made and, if capable of remedy, it is not remedied within 10
(ten) days of the earlier of the Lender giving notice to the Borrower and any
Obligor becoming aware of the misrepresentation. 22.5.Cross default 22.5.1.Any Financial
Indebtedness of any member of the Group is not paid when due nor within any
originally applicable grace period. 22.5.2.Any Financial Indebtedness of any member of the Group is declared to be
or otherwise becomes due and payable prior to its specified maturity as a
result of an event of default (however described). 22.5.3.Any commitment for any Financial Indebtedness of any member of the Group
is cancelled or suspended by a creditor of any member of the Group as a result
of an event of default (however described). 22.5.4.Any
creditor of any member of the Group becomes entitled to declare any Financial
Indebtedness of any member of the Group due and payable prior to its specified
maturity as a result of an event of default (however described). 22.5.5.No Event of Default will occur under this clause 22.5 if the
aggregate amount of Financial Indebtedness or commitment for Financial
Indebtedness falling within clauses 22.5.1 to 22.5.4 is less than
ZAR15,000,000 (fifteen million Rand) (or its equivalent in another currency or
currencies) in aggregate during the Term.  94


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22.6.Insolvency 22.6.1.A member of the Group is or is deemed by any authority or legislation to
be unable or admits inability to pay its debts as they fall due, suspends
making payments on any of its debts or, by reason of actual or anticipated
financial difficulties, commences negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness. 22.6.2.A member of the Group is or is deemed by any authority or legislation to
be Financially Distressed (as defined in the Companies Act). 22.6.3.The value of the assets of any member of the Group is less than its
liabilities (taking into account contingent and prospective liabilities). 22.6.4.A moratorium is declared in respect of any indebtedness of any member of
the Group. 22.7.Insolvency
and business rescue proceedings 22.7.1.Any
corporate action, legal proceedings or other procedure or step is taken in
relation to: 22.7.1.1.the suspension of payments, a moratorium of any indebtedness,
liquidation, winding-up, dissolution, administration, judicial management,
business rescue or reorganisation (by way of voluntary arrangement, scheme of
arrangement or otherwise) of any member of the Group other than a solvent
liquidation or reorganisation of any member of the Group which is not an
Obligor; 22.7.1.2.a composition, compromise, assignment or arrangement with any creditor
of any member of the Group; or 22.7.1.3.the appointment of a liquidator (other than in respect of a solvent
liquidation of a member of the Group which is not an Obligor), receiver,
administrative receiver, administrator, compulsory manager, judicial manager,
business rescue practitioner or other similar officer in respect of any member
of the Group or any of its assets, or any
analogous procedure or step is taken in any jurisdiction; 95


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22.7.2.A meeting
is proposed or convened by the directors of any member of the Group, a
resolution is proposed or passed, application is made or an order is applied
for or granted, to authorise the entry into or implementation of any business
rescue proceedings (or any similar proceedings) in respect of any member of the
Group or any analogous procedure or step is taken in any jurisdiction. 22.8.Creditors'
process Any
attachment, sequestration, implementation of any business rescue plan, distress
or execution affects any asset or assets of a member of the Group having an
aggregate value of ZAR15,000,000 (fifteen million Rand) and is not discharged
or stayed within 10 (ten) Business Days. 22.9.Ownership of
the Obligors An Obligor (other than the Borrower) is not or ceases
to be a wholly-owned Subsidiary of the Borrower without the prior written
consent of the Lender. 22.10.Unlawfulness It is or
becomes unlawful for an Obligor to perform any of its obligations under the
Finance Documents. 22.11.Expropriation 22.11.1.The authority or ability of any Obligor to conduct its business is
wholly or substantially curtailed by any seizure, expropriation,
nationalisation, intervention, restriction or other action by or on behalf of
any governmental, regulatory or other authority or other person. 22.11.2.By the authority of any governmental, regulatory or other authority or
other person: 22.11.2.1.the management of any Obligor is wholly or substantially replaced; or 22.11.2.2.all or a majority of the shares of any Obligor or the whole or any part
of its assets or revenues is seized, expropriated or compulsorily acquired. 22.11.3.No Event of Default under clause 22.11 will occur if the seizure,
expropriation, nationalisation, intervention, restriction or other action by or
on behalf of any governmental, regulatory or other authority or other person is
less than ZAR15 000 000 (fifteen million Rand) in aggregate for the Term. 96


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22.12.Cessation of business Any
Obligor suspends or ceases to carry on (or threatens to suspend or cease to
carry on) all or a material part of its business. 22.13.Audit qualification The Auditors of the Obligors qualify the audited annual
consolidated financial statements of the Obligors. 22.14.Repudiation An
Obligor repudiates a Finance Document or evidences an intention to repudiate a
Finance Document. 22.15.Material
adverse change A
Material Adverse Effect occurs. 22.16.Litigation 22.16.1.Any litigation, arbitration, administrative, governmental, regulatory or
other investigations, proceedings or disputes are commenced or threatened in
relation to the Finance Documents or the transactions contemplated in the
Finance Documents or against any Obligor or its assets which has or is
reasonably likely to be determined adversely to the interests of an Obligor and
which, will, if adversely determined, have or is reasonably likely to have a
Material Adverse Effect. 22.16.2.Clause 21.16.1 above shall not
apply to any litigation, arbitration, administrative, governmental, regulatory
or other investigations, proceedings or disputes which are frivolous, vexatious
ore contested in good faith. 22.17.Judgments
and Orders 22.17.1.Any member of the Group fails to
discharge in full, within 10 (ten) Business Days of the due date, an amount
payable pursuant to a final judgment or final order made or given by any court
or other authority of competent jurisdiction). No Event of Default will occur
under this clause 22.17.1, if the aggregate of all such amounts payable by the
Obligors at any time is less than ZAR15,000,000 (fifteen million Rand) (or its
equivalent) or are discharged within 15 (fifteen) Business Days. 97


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22.17.2.For the purposes of clause 22.17.1
above, a final judgment or order means a judgment or order which: 22.17.2.1.is not appealable; 22.17.2.2.is appealable, but in respect of which the period for the lodging of an
appeal has lapsed and the applicable member of the Group has failed to
institute appeal proceedings; 22.17.2.3.is not capable of rescission; or 22.17.2.4.is capable of rescission, but in respect of which the period for
applying for rescission has lapsed and the applicable member of the Group has
failed to apply for rescission or has applied for rescission of such judgment
or order and the application for rescission has been denied. 22.18.Licenses Any
License, consent or Authorisation which is material in the context of the
business of the Group and relating to the business of any member of the Group
ceases to be of force and effect, and such situation is not remedied within 10
(ten) Business Days after the earlier of the relevant member of the Group
becoming aware thereof or the relevant member of the Group receiving notice
from the Lender to do so. 22.19.Key
Management The Obligors’ Agent fails to comply with the provisions
of clause 21.27. 22.20.Acceleration On and at any time after the occurrence of an Event of
Default the Lender may by notice to the Borrower: 22.20.1.cancel all or any part of the Total Commitments whereupon they shall
immediately be cancelled; 22.20.2.declare that all or part of the Loans, together with accrued interest,
and all other amounts accrued or outstanding under the Finance Documents be
immediately due and payable, whereupon they shall become immediately due and
payable; or 98


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22.20.3.declare that all or part of the
Loans be payable on demand, whereupon they shall immediately become payable on
demand by the Lender.    99


