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Sedibelo Resources Ltd. – IPO: ‘F-1/A’ on 9/14/22 – ‘EX-10.27’

On:  Wednesday, 9/14/22, at 4:59pm ET   ·   Accession #:  1104659-22-100069   ·   File #:  333-266426

Previous ‘F-1’:  ‘F-1’ on 7/29/22   ·   Latest ‘F-1’:  This Filing   ·   1 Reference:  To:  Sedibelo Resources Ltd. – Previous ‘F-1’ on 7/29/22

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/14/22  Sedibelo Resources Ltd.           F-1/A                 18:24M                                    Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-1/A       Pre-Effective Amendment to Registration Statement   HTML   9.66M 
                by a Foreign Issuer                                              
 2: EX-10.1     Material Contract                                   HTML    141K 
 4: EX-10.11    Material Contract                                   HTML    513K 
 5: EX-10.15    Material Contract                                   HTML    364K 
 6: EX-10.18    Material Contract                                   HTML    110K 
 7: EX-10.21    Material Contract                                   HTML    876K 
 8: EX-10.22    Material Contract                                   HTML    916K 
 9: EX-10.23    Material Contract                                   HTML    926K 
10: EX-10.24    Material Contract                                   HTML   1.25M 
11: EX-10.25    Material Contract                                   HTML     44K 
12: EX-10.26    Material Contract                                   HTML    133K 
13: EX-10.27    Material Contract                                   HTML   1.27M 
14: EX-10.28    Material Contract                                   HTML    200K 
15: EX-10.29    Material Contract                                   HTML    224K 
16: EX-10.30    Material Contract                                   HTML     28K 
 3: EX-10.9     Material Contract                                   HTML    638K 
17: EX-23.1     Consent of Expert or Counsel                        HTML      7K 
18: EX-FILING FEES  Filing Fees                                     HTML     15K 

Exhibit 10.27

(1) Sedibelo RESOURCES Limited

as Parent

(2) Pilanesberg Platinum Mines PROPRIETARY Limited

as Borrower

(3) The Original Guarantors Listed in Part 1 of Schedule 1

as Original Guarantors

(4) Nedbank Limited (Acting through its Nedbank Corporate and Investment Banking Division)

as Arranger and Original Facility A Lender

(5) Nedbank Limited (acting through its Nedbank CoRporate and Investment Banking Division)

as Facility Agent

- and –

(6) BOWWOOD AND MAIN NO 335 Proprietary Limited

(to be renamed "BOWWOOD AND MAIN NO 335 (RF) PROPRIETARY LIMITED")

as Security SPV

Common Terms Agreement

CONTENTS

This Common Terms Agreement is made BETWEEN:

IT IS AGREED as follows:

In this Agreement:

"Acceptable Bank" means:

"Accession Letter" means a document substantially in the form set out in schedule 5 (Form of Accession Letter);

"Accession Undertaking (Intercreditor)" means a "Creditor Accession Undertaking", as such term is defined in the Intercreditor Agreement;

"Accounting Principles" means generally accepted accounting principles in South Africa, including IFRS;

"Accounting Reference Date" has the meaning given to it in clause 18.29 (Accounting Reference Date);

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with clause 25.2 (Additional Guarantors);

"Additional Stream Agreement" has the meaning given to that term in the Intercreditor Agreement;

"Additional Stream Purchaser" has the meaning given to that term in the Intercreditor Agreement;

"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;

"Agreement" means this common terms agreement and its schedules;

"Annual Financial Statements" has the meaning given to that term in clause 19 (Information Undertakings);

"Applicable Margin" means, in relation to a Facility, the "Margin", as such term is defined in the Facility Agreement applicable to that Facility;

"Auditors" means one of PricewaterhouseCoopers, Ernst & Young, KPMG, Deloitte & Touche or any other firm approved in advance by the Facility Agent or appointed in accordance with clause 21.36 (Auditors);

"Authorisation" means an authorisation, consent, approval, resolution, licence, permit, exemption, filing, notarisation, lodgement, mining right or registration;

"Available Commitment" means, in relation to a Facility, the "Available Commitment", as such term is defined in the Facility Agreement applicable to that Facility;

"Available Facility" means, in relation to a Facility, the "Available Facility", as such term is defined in the Facility Agreement applicable to that Facility;

"Availability Period" means, in relation to each Facility, the "Availability Period", as such term is defined in the Facility Agreement applicable to that Facility;

"Base Case Model" means the base case model in relation to, inter alia, the Facilities and the Financial Covenants agreed to by the Obligors' Agent and the Facility Agent pursuant to paragraph 12(h) of part 1 of schedule 2 (Conditions precedent);

"B-BBEE Act" means the Broad-Based Black Economic Empowerment Act, 2003 and any regulations or codes of good practice promulgated thereunder (including the BEE Codes), or any amendment, replacement or succeeding legislation;

"BEE Codes" means any Broad-Based Black Economic Empowerment Codes of Good Practice (or analogous codes) gazetted under the B-BBEE Act from time to time;

"BEE Legislation" means each and all of:

"Black People" means the most stringent definition of "black people" (or any comparable term) contained in any of the BEE Legislation, which, as at the Signature Date, has the meaning ascribed to it under Code 000 of the BEE Codes, being African, Coloured and Indian people who are natural persons and who are South African citizens by:

