Exhibit 4.34



 Exhibit 4.34 
  

 THIRD ADDENDUM TO GFI-SA LOAN AGREEMENT 
 Amongst 
 MVELAPHANDA GOLD (PROPRIETARY) LIMITED 
 FIRSTRAND BANK LIMITED 
 (acting
through its RAND MERCHANT BANK division) 
 GFI MINING SOUTH AFRICA (PROPRIETARY) LIMITED 
 GOLD FIELDS LIMITED 
 GOLD FIELDS
AUSTRALIA PTY LIMITED 
 and 
 GOLD FIELDS HOLDINGS COMPANY (BVI) GUERNSEY LIMITED

 
 

 
  








 TABLE OF CONTENTS 
  

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

 

 
  







 THIRD ADDENDUM TO GFI-SA LOAN AGREEMENT 
  

	1.	PARTIES 

  

	1.1	The Parties to this Agreement are: 

  

	1.1.1	        MVELAPHANDA GOLD (PROPRIETARY) LIMITED; 

  

	1.1.2	        FIRSTRAND BANK LIMITED (acting through is RAND MERCHANT BANK division; 

  

	1.1.3	        GFI MINING SOUTH AFRICA (PROPRIETARY) LIMITED; 

  

	1.1.4	        GOLD FIELDS LIMITED; 

  

	1.1.5	        GOLD FIELDS AUSTRALIA PTY LIMITED; and 

  

	1.1.6	        GOLD FIELDS HOLDINGS COMPANY (BVI) GUERNSEY LIMITED.

 

  

	1.2	The Parties agree as set out below. 

  

	2.	ADDENDUM 

  

	2.1	This Agreement forms an addendum to the written agreement entitled “GFI- SA Loan Agreement” (the “GFI-SA Loan Agreement”) concluded between the
Parties referred to in clause 1 dated 11 December 2003 as amended by an addendum thereto dated 13 February 2004 and a further addendum thereto dated 18 November 2004. 

  

	2.2	All words and expressions defined in the GFI-SA Loan Agreement shall have the same meaning herein unless otherwise stated or the context clearly indicates otherwise.


  

	3.	VARIANCE 

  

	3.1	Clause 26.5.1 of the GFI-SA Loan Agreement provides inter alia that no addition to, amendment to or variation of the GFI-SA Loan Agreement shall be of any force or effect
unless in writing and signed by or and on behalf of all the Parties. 

 

 








	3.2	The Parties wish to amend the GFI-SA Loan Agreement for the purposes set out in clause 4 below and have accordingly, pursuant to clause 26.5.1 of the GFI-SA Loan Agreement, agreed
to reduce such amendments to writing. 

  

	4.	AMENDMENTS 

  

	4.1	Clause 2.2 (Financial Definitions) is hereby amended by the deletion of the definition of “Net Debt Service”. 

  

	4.2	Clause 18.1 (Financial Condition) of the GFI-SA Loan Agreement is hereby amended as follows: 

  

	4.2.1	clause 18.1.1 is amended by deleting the references to “6:1” and replacing it with a reference to “5:1” and by adding the word “and”
at the end of clause 18.1.1; 

  

	4.2.2	clause 18.1.3 is amended by deleting the reference to “2:1” and replacing it with a reference to “2.5:1”; 

  

	4.2.3	clause 18.1.2 is deleted in its entirety and replaced with the words “Intentionally deleted”; 

  

	4.2.4	clause 18.1.4 is deleted in its entirety and replaced with the words “Intentionally deleted”, 

  

	4.3	Schedule 3 (Form of Compliance Certificate) is hereby amended by deleting paragraph 3.2 (Consolidated EBITDA to Net Debt Service). 

  

	5.	VARIATION 

 No agreement to vary, add to or
cancel this Agreement shall be of any force or effect unless reduced to writing and signed by or on behalf of the Parties. 
  

	6.	SAVINGS 

 Save as set out herein the GFI-SA
Loan Agreement remains of full force and effect. 
 

 
  

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	7.	COUNTERPARTS 

 This Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement, 
 SIGNED at
                                        
on this the      day of                      2007. 
  

	
	For and on behalf of
	MVELAPHANDA GOLD (PROPRIETARY) LIMITED
	
	  
 Name:

	Capacity:
	Who warrants his authority hereto


 SIGNED at

 on this the 24th day of August 2007. 
  

			
	For and on behalf of
	 FIRSTRAND BANK LIMITED (acting
 through its RAND MERCHANT BANK
 division)

	
	 



	Name:	 	


	Capacity:	 	Authorized Signatory
	Who warrants his authority hereto
	
	 



	Name:	 	


	Capacity:	 	Authorized Signatory
	Who warrants his authority hereto


 

 
  

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 SIGNED at PARKTOWN on this the 4th day of SEPT 2007. 
  

	
	For and on behalf of
	 GFI MINING SOUTH AFRICA
 (PROPRIETARY) LIMITED


	
	 



	Name:
	Capacity:
	Who warrants his authority hereto


 SIGNED at PARKTOWN on this the 4th day of SEPT 2007. 
  

	
	For and on behalf of
	GOLD FIELDS LIMITED
	
	 



	Name:
	Capacity:
	Who warrants his authority hereto


 SIGNED at WEST PERTH on this the 5th day of SEPT 2007. 
  

			
	For and on behalf of
	GOLD FIELDS AUSTRALIA PTY LIMITED
	
	 



	Name:	 	Neville K Bergin
	Capacity:	 	
	Who warrants his authority hereto


 

 
  

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 SIGNED at PARKTOWN on this the 4th day of Sept 2007. 
  

	
	For and on behalf of
	GOLD FIELDS HOLDINGS COMPANY (BVI) GUERNSEY LIMITED
	
	 



	Name:
	Capacity:
	Who warrants his authority hereto


 

 
  

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