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SECTION 9: 
CHANGES TO PARTIES 23.CHANGES TO THE LENDERS 23.1.Cessions and
delegations by the Lenders Subject
to this clause 23, the Lender (the "Existing Lender") may
cede and/or delegate (a "Transfer") any or all of its rights
and/or obligations under any Finance Document to any of the persons described
in Schedule 11 (Permitted Transferees) (a "New Lender").
The Borrower and each other Obligor consents to any splitting of claims which
may arise as a result of a Transfer permitted by this Agreement. 23.2.Conditions of
Transfer 23.2.1.The
consent of the Borrower is not required for a Transfer by an Existing Lender to
any New Lender. The consent of the Borrower is required for a Transfer to any
other prospective transferee. 23.2.2.Where the consent of the Borrower to a Transfer is required in terms of
clause 23.2.1, that consent must not be unreasonably withheld or delayed.
The Borrower will be deemed to have given its consent 5 (five) Business Days
after the Existing Lender has requested it unless consent is expressly refused
by the Borrower within that time. 23.2.3.A Transfer will only be effective if the procedure set out in
clause 23.4 (Procedure for transfer) is complied with. 23.2.4.If: 23.2.4.1.a Lender Transfers any of its rights or obligations under the Finance
Documents; and 23.2.4.2.as a result of circumstances existing at the date the Transfer or change
occurs, an Obligor would be obliged to make a payment to the New Lender under
clause 12 (Tax gross-up and indemnities) or clause 13.1 (Increased
Costs), then the
New Lender is only entitled to receive payment under those clauses to the same
extent as the Existing Lender would have been if the Transfer or change had not
occurred. 23.3.Limitation of responsibility of Existing Lenders 100


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23.3.1.Unless
expressly agreed to the contrary, an Existing Lender makes no representation or
warranty and assumes no responsibility to a New Lender for: 23.3.1.1.the legality, validity, effectiveness, adequacy or enforceability of the
Finance Documents or any other documents; 23.3.1.2.the financial condition of any Obligor; 23.3.1.3.the performance and observance by any Obligor of its obligations under
the Finance Documents or any other documents; or 23.3.1.4.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. 23.3.2.Each new Lender confirms to the Existing Lender and the other Finance
Parties that it: 23.3.2.1.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 this Agreement and has
not relied exclusively on any information provided to it by the Existing Lender
in connection with any Finance Document; and 23.3.2.2.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 or any Commitment is in
force. 23.3.3.Nothing in
any Finance Document obliges an Existing Lender to: 23.3.3.1.accept a re-Transfer from a New Lender of any of the rights and
obligations Transferred under this clause 23; or 23.3.3.2.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. 23.4.Procedure for
transfer  101


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23.4.1.Subject to
the conditions set out in clause 23.2 (Conditions of Transfer) a Transfer
is effected in accordance with clause 23.4.3 when the Lender executes an
otherwise duly completed Transfer Certificate delivered to it by the Existing
Lender and the New Lender. The Lender shall, subject to clause 23.4.2, as
soon as reasonably practicable after receipt by it of a duly completed Transfer
Certificate appearing on its face to comply with the terms of this Agreement
and delivered in accordance with the terms of this Agreement, execute that
Transfer Certificate. 23.4.2.The Lender
shall only be obliged to execute a Transfer Certificate delivered to it by the
Existing Lender and the new Lender once it is satisfied it has complied with
all necessary "know your customer" or other similar checks under all
applicable laws and regulations that apply to it (if any) in relation to the
transfer to such new Lender. 23.4.3.On the Transfer Date: 23.4.3.1.the Transfer
shall take effect under the Finance Documents so that the rights and/or
obligations which are the subject of the Transfer shall be ceded and/or
delegated by the Existing Lender to the new Lender (being the "Transferred
Rights and Obligations"); 23.4.3.2.each of the Obligors shall perform their obligations and exercise their
rights in relation to the Transferred Rights and Obligations in favour of or
against the New Lender, as the case may be; 23.4.3.3.the Lender, the Arranger, the New Lender and other Lenders shall acquire
the same rights and assume the same obligations between themselves as they
would have acquired and assumed had the new Lender been an Original Lender with
the rights and/or obligations comprising the Transferred Rights and
Obligations; 23.4.3.4.the Existing Lender shall be released from further obligations to each
other Lender under the Finance Documents to the extent of the Transferred
Rights and Obligations; and 23.4.3.5.the New Lender shall become a Party as a "Lender". 23.4.4.For purposes of this clause 23.4.3, "Transfer Date"
means, in relation to a Transfer, the later of: (i) the proposed Transfer
Date specified in the Transfer Certificate; and (ii) the date on which the
Lender executes the Transfer Certificate;  102


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23.5.Copy of Transfer Certificate to Borrower The
Lender shall send to the Borrower a copy of each Transfer Certificate executed
by it in accordance with clause 23.4.1 (Procedure for transfer) as
soon as reasonably practicable after it has executed any such Transfer
Certificate. 24.CHANGES TO THE OBLIGORS 24.1.Cessions and
delegations by Obligors No Obligor may cede any of its rights or delegate any
of its obligations under the Finance Documents, without the prior written
consent of the Lender. 24.2.Additional
Guarantors 24.2.1.Subject to compliance with the provisions of clauses 19.8.2
and 19.8.3 (appearing under("Know your customer" checks)),
the Borrower may request that any of its Subsidiaries becomes an Additional
Guarantor.  That Subsidiary shall become an Additional Guarantor if: 24.2.1.1.the Borrower delivers to the Lender a duly completed and executed
Accession Letter; and 24.2.1.2.the Lender has received all of the documents and other evidence listed
in Part II of Schedule 2 (Conditions Precedent) in relation to
that Additional Guarantor, each in form and substance satisfactory to the
Lender. 24.2.2.The Lender shall notify the Borrower promptly upon being satisfied that
it has received (in form and substance satisfactory to it) all the documents
and other evidence listed in Part II of Schedule 2 (Conditions
Precedent). 24.3.Resignation
of a Guarantor 24.3.1.The Obligors’ Agent may request that a Guarantor ceases to be a
Guarantor by delivering to the Lender a Resignation Letter. 24.3.2.The Lender shall accept a Resignation Letter and notify the Obligors’ Agent
of its acceptance if: 103


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24.3.2.1.No Default is
continuing or would result from the acceptance of the Resignation Letter (and
the Obligors’ Agent has confirmed this is the case); and 24.3.2.2.No payment is due from the Guarantor under any Finance Document. 24.4.Repetition of representations Delivery
of an Accession Letter constitutes confirmation by the relevant Subsidiary that
the Repeating Representations are true and correct in relation to it as at the
date of delivery as if made by reference to the facts and circumstances then
existing.    104


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SECTION
10: THE FINANCE PARTIES 25.ROLE OF THE ARRANGER Except
as specifically provided in the Finance Documents, the Mandated Lead Arranger
has no obligations of any kind to any other Party under or in connection with
any Finance Document. 25.1.NoFiduciary duties 25.1.1.Nothing in any Finance Document constitutes the Mandated Lead Arranger
as a trustee or fiduciary of any other person. 25.1.2.The Mandated Lead Arranger shall be bound to account to the Lender for
any sum or the profit element of any sum received by it for its own account. 25.2.Business with the Group The
Mandated Lead Arranger may accept deposits from, lend money to and generally
engage in any kind of banking or other business with any member of the Group. 26.CONDUCT OF BUSINESS BY THE FINANCE
PARTIES No
provision of this Agreement will: 26.1.interfere with the right of any Finance Party to arrange its affairs
(tax or otherwise) in whatever manner it thinks fit; 26.2.oblige any Finance Party to investigate or claim any credit, relief,
remission or repayment available to it or the extent, order and manner of any
claim; or 26.3.oblige any Finance Party to disclose any information relating to its
affairs (tax or otherwise) or any computations in respect of Tax.  SECTION 11: 
ADMINISTRATION 27.PAYMENT MECHANICS 27.1.Payments to
the Lender 27.1.1.On each date on which an Obligor is required to make a payment under a
Finance Document, that Obligor shall make the same available to the Lender
(unless a contrary 105


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indication appears in a Finance
Document) in ZAR for value by no later than 12h00 (Johannesburg time) on the
due date and in such funds specified by the Lender by way of a funds flow
schedule or otherwise. 27.1.2.Payment shall be made to such account in South Africa with such bank as
the Lender specifies. 27.2.Partial
payments 27.2.1.If the
Lender receives a payment that is insufficient to discharge all the amounts
then due and payable by an Obligor under the Finance Documents, the Lender
shall apply that payment towards the obligations of that Obligor under the
Finance Documents in the following order: 27.2.1.1.first, in or
towards payment pro rata of any unpaid fees, costs and expenses of the Lender
under the Finance Documents; 27.2.1.2.secondly, in or towards payment pro rata of any accrued interest, fees,
Break Costs or commission due but unpaid under this Agreement or the Hedging
Agreement, as the case may be; 27.2.1.3.thirdly, in or towards payment pro rata of any principal due but unpaid
under this Agreement or the Hedging Agreement, as the case may be; and 27.2.1.4.fourthly, in or
towards payment pro rata of any other sum due but unpaid under the Finance
Documents. 27.2.2.The Lender may vary the order set out in clauses 27.2.1.1
to 27.2.1.4. 27.2.3.Clause 27.2.1 will override any appropriation made by an Obligor. 27.3.No set-off by Obligors All
payments to be made by an Obligor under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for)
set-off or counterclaim. 27.4.Business Days 27.4.1.Any payment which is due to be made on a day that is not a Business Day
shall be made on the next Business Day in the same calendar Month (if there is
one) or the preceding Business Day (if there is not). If the day for
performance of any obligation 106


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to be performed in
terms of any Finance Document should fall on a day which is not a Business Day,
the relevant day for performance shall be the succeeding Business Day. 27.4.2.During any extension of the due date for payment of any principal or
Unpaid Sum under this Agreement interest is payable on the principal or Unpaid
Sum at the rate payable on the original due date 27.5.Currency of account 27.5.1.ZAR is the currency of account and payment for any sum due from an
Obligor under any Finance Document. 27.5.2.Each
payment in respect of costs, expenses or Taxes shall be made in the currency in
which the costs, expenses or Taxes are incurred. 27.5.3.Any amount
expressed to be payable in a currency other than ZAR shall be paid in that
other currency. 27.6.Disruptionto Payment Systems etc. If either the Lender determines (in its discretion)
that a Disruption Event has occurred or the Lender is notified by the Borrower
that a Disruption Event has occurred: 27.6.1.the Lender
may, and shall if requested to do so by the Borrower, consult with the Borrower
with a view to agreeing with the Borrower such changes to the operation or
administration of the Facility as the Lender may deem necessary in the
circumstances; 27.6.2.the Lender shall not be obliged to consult with the Borrower in relation
to any changes mentioned in clause 27.6.1 above if, in its reasonable
opinion, it is not practicable to do so in the circumstances and, in any event,
shall have no obligation to agree to such changes; and 27.6.3.any such changes agreed upon by the Lender and the Borrower shall
(whether or not it is finally determined that a Disruption Event has occurred)
be binding upon the Parties as an amendment to (or, as the case may be, waiver
of) the terms of the Finance Documents notwithstanding the provisions of
clause 33 (Amendments and waivers). 107


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28.NOTICES 28.1.Communications in writing Any
communication to be made under or in connection with the Finance Documents
shall be made in writing and, unless otherwise stated, may be made by fax or
letter. 28.2.Addresses The
address and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with the Finance
Documents is: 28.2.1.in the
case of the Obligors: DRDGold Limited 1 Sixty Jan Smuts
Building 2nd
Floor – North Tower 160 Jan Smuts
Avenue Rosebank 2196 Telefax No.:
086 524 3061 Attention:
Francois Bouwer Email: francois.bouwer@drdgold.com 28.2.2.in the
case of the Lender: Absa Bank Limited (acting through its Corporate and
Investment Banking Division) 15 Alice Lane Sandown Sandton 2196 Telefax No.:
011 895 7847 Attention:
Transaction Administration (IMPEX) Email: cibafricapmclient@barclays.com 28.3.the case of each any bank, financial institution, trust, fund or other
entity which has become a Party in accordance with clause 23 (Changes
to the Lenders) and each Additional Guarantor that notified in writing to
the Lender on or prior to the date on which it becomes a Party; 108


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or any substitute address or fax number or department or
officer as the Party may notify to the Lender (or the Lender may notify to the
other Parties, if a change is made by the Lender) by not less than three
Business Days' notice. 28.4.Domicilia 28.4.1.Each of the Parties chooses its physical address provided under or in
connection with clause 28.2 (Addresses) as itsdomicilium
citandi et executandiat which documents in legal proceedings in connection
with this Agreement or any other Finance Document may be served. 28.4.2.Any Party may by written notice to the other Parties change itsdomicilium
citandi et executandifrom 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 fourteenth day after deemed receipt of
the notice by the other Parties pursuant to clause 28.5 (Delivery). 28.5.Delivery 28.5.1.Any communication or document made or delivered by one person to another
under or in connection with the Finance Documents will only be effective when
received by the recipient and, unless the contrary is proved, shall be deemed
to be received: 28.5.1.1.if by way of fax, be deemed to have been received on the first Business
Day following the date of transmission provided that the fax is received in
legible form; 28.5.1.2.if delivered by hand, be deemed to have been received at the time of
delivery; and 28.5.1.3.if by way of courier service, be deemed to have been received on the
seventh Business Day following the date of such sending, and if a
particular department or officer is specified as part of its address details
provided under clause 28.2 (Addresses), if addressed to that
department or officer. 28.5.2.Any communication or document to be made or delivered to the Lender will
be effective only when actually received by the Lender and then only if it is
expressly marked for the attention of the department or officer identified with
the Lender’s signature below (or any substitute department or officer as the
Lender shall specify for this purpose). 109


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28.5.3.All
notices from or to an Obligor shall be sent through the Lender. 28.5.4.Any communication or document made or delivered to the Borrower in
accordance with this clause 28.5 will be deemed to have been made or
delivered to each of the Obligors. 28.6.Notification of address and faxnumber Promptly
upon receipt of notification of an address or fax number or change of address
or fax number pursuant to clause 28.2 (Addresses) or changing its
own address or fax number, the Lender shall notify the other Parties. 28.7.English language Any
notice or other document given under or in connection with any Finance Document
must be in English. 29.CALCULATIONS AND CERTIFICATES 29.1.Accounts In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance
Party are, in the absence of manifest error, prima facie evidence of the
matters to which they relate. 29.2.Certificates and determinations Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, prima facie evidence of
the matters to which it relates. 29.3.Day count convention Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of 365 days (irrespective of whether the year in question is a leap
year). 30.PARTIAL INVALIDITY If, at
any time, any provision of the Finance Documents is or becomes illegal,
invalid, unenforceable or inoperable in any respect under any law of any
jurisdiction, neither the legality, validity, 110


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enforceability
or operation of the remaining provisions nor the legality, validity,
enforceability or operation of such provision under the law of any other
jurisdiction will in any way be affected or impaired. The term
"inoperable" in this clause 30 shall include inoperable by way
of suspension or cancellation. 31.PUBLICITY 31.1.All publicity in connection with this Agreement shall be managed by the
Mandated Lead Arranger in consultation with the Borrower. 31.2.The Borrower and the Obligors agree that the relevant Finance Party may
publish its 'Mandated Lead Arranger' status and any other status as may have
formally been granted to them in relation to this Agreement or to any
transaction described herein and that such Finance Party may in this regard,
notwithstanding any of the other provisions of this Agreement and particularly
those described in clause 34 (Confidentiality), supply all of the
required information for Dealogic and Bloomberg league table submissions in
relation to the Facility. 32.REMEDIES AND WAIVERS No
failure to exercise, nor any delay in exercising, on the part of any Finance
Party, any right or remedy under the Finance Documents or other indulgence
shall operate as a waiver, nor shall any single or partial exercise of any
right or remedy otherwise affect that Party’s rights in terms of or arising
from any Finance Document or estop such Party from enforcing, at any time and
without notice, strict and punctual compliance with each and every provision or
term of any Finance Document. No consent to any waiver or novation of a Party’s
rights in terms of or arising from any Finance Document shall be effective
unless it is in writing. No single or partial exercise of any right or remedy
shall prevent any further or other exercise or the exercise of any other right
or remedy. The rights and remedies provided in this Agreement are cumulative
and not exclusive of any rights or remedies provided by law. 33.AMENDMENTS AND
WAIVERS Required consents 33.1.Any term of the Finance Documents may be amended or waived only with the
consent of the Lenders and the Obligors and any such amendment or waiver will
be binding on all Parties. 33.2.No amendment or waiver contemplated by this clause 33 shall be of
any force or effect unless in writing and signed by or on behalf of the
relevant Parties.  111


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34.CONFIDENTIALITY 34.1.Confidentiality definitions In
clause 34: 34.1.1."Confidential Information" means all information
relating to the Borrower, any Obligor, the Group, the Finance Documents or a
Facility of which a Finance Party becomes aware in its capacity as, or for the
purpose of becoming, a Finance Party or which is received by a Finance Party in
relation to, or for the purpose of becoming a Finance Party under, the Finance
Documents or a Facility from either: 34.1.1.1.any member of
the Group or any of its advisers; or 34.1.1.2.another Finance
Party, if the information was obtained by that Finance Party directly or
indirectly from any member of the Group or any of its advisers, 34.1.1.3.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: 34.1.1.4.is or becomes public information other than as a direct or indirect
result of any breach by that Finance Party of this clause 34; 34.1.1.5.is identified in writing at the time of delivery as non-confidential by
any member of the Group or any of its advisers; or 34.1.1.6.is known by that Finance Party before the date the information is
disclosed to it in accordance with clauses 34.1.1.1 or 34.1.1.2 or is
lawfully obtained by that Finance Party after that date, from a source which
is, as far as that Finance Party is aware, unconnected with the Group and
which, in either case, as far as that Finance Party is aware, has not been
obtained in breach of, and is not otherwise subject to, any obligation of
confidentiality; 34.1.2."Confidentiality Undertaking" means a confidentiality
undertaking substantially in the recommended form of the LMA as set out in
Schedule 9 (LMA Form ofConfidentiality Undertaking); and 112


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34.1.3."Representative"
means, in relation to any person, that person's directors, officers, senior employees,
attorneys, accountants, bankers, agents, representatives, nominees, trustees or
other financial or non-financial advisors. 34.2.Confidential Information Each
Finance Party agrees to keep all Confidential Information confidential and not
to disclose it to anyone, save to the extent permitted by clause 34.3 (Disclosure
of Confidential Information), and to ensure that all Confidential
Information is protected with security measures and a degree of care that would
apply to its own confidential information. 34.3.Disclosure of
Confidential Information Any
Finance Party may disclose: 34.3.1.to any of
its Affiliates and any of its or their officers, directors, employees,
professional advisers, auditors, partners and Representatives such Confidential
Information as that Finance Party shall consider appropriate if any person to
whom the Confidential Information is to be given pursuant to this
clause 34.3.1 is informed in writing of its confidential nature and that
some or all of such Confidential Information may be price-sensitive information
except that there shall be no such requirement to so inform if the recipient is
subject to professional obligations to maintain the confidentiality of the
information or is otherwise bound by requirements of confidentiality in
relation to the Confidential Information; 34.3.2.to any other person: 34.3.2.1.to (or through)
whom it Transfers (or may potentially Transfer) all or any of its rights and
obligations under this Agreement and to any of that person's Affiliates,
Representatives and professional advisers; 34.3.2.2.with (or
through) whom it enters into (or may potentially enter into), whether directly
or indirectly, any sub-participation or other credit participation in relation
to, or any other transaction under which payments are to be made or may be made
by reference to, one or more Finance Documents and/or one or more Obligors and
to any of that person's Affiliates, Representatives and professional advisers;  113


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34.3.2.3.appointed by any
Finance Party or by a person to whom clause 34.3.2.1 or 34.3.2.2 applies
to receive communications, notices, information or documents delivered pursuant
to the Finance Documents on its behalf; 34.3.2.4.who invests in
or otherwise finances (or may potentially invest in or otherwise finance),
directly or indirectly, any transaction referred to in clause 34.3.2.1 or
34.3.2.2; 34.3.2.5.to whom
information is required or requested to be disclosed by any court of competent
jurisdiction or any governmental, banking, taxation or other regulatory
authority or similar body, the rules of any relevant stock exchange or pursuant
to any applicable law or regulation; 34.3.2.6.to whom
information is required to be disclosed in connection with, and for the
purposes of, any litigation, arbitration, administrative or other
investigations, proceedings or disputes; 34.3.2.7.who is a Party;
or 34.3.2.8.with the consent of the Borrower; 34.3.3.in each case, such Confidential Information as that Finance Party shall
consider appropriate if: 34.3.3.1.in relation to clauses 34.3.2.1, 34.3.2.2 and 34.3.2.3, the
person to whom the Confidential Information is to be given has entered into a
Confidentiality Undertaking except that there shall be no requirement for a
Confidentiality Undertaking if the recipient is a professional adviser and is
subject to professional obligations to maintain the confidentiality of the
Confidential Information; 34.3.3.2.in relation to clause 34.3.2.4, the person to whom the Confidential
Information is to be given has entered into a Confidentiality Undertaking or is
otherwise bound by requirements of confidentiality in relation to the
Confidential Information they receive and is informed that some or all of such
Confidential Information may be price-sensitive information; and 34.3.3.3.in relation to clauses 34.3.2.5, 34.3.2.6 and 34.3.2.7, the
person to whom the Confidential Information is to be given is informed of its
confidential nature and that some or all of such Confidential Information may
be price- 114


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sensitive information except that there
shall be no requirement to so inform if, in the opinion of that Finance Party,
it is not practicable so to do in the circumstances; and 34.3.4.to any rating agency (including its professional advisers) such
Confidential Information as may be required to be disclosed to enable such
rating agency to carry out its normal rating activities in relation to the
Finance Documents and/or the Obligors if the rating agency to whom the
Confidential Information is to be given is informed of its confidential nature
and that some or all of such Confidential Information may be price-sensitive
information. 34.4.Entireagreement This
clause 34 constitutes the entire agreement between the Parties in relation
to the obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express
or implied, regarding Confidential Information. 34.5.Inside
information Each of the Finance Parties acknowledges that some or
all of the Confidential Information is or may be price-sensitive information
and that the use of such information may be regulated or prohibited by
applicable legislation including securities law relating to insider dealing and
market abuse and each of the Finance Parties undertakes not to use any
Confidential Information for any unlawful purpose. 34.6.Notification of disclosure Each of
the Finance Parties agrees (to the extent permitted by law and regulation) to
inform the Borrower: 34.6.1.of the circumstances of any disclosure of Confidential Information made
pursuant to clause 34.3.2.5 (appearing under (Disclosure of Confidential
Information)) except where such disclosure is made to any of the persons
referred to in that paragraph during the ordinary course of its supervisory or
regulatory function; and 34.6.2.upon becoming aware that Confidential Information has been disclosed in
breach of this clause 34. 34.7.Continuing obligations 115


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The obligations in this clause 34 are continuing
and, in particular, shall survive and remain binding on each Finance Party for
a period of 12 (twelve) Months from the earlier of: 34.7.1.the date on which all amounts payable by the Obligors under or in
connection with the Finance Documents have been paid in full and all
Commitments have been cancelled or otherwise cease to be available; and 34.7.2.the date on which such Finance Party otherwise ceases to be a Finance
Party. 35.RENUNCIATION OF BENEFITS Each
Obligor renounces, to the extent permitted under applicable law, the benefits
of each of the legal exceptions of excussion, division, revision of accounts,
no value received,errore calculi,non causa debiti, non numeratae
pecuniaeand cession of actions, and declares that it understands the meaning
of each such legal exception and the effect of such renunciation. 36.COUNTERPARTS Each
Finance Document may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy
of the Finance Document. 37.WAIVER OF IMMUNITY Each
Obligor waives generally all immunity it or its assets or revenues may
otherwise have in any jurisdiction, including immunity in respect of: 37.1.the giving of any relief by way of injunction or order for specific
performance or for the recovery of assets or revenues; and 37.2.the issue of any process against its assets or revenues for the
enforcement of a judgment or, in an action in rem, for the arrest, detention or
sale of any of its assets and revenues. 38.SOLE AGREEMENT The
Finance Documents constitute the sole record of the agreement between the
Parties in regard to the subject matter thereof. 39.NO IMPLIED TERMS AND PREVALENCE No Party
shall be bound by any express or implied term, representation, warranty,
promise or the like, not recorded in any Finance Document in regard to the
subject matter thereof.  116


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40.INDEPENDENT ADVICE Each
Obligor acknowledges that it has been free to secure independent legal and
other advice as to the nature and effect of all of the provisions of the Finance
Documents and that it has either taken such independent legal and other advice
or dispensed with the necessity of doing so. Further, each of the Obligors
acknowledges that all of the provisions of each Finance Document and the
restrictions therein contained are part of the overall intention of the Parties
in connection with the Finance Documents.   117


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SECTION 12
: GOVERNING LAW AND ENFORCEMENT 41.GOVERNING LAW This
Agreement and each of the other Finance Documents and any non-contractual
obligations arising out of or in connection with any of them are governed by
South African law. 42.JURISDICTION 42.1.The Parties hereby irrevocably and unconditionally consent to the
non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local
Division, Johannesburg (or any successor to that division) in regard to all
matters arising from the Finance Documents (including a dispute relating to the
existence, validity or termination of this Agreement or any non-contractual
obligation arising out of or in connection with this Agreement) (a "Dispute"). 42.2.Each Obligor agrees that the High Court courts of South Africa, Gauteng
Local Division, Johannesburg is the most appropriate and convenient courts to
settle Disputes and accordingly no Party will argue to the contrary. 42.3.This clause 42 is for the benefit of the Finance Parties only and
as a result, no Finance Party shall be prevented from taking proceedings
relating to a Dispute in any other courts with jurisdiction. To the extent
allowed by law, the Finance Parties may take concurrent proceedings in any
number of jurisdictions.  118


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SIGNED at
____________________________ on _______________________ 2018 For and on behalf: ABSA BANK LIMITED (ACTING THROUGH ITS
CORPORATE AND INVESTMENT BANKING DIVISION) (as Mandated Lead Arranger)  SignatureName of SignatoryDesignation of Signatory
 SIGNED
at ____________________________ on _______________________ 2018 For and on behalf: ABSA BANK LIMITED (ACTING THROUGH ITS
CORPORATE AND INVESTMENT BANKING DIVISION) (as Mandated Lead Arranger)  SignatureName of SignatoryDesignation of Signatory
   119


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SIGNED at _________________________ on
__________________________2018 For and on behalf of: ABSA BANK LIMITED (ACTING THROUGH ITS CORPORATE AND
INVESTMENT BANKING DIVISION) (as
Original Lender)   SignatureName of Signatory:Designation of Signatory:
    SIGNED at _________________________ on
__________________________2018 For and on behalf of: ABSA BANK LIMITED (ACTING THROUGH ITS CORPORATE AND
INVESTMENT BANKING DIVISION) (as
Original Lender)   SignatureName of Signatory:Designation of Signatory:
      120


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SIGNED
aton thisday of2018.  For and on
behalf of ABSA BANK LIMITED (ACTING THROUGH ITS
CORPORATE AND INVESTMENT BANKING DIVISION) (as Hedge
Provider)   ___ Signatory: Capacity: Who warrants his authority hereto      SIGNED aton
thisday of2018.  For and on
behalf of ABSA BANK LIMITED (ACTING THROUGH ITS
CORPORATE AND INVESTMENT BANKING DIVISION) (as Hedge
Provider)   ___ Signatory: Capacity: Who warrants his authority hereto  121


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SIGNED at _________________________ on
__________________________2018 For and on behalf of: DRDGOLD LIMITED (as Borrower and Original Obligor)     SignatureName of Signatory:Designation of Signatory:
      122


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SIGNED
aton thisday
of2018.  For and on
behalf of ERGO MINING PROPRIETARY LIMITED (as Original Obligor and Hedge Counterparty)    SignatureName of Signatory:Designation of Signatory:
     123


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SCHEDULE
1 –  THE ORIGINAL PARTIES   PART I The Original
Obligors Name of Borrower
 Registration
  number (or equivalent)DRDGold Limited
 1895/000926/06Name of Original Guarantor
 Registration
  number (or equivalent)ERGO Mining Proprietary Limited
 2007/004886/07
  Name of Hedge Counterparty
 Registration
  number (or equivalent)ERGO Mining Proprietary Limited
 2007/004886/07
    124


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SCHEDULE 2 – CONDITIONS
PRECEDENT  PART I Conditions Precedent to Initial Utilisation 1.ORIGINAL OBLIGORS 1.1.A copy of the constitutional documents of each
Original Obligor. 1.2.A copy of a resolution of the board of
directors of each Original Obligor: 1.2.1.approving the terms of, and the transactions
contemplated by, the Finance Documents to which it is a party and resolving
that it execute the Finance Documents to which it is a party; 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 (including, if
relevant, any Utilisation Request) 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 clause 1.2.2 of this
Part I of Schedule 2. 1.4.To the extent required by the Companies Act or
other applicable law, and with reference to the constitutional documents of an
Obligor, a copy of a resolution duly passed by the holders of the issued shares
of that Obligor, approving the terms of, and the transactions contemplated by,
the Finance Documents to which that Obligor is a party. 1.5.A certificate of the Borrower and each other
Original Obligor (signed by a director) confirming that borrowing or
guaranteeing or hedging, as appropriate, the Total Commitments would not cause
any borrowing, guaranteeing or similar limit binding on it to be exceeded. 1.6.A certificate of an authorised signatory of the
Borrower and each other Original Obligor certifying that each copy document
relating to it specified in this Part I of Schedule 2 is correct,
complete and in full force and effect as at a date no earlier than the
Signature Date.  125


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1.7.A legal opinion of Poswa Inc., legal advisers
to the Lender in South Africa, on the legality, validity and enforceability of
the Finance Documents. 1.8.A legal opinion of Edward Nathan Sonnenbergs
Inc., legal advisers to the Obligors in South Africa, on the capacity and
authority of the Obligors to execute the Finance Documents. 2.FINANCE DOCUMENTS A duly executed
original of each of the following Finance Documents: 2.1.this Agreement; 2.2.each Fee Letter; 2.3.the following Security Documents executed by
the Original Obligors specified below opposite the relevant Security Document: Name of parties
 Security DocumentThe Original Obligors and the Lender
 Pledge and Cession in Security Agreement
  2.4.the Further Rights Letter; and 2.5.the Subordination Agreement. 3.OTHER DOCUMENTS AND EVIDENCE 3.1.A copy of any other Authorisation or other
document, opinion or assurance which the Lender considers to be necessary or
desirable (if it has notified the Borrower accordingly) in connection with the
entry into and performance of the transactions contemplated by any Finance
Document or for the validity and enforceability of any Finance Document. 3.2.Each of the following in respect of the Pledge
and Cession Agreement: 3.2.1.the original share certificates in respect of
the pledged shares; 3.2.2.the original share transfer forms signed by the
pledgor of the pledged shares and blank as to transferee; and 126


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3.2.3.a resolution of the directors of the companies
of the pledged shares of which are pledged acknowledging such pledge and
agreeing to give effect to any transfer of the pledged shares pursuant to the
terms of such pledge. 3.3.The Original Financial Statements of each
Original Obligor. 3.4.Evidence that the fees, costs and expenses then
due from the Borrower pursuant to clause 11 (Fees) and
clause 16 (Costs and expenses) have been paid or will be paid. 3.5.Such documentation and other evidence as is
reasonably requested by the Lender (for itself or on behalf of any other
Finance Party) in order for each other Finance Party to carry out and be
satisfied it has complied with all necessary "know your customer" or
similar identification procedures under applicable laws and regulations
(including the Financial Intelligence Centre Act, 2001) pursuant to the
transactions contemplated in the Finance Documents. 3.6.The Group Structure Chart. 3.7.A letter from each Obligor’s insurance broker
in relation to the cover in effect for the Group’s business confirming, among
other things, that insurances are in place against such risks, in such amounts,
with such waivers and upon such terms as are consistent with the provisions of
clause 21.20 of this Agreement.  127


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PART II Conditions
Precedent required to be delivered by an Additional Guarantor 1.An Accession Letter, duly executed by the
Additional Guarantor and the Obligors’ Agent. 2.A copy of the constitutional documents of the
Additional Guarantor. 3.A copy of a resolution of the board of
directors of the Additional Guarantor: 3.1.approving the terms of, and the transactions
contemplated by, the Accession Letter and the Finance Documents and resolving
that it execute the Accession Letter; 3.2.authorising a specified person or persons to
execute the Accession Letter on its behalf; and 3.3.authorising a specified person or persons, on
its behalf, to sign and/or despatch all other documents and notices (including,
in relation to an Additional Borrower, any Utilisation Request or Selection
Notice) to be signed and/or despatched by it under or in connection with the
Finance Documents. 4.A specimen of the signature of each person
authorised by the resolution referred to in clause 3 of this Part II
of Schedule 2. 5.To the extent required by the Companies Act or
other applicable law, with reference to the constitutional documents of an
Additional Obligor, a copy of a resolution duly passed by the holders of the
issued shares of that Additional Guarantor, approving the terms of, and the
transactions contemplated by, the Finance Documents to which that Additional
Guarantor is a party. 6.A certificate of the Additional Obligor (signed
by a director) confirming that borrowing and/or guaranteeing, or hedging, as
appropriate, the Total Commitments would not cause any borrowing, guaranteeing
or similar limit binding on it to be exceeded. 7.A certificate of an authorised signatory of the
Additional Obligor certifying that each copy document listed in this Part II
of Schedule 2 is correct, complete and in full force and effect as at a
date no earlier than the date of the Accession Letter. 8.A copy of any other Authorisation or other
document, opinion or assurance which the Lender considers to be necessary or
desirable in connection with the entry into and performance of the transactions
contemplated by the Accession Letter or for the validity and enforceability of
any Finance Document. 128


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9.If available, the latest audited financial
statements of the Additional Obligor. 10.A
legal opinion of legal advisers to the Lender in South Africa, substantially in
the form distributed to the Lender prior to signing the Accession Letter. 11.A
legal opinion of legal advisers to the Obligors in South Africa, substantially
in the form distributed to the Lender prior to signing the Accession Letter. 12.If
the Additional Obligor is incorporated in a jurisdiction other than South
Africa, a legal opinion of the legal advisers to the Lender in the jurisdiction
in which the Additional Obligor is incorporated.    129


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SCHEDULE 3 – REQUESTS  PART I Utilisation
Request To:          [Lender] From:      [Borrower] Dated:     [●]  Dear Sirs [Borrower
] - [●] Facility Agreement dated
[         ] (the "Agreement") 1We refer to the Agreement. This is a
Utilisation Request. Terms defined in the Agreement have the same meaning in
this Utilisation Request unless given a different meaning in this Utilisation
Request. 2We wish to borrow a Loan on the following
terms: Proposed Utilisation Date:
 [●] (or, if that is not a Business
  Day, the next Business Day)Amount:
 ZAR [●] or, if less, the Available
  FacilityInterest Period:
 3 Months
 3We confirm that each condition specified in
clause 4.2 (Further conditions precedent) of the Agreement is satisfied on
the date of this Utilisation Request. 4We confirm that no Default is continuing. 5The proceeds of this Loan should be credited to
[account]. 6This Utilisation Request is irrevocable. 130


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Yours faithfully  ....................................... authorised
signatory for [name
of relevant Borrower]       131


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SCHEDULE 4 – FORM OF TRANSFER CERTIFICATE   To:       [●] as Lender From:   [the
existing Lender] (the "Existing Lender") and [the new Lender]
(the "New Lender") Dated: [●] Dear Sirs [Borrower ] - [●] Facility Agreement dated [         ] (the "Agreement") 1.We refer to the Agreement. This is a Transfer
Certificate. Terms defined in the Agreement have the same meaning in this
Transfer Certificate unless given a different meaning in this Transfer
Certificate. 2.We refer to clause 23.4 of the Agreement
(Procedure for transfer): 2.1.The Existing Lender and the New Lender agree to
the Existing Lender transferring to the New Lender by cession and delegation
all or part of the Existing Lender's Commitment, rights and obligations
referred to in the Schedule in accordance with clause 23.4 of the
Agreement (Procedure for transfer). 2.2.The proposed Transfer Date is [●]. 2.3.The [Facility Office] / [office] and address
through which the New Lender will perform its obligations, fax number and
attention details for notices of the New Lender for the purposes of
clause 28.2 (Addresses) of the Agreement are set out in the Schedule. 3.The New Lender expressly acknowledges the
limitations on the Existing Lender's obligations set out in clause 23.3.3
(appearing under (Limitation of responsibility of Existing Lenders)) of the
Agreement. 4.The New Lender agrees that it shall assume the
same obligations towards each other Finance Party under the Finance Documents
as if it had been an Original Lender. 5.This Transfer Certificate 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 Transfer Certificate. 6.This Transfer Certificate [and any
non-contractual obligations arising out of or in connection with it] / [is] /
[are] governed by South African law. 132


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7.This Transfer Certificate has been entered into
on the date stated at the beginning of this Transfer Certificate.  133


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THE
SCHEDULE Commitment/rights and obligations to be
transferred [insert
relevant details] [[Facility
Office] / [Office], address, fax number and attention details for notices and
account details for payments,] [Existing Lender]
 [New Lender]By:
 By:
  This Transfer Certificate is accepted by
the Lender and the Transfer Date is confirmed as [●].  [Lender ] By:  134


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Schedule 5 –  FORM OF ACCESSION
LETTER To:                   [●] as Lender From:               [Subsidiary] and
[Borrower] Dated:             [●] Dear Sirs [Borrower ] - [●] Facility Agreement dated [         ] (the "Agreement") 1We refer to the Agreement. This is an Accession
Letter. Terms defined in the Agreement have the same meaning in this Accession
Letter unless given a different meaning in this Accession Letter. 2[Subsidiary] agrees to become an Additional
[Guarantor] and to be bound by the terms of the Agreement as an Additional
[Guarantor] pursuant to clause [24.2(Additional Guarantors)] of the
Agreement. [Subsidiary] is a company duly incorporated under the laws of [name
of relevant jurisdiction]. 3[Subsidiary's] administrative details are as
follows: Address:               [●] Fax
No:                [●] Attention:              [●] 4This Accession Letter [and any non-contractual
obligations arising out of or in connection with it] / [is] / [are] governed by
South African law.  [Borrower]
 [Subsidiary]By:
 By:
 SCHEDULE 6 –
FORM OF RESIGNATION LETTER  To:                   [●] as Lender 135


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From:[resigning
Obligor]and DRDGold Limited Dated:             [●] Dear Sirs DRDGold
Limited - [●] Revolving Credit Facility Agreement dated[         ](the
"Agreement") 1.We refer to the Agreement. This is a
Resignation Letter. Terms defined in the Agreement have the same meaning in
this Resignation Letter unless given a different meaning in this Resignation
Letter. 2.Pursuant toclause 24.3 (Resignation of
a Guarantor,) we request that [resigning Obligor] be released from
its obligations as a[Guarantor]under the Agreement. 3.We confirm that: 3.1.no Default is continuing or would result from
the acceptance of this request; 3.2.no payment is due from the resigning Obligor
under any Finance Document; and 3.3.[●] 4.This Resignation Letter[and any
non-contractual obligations arising out of or in connection with it] / [is] /
[are]governed by South African law. [DRDGold Limited]
 [resigning Obligor]By:
 By:
    136


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SCHEDULE 7 –
FORM OF COMPLIANCE CERTIFICATE   To:                   [●]
as Lender From:               [Borrower] Dated:             [●]  Dear
Sirs [Borrower
] - [●] Facility Agreement dated [         ] (the "Agreement") 1.We refer to the Agreement. This is a Compliance
Certificate. Terms defined in the Agreement have the same meaning when used in
this Compliance Certificate unless given a different meaning in this Compliance
Certificate. 2.We confirm that we comply with the Financial
Covenants in clause 20.2 (Financial Condition). 3.[We attach a copy of the calculations applied
by us in arriving at the confirmation described in this Compliance
Certificate.] 4.[We confirm that no Default is continuing.] 5.[We confirm that the following companies
constitute Material Companies for the purposes of the Agreement: [●].] 6.[We confirm that the [aggregate EBITDA] /
[aggregate gross assets], aggregate net assets and aggregate turnover]] of the
Guarantors (calculated on an unconsolidated basis and excluding all intra-group
items and investments in Subsidiaries of any member of the Group) exceeds
[●]% of the [Consolidated EBITDA,] / [consolidated gross assets[,
consolidated net assets and consolidated turnover] of the Group].]  137


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...................................
 ...................................Director
 Director[Company]
    138


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SCHEDULE 8 – EXISTING SECURITY  Name
  of Obligor
 Security
 Total principal amount of
  indebtedness, utility deposit, environmental claim or litigation securedCash held in Standard Bank
  of South Africa Limited account, number 301110 as collateral for guarantees
  related to utility deposits and environmental claims as at 30 June 2018DRDGOLD
 R5,104,000
 R5,104,000Ergo
 R5,752,661
 R5,752,661
    139


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SCHEDULE 9 – LMA FORM
OF CONFIDENTIALITY UNDERTAKING  To:                   [insert name of
Potential Purchaser] and [●] as Lender From:               [insert name of
Seller] Dated:             [●]  Dear Sirs [Borrower
] (the "Borrower ") - [●]
Facility Agreement dated
[         ] (the "Agreement") We understand that you are considering
acquiring an interest in the Agreement which, subject to the Agreement, may be
by way of novation, assignment, the entering into, whether directly or
indirectly, of a sub-participation or any other transaction under which
payments are to be made or may be made by reference to one or more Finance
Documents and/or one or more Obligors or by way of investing in or otherwise
financing, directly or indirectly, any such novation, assignment, sub-participation
or other transaction (the "Acquisition"). In consideration of
us agreeing to make available to you certain information, by your signature of
a copy of this letter you agree as follows: 1.CONFIDENTIALITY UNDERTAKING You undertake: 1.1.to keep all Confidential Information
confidential and not to disclose it to anyone, save to the extent permitted by
clause 2, and to ensure that all Confidential Information is protected
with security measures and a degree of care that would apply to your own
confidential information; and 1.2.until the Acquisition is completed to use the
Confidential Information only for the Permitted Purpose. 2.PERMITTED DISCLOSURE We agree that you may disclose: 2.1.to any of your Affiliates and any of your or
their officers, directors, employees, professional advisers and auditors such
Confidential Information as you shall consider appropriate if any person to
whom the Confidential Information is to be given pursuant to this
clause 2.1 is informed in writing of its confidential nature and that some
or all of such Confidential Information 140


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may
be price-sensitive information, except that there shall be no such requirement
to so inform if the recipient is subject to professional obligations to
maintain the confidentiality of the information or is otherwise bound by
requirements of confidentiality in relation to the Confidential Information; 2.2.subject to the requirements of the Agreement,
to any person: 2.2.1.to (or through) whom you assign or transfer (or
may potentially assign or transfer) all or any of your rights and/or
obligations which you may acquire under the Agreement such Confidential
Information as you shall consider appropriate if the person to whom the
Confidential Information is to be given pursuant to this clause 2.2.1 has
delivered a letter to you in equivalent form to this letter; 2.2.2.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 or may be made by reference to
the Agreement or any Obligor such Confidential Information as you shall
consider appropriate if the person to whom the Confidential Information is to
be given pursuant to this clause 2.2.2 has delivered a letter to you in
equivalent form to this letter; 2.2.3.to whom information is required or requested to
be disclosed by any governmental, banking, taxation or other regulatory
authority or similar body, the rules of any relevant stock exchange or pursuant
to any applicable law or regulation such Confidential Information as you shall consider
appropriate; and 2.3.notwithstanding clauses 2.1 and 2.2,
Confidential Information to such persons to whom, and on the same terms as, a
Finance Party is permitted to disclose Confidential Information under the
Agreement, as if such permissions were set out in full in this letter and as if
references in those permissions to Finance Party were references to you. 3.NOTIFICATION OF DISCLOSURE You agree (to the extent permitted by law
and regulation) to inform us: 3.1.of the circumstances of any disclosure of Confidential
Information made pursuant to clause 2.2.3 except where such disclosure is
made to any of the persons referred to in that paragraph during the ordinary
course of its supervisory or regulatory function and you are prevented by such
any applicable law or regulation from advising us of such disclosure; and 3.2.upon becoming aware that Confidential
Information has been disclosed in breach of this letter. 141


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4.RETURN OF COPIES If you do not enter into the Acquisition
and we so request in writing, you shall return or destroy all Confidential
Information supplied to you by us and destroy or permanently erase (to the
extent technically practicable) all copies of Confidential Information made by
you and use your reasonable endeavours to ensure that anyone to whom you have
supplied any Confidential Information destroys or permanently erases (to the
extent technically practicable) such Confidential Information and any copies
made by them, in each case save to the extent that you or the recipients are
required to retain any such Confidential Information by any applicable law,
rule or regulation or by any competent judicial, governmental, supervisory or
regulatory body or in accordance with internal policy, or where the
Confidential Information has been disclosed under clause 2.2.3. 5.CONTINUING OBLIGATIONS The obligations in this letter are
continuing and, in particular, shall survive and remain binding on you until: 5.1.if you become a party to the Agreement as a
lender of record, the date on which you become such a party to the Agreement; 5.2.if you enter into the Acquisition but it does
not result in you becoming a party to the Agreement as a lender of record, the
date falling 24 (twenty four) months after the date on which all of your
rights and obligations contained in the documentation entered into to implement
that Acquisition have terminated; or 5.3.in any other case the date falling 24
(twenty four) months after your final receipt (in whatever manner) of any
Confidential Information. 6.NO REPRESENTATION, CONSEQUENCES OF BREACH, ETC You acknowledge and agree that: 6.1.neither we, nor any member of the Group nor any
of our or their respective officers, employees or advisers (each a "Relevant
Person"): 6.1.1.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 142


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6.1.2.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 of
the Confidential Information or any such information; and 6.2.we or members of the Group may be irreparably
harmed by the breach of the terms of this letter and damages may not be an
adequate remedy; each Relevant Person may be granted an injunction or specific
performance for any threatened or actual breach of the provisions of this
letter by you. 7.ENTIRE AGREEMENT: NO WAIVER; AMENDMENTS, ETC 7.1.This letter constitutes the entire agreement
between us in relation to your obligations regarding Confidential Information
and supersedes any previous agreement, whether express or implied, regarding
Confidential Information. 7.2.No failure to exercise, nor any delay in
exercising, any right or remedy under this letter will operate as a waiver of
any such right or remedy or constitute an election to affirm this letter. No
election to affirm this letter will be effective unless it is in writing. No
single or partial exercise of any right or remedy will prevent any further or
other exercise or the exercise of any other right or remedy under this letter. 7.3.The terms of this letter and your obligations
under this letter may only be amended or modified by written agreement between
us. 8.INSIDE INFORMATION You acknowledge that some or all of the
Confidential Information is or may be price-sensitive information and that the
use of such information may be regulated or prohibited by applicable legislation
including securities law relating to insider dealing and market abuse and you
undertake not to use any Confidential Information for any unlawful purpose. 9.NATURE OF UNDERTAKINGS The undertakings given by you under this
letter are given to us and are also given for the benefit of the Borrower and
each other member of the Group. 10.GOVERNING
LAW AND JURISDICTION 10.1.This
letter (including the agreement constituted by your acknowledgement of its
terms) (the "Letter") and any non-contractual obligations
arising out of or in connection with it (including 143


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any
non-contractual obligations arising out of the negotiation of the transaction
contemplated by this Letter) are governed by South African law. 10.2.[The
High Court of South Africa, Gauteng Local Division, Johannesburg (or any
successor to that division)] have non-exclusive jurisdiction to settle any
dispute arising out of or in connection with this Letter (including a dispute
relating to any non-contractual obligation arising out of or in connection with
either this Letter or the negotiation of the transaction contemplated by this
Letter). 11.DEFINITIONS In this letter (including the
acknowledgement set out below) terms defined in the Agreement shall, unless the
context otherwise requires, have the same meaning and: 11.1."Confidential
Information" means all information relating to the Borrower, any
Obligor, the Group, the Finance Documents, [the] / [a] Facility and/or the
Acquisition which is provided to you in relation to the Finance Documents or
[the] / [a] Facility by us or any of our affiliates or advisers, in whatever
form, and includes information given orally and any document, electronic file
or any other way of representing or recording information which contains or is
derived or copied from such information but excludes information that: 11.1.1.is
or becomes public information other than as a direct or indirect result of any
breach by you of this letter; or 11.1.2.is
identified in writing at the time of delivery as non-confidential by us or our
advisers; or 11.1.3.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 after that date,
from a source which is, as far as you are aware, unconnected with the Group and
which, in either case, as far as you are aware, has not been obtained in breach
of, and is not otherwise subject to, any obligation of confidentiality; 11.2."Group"
means the Borrower and its subsidiaries for the time being (as such term is
defined in the Companies Act); 11.3."Permitted
Purpose" means considering and evaluating whether to enter into the
Acquisition. Please acknowledge your agreement to the
above by signing and returning the enclosed copy. 144


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Yours
faithfully   ................................... For
and on behalf of [Seller]  To: [Seller] the Borrower and each other
member of the Group  We acknowledge and agree to the above:  ................................... For
and on behalf of [Potential
Purchaser]   145


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SCHEDULE 10 – MATERIAL COMPANIES   Name of Material Companies
 Registration
  numberDRDGold Limited
 1895/000926/06Ergo Mining Proprietary Limited
 2007/004886/07
    146


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SCHEDULE 11 – PERMITTED TRANSFEREES  Part 1: Local Banks 1.Absa Bank Limited 1.FirstRand
Limited 2.The
Standard Bank of South Africa Limited 3.Nedbank
Limited 4.Investec
Bank Limited Part 2: Foreign Banks 5.Deutsche
Bank Group AG 6.Standard
Chartered Bank 7.Barclays
Bank PLC 8.UBS
AG 9.Citibank 10.SMBC
(Sumitomo Mitsui Banking Corporation) 11.Royal
Bank of Scotland 12.HSBC 13.Bank
of China 14.Bank
of Taiwan 15.China
Construction Bank 16.China
Development Bank 17.Industrial
& Commercial Bank of China (ICBC) 18.Credit
Agricole 19.Bank
of Taiwan 20.BNP
Paribas 21.West
LB 22.Allied
Irish 23.Societe
Generale 147


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24.Goldman
Sachs 25.JPMorgan
Chase Bank 26.Credit
Suisse 27.Macquarie
Bank 28.Westpac
Banking Corporation 29.National
Australia Bank 30.Australia
and New Zealand Banking Group Limited 31.State
Bank of India 32.Bank
of America Merill Lynch 33.Natixis 34.The
Bank of Tokyo-Mitsubishi Limited 35.State
Bank of Mauritius 36.The
Mauritius Commercial Bank Limited 37.The
Mauritius Commercial Bank Investment Management 38.Bank
One (Mauritius) 39.Afrasia
Limited 40.First
Bank of Nigeria 41.Ecobank 42.Zenith
Bank 43.Mizuho 44.Rabobank 45.Commerzbank
AG 46.UniCredit 47.National
Bank of Abu Dhabi 48.Indian
Eximbank 49.Afrexim
Bank 50.Bank
One 51.Bank
Unico 148


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52.Banque
des Mascareignes 53.BMCE
Bank International 54.British
Arab Commercial Bank 55.Commercial
Bank of Africa 56.Common
Wealth Bank of Australia 57.Co-operative
Bank of Kenya Ltd. 58.Credit
Agricole 59.Diamond
Trust Bank 60.Emirates
NBD 61.Equity
Bank 62.Ghana
International Bank 63.ING 64.ABN
Amro Bank Part 3: DFIs 1.African Development Bank 2.DEG
– Deutsche Investitions- und Entwicklungsgesellschaft mbH 3.Emerging
Africa Infrastructure Fund 4.European
Investment Bank (EIB) 5.Nederlandse
Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO) 6.International
Finance Corporation (IFC) 7.Kreditanstalt
fuer Wiederaufbau (KfW) 8.Kreditanstalt
fuer Wiederaufbau – (IPEX) 9.OPEC
Fund for International Development (OFID) 10.Development
Bank of Southern Africa (DBSA) 11.Industrial
Development Corporation (IDC) 12.Proparco 13.African
Finance Corporation (AFC) 14.Trade
and Development Bank (TDB) 149


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15.CDC
Group plc 16.Export
Development Canada (EDC) PART 4: Other Financial Institutions 1.Old Mutual Specialised Finance (Proprietary) Limited 2.Old
Mutual Life Assurance Company (South Africa) Limited 3.Sanlam
Capital Markets Limited 4.Sanlam
Life Insurance Limited 5.Sanlam
Emerging Markets Limited 6.Futuregrowth
Asset Management (Pty) Ltd 7.MMI
Holdings Limited 8.Momentum
Asset Managers 9.Mergence
Investment Managers (Pty) Ltd 10.Taquanta
Asset Management 11.Coronation
Fund Managers Limited 12.RMB
Asset Management 13.Titan
Share Dealers (Proprietary) Limited 14.Venfin
Share Dealers (Proprietary) Limited 15.Investec
Asset Management (Proprietary) Limited 16.Public
Investment Corporation 17.Absa
Asset Managers 18.Stanlib
Limited 19.Vantage
Capital Group (Proprietary) Limited 20.Prudential
Portfolio Managers South Africa (Proprietary) Limited 21.Fairtree
Asset Management 22.Saffron
Asset Management 23.Cadiz
Asset Management 24.Tantulum
Asset Management 25.Atlantic
Asset Management 150


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26.Hollard
Group 27.Peregrine
Holdings 28.Ashburton
Investments (Proprietary) Limited 29.Prescient
Investment Management Limited 30.Prescient
Evolution Clean Energy and Infrastructure Debt Fund Trust 31.Citadel 32.Gryphon 33.Metope
Investments 34.Terebinth
Capital 35.Channel
Life Insurance Limited 36.Allan
Gray Proprietary Limited 37.KZN
Growth Fund Trust 38.Aluwani 39.Anchor
Capital PART 5: Structured Vehicles 40.iMpumelelo
CP Note Programme 1 (RF) Limited Any
fund managed and/or controlled by any of the aforesaid financial institutions.
Any Affiliates, subsidiaries or holding companies of and of the banks or
financial institutions listed in this schedule and any trust, fund or other
entity which is regularly engaged in or established for the purpose of making,
purchasing or investing in loans, securities or other financial assets.   151


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SCHEDULE 12 - EXISTING FINANCIAL
INDEBTEDNESS  Rental of temporary power generation equipment Aggreko
Energy Rental Proprietary Limited amounting to approximately R 14 034 000 on 30
June 2018 with an option to purchase that is accounted for as a finance lease
in terms of IFRS 5 Leases. Rental of Cognos Disclosure Management software
including user licences from Merchant West Proprietary Limited amounting to R
664 125 on 30 June 2018 with an option to purchase that is accounted for as a
finance lease in terms of IFRS 5 Leases.   152


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SCHEDULE 13: 
EXISTING INTER-COMPANY LOANS AT
2 JULY 2018  Lender
 Borrower
 ZARNon-dormant
  loans at 2 July 2018DRDGOLD Limited
 ERGO Mining (Pty) Ltd
 203,744,417ERGO Mining Operations (Pty)
  Ltd
 DRDGOLD Limited
 23,710,283ERGO Mining (Pty) Ltd
 ERGO Business Development
  Academy NPC
 21,643,779ERGO Mining (Pty) Ltd
 ERGO Mining Operations (Pty)
  Ltd
 41,233,892ERGO Mining Operations (Pty)
  Ltd
 East Rand Proprietary Mines
  Limited
 301,479ERGO Mining (Pty) Ltd
 East Rand Proprietary Mines
  Limited
 72,498Dormant loans at
  2 July 2018Crown Consolidated Gold
  Recoveries Limited
 DRDGOLD Limited
 245316409DRDGOLD Limited
 CrownConsolidatedGoldRecoveriesLimited
 153900000Crown Consolidated Gold
  Recoveries Limited
 ERGO Mining (Pty) Ltd
 23
  245 616
  Key Obligor Non-Obligor  153


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