"Borrower Mining Right Extension Date" means the date on which the Minister of Mineral Resources grants consent in terms of section 102 of the MPRDA to extend the area covered by the Borrower Mining Rights (or either one of them) to incorporate and include the area covered by the Magazynskraal Mining Right;

"Borrower Mining Rights" means:

and "Borrower Mining Right" means each or either one of them, as the context may require;

"Borrowings" has the meaning given to that term in clause 20.1 (Financial definitions);

"Break Costs" means the amount (if any) by which:

exceeds:

"Break Gains" means the amount (if any) by which the amount referred to in paragraph (b) of the definition of "Break Costs" exceeds the amount referred to in paragraph (a) of the definition of "Break Costs";

"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, Guernsey and Luxembourg;

"Cash" means, at any time, cash denominated in Rand or Dollars in hand or at an Acceptable Bank and (in the latter case) credited to an account in the name of the Borrower and to which the Borrower is beneficially entitled and for so long as:

"Cash Equivalent Investments" means at any time:

in each case, denominated in Rand or Dollars and to which the Borrower is beneficially entitled at that time and which is not issued or guaranteed by any Group Company or subject to any Security (other than Transaction Security or any Permitted Encumbrance);

"Change of Control" means any person or group of persons acting in concert gains direct or indirect control of any Obligor, without the prior written consent of the Facility Agent. For the purposes of this definition:

provided that, for purposes of this definition, the Parent IPO shall not constitute a Change of Control;

"Code" means the US Internal Revenue Code of 1986;

"Commitments" means:

and "Commitment" means each or either one of them, as the context may require;

"Companies Act" means the Companies Act, No 71 of 2008, including all regulations promulgated under that Act;

"Compliance Certificate" means a certificate substantially in the form set out in schedule 9 (Form of Compliance Certificate);

"Confidential Information" means all information relating to 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:

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:

"Confidentiality Undertaking" means a confidentiality undertaking substantially in the recommended form of the LMA or in any other form agreed in writing between the Obligors' Agent and the Facility Agent;

"Constitutional Documents" means, in respect of any person at any time, the then current and up-to-date constitutional documents of such person at such time (including, without limitation, such person's memorandum of incorporation, memorandum and articles of association, certificate of incorporation, articles of incorporation or commercial registration certificate or, in the case of a trust, the trust deed and letters of authority relating to that trust);

"Counter Indemnity Agreement" means the counter-indemnity agreement concluded or to be concluded between the Obligors, the Management Company, the Security SPV and the Facility Agent on or about the Signature Date and pursuant to which the Obligors indemnify and hold the Security SPV harmless in respect of claims made against the Security SPV under, inter alia, the Security SPV Guarantees;

"CP Documents" means:

"CP Satisfaction Date" means the date on which the Facility Agent issues the notification contemplated in clause 4.1 (Initial conditions precedent);

"Debt Purchase Transaction" means, in relation to a person, a transaction where such person:

a Commitment or amount outstanding under any Facility Agreement;

"Default" means an Event of Default 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 notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

"Discharge Date" means the date on which:

as certified by notice in writing by the Facility Agent to the Obligors' Agent within five Business Days after receipt of a written request from the Obligors' Agent for such notice (provided that the aforementioned requirements have in fact been met);

"Disclosure Schedule" means the disclosure schedule contained in schedule 13 (Disclosure Schedule);

"Disposal" means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions);

"Disruption Event" means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

"Distribution" means any payment by way of interest, principal, dividend, capital reduction, return of capital, fee, royalty or other distribution of whatsoever nature and howsoever described (including a repurchase or redemption of shares) by or on behalf of a company to or for the account of any member or shareholder of that company, in its capacity as member or shareholder of that company, or in relation to a loan made by such shareholder to the company, in each case whether paid or payable and whether paid or payable in cash or in specie and the term "Distribution" shall include a "distribution", as such term is defined in section 1 of the Companies Act;

"DMRE" means the Department of Mineral Resources and Energy (formerly the Department of Mineral Resources) of South Africa;

"Eligible Hedging Counterparty" means:

"Empowerment Requirements" means the black economic empowerment requirements applicable from time to time to the Group (or any member thereof) in the mining sector under the BEE Legislation;

"Empowerment Status" means the ability of any Mining Company, with reference to compliance with the Empowerment Requirements, to maintain the validity and binding nature of its Authorisations, Licences or other rights in relation to its business and/or the Material Contracts;

"Encumbered Subsidiary" means any Group Company in respect of which Transaction Security has been granted over any of the shares issued by that Group Company;

"Engen Agreement" means the diesel sale and purchase agreement entered into between Engen Petroleum Limited as the supplier and the Borrower as the purchaser, dated on or about 16 March 2021, in terms of which, inter alia, Engen Petroleum Limited undertakes to sell to the Borrower and the Borrower agrees to purchase all of its requirements for 50 ppm low-sulphur grade diesel;

"Environment" means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

"Environmental Claim" means any litigation, arbitral proceedings, administrative proceedings, claim, complaint, notice or inquiry by any person in connection with a breach or alleged breach of, or any liability or potential liability arising under any Environmental Law;

"Environmental Law" means any law, bylaw, code, guideline (having the force of law, or if not having the force of law, with which any Group Company or similar companies operating a similar business comply), regulation, decree, lawful demand or demand letters or notices, interdicts, judgments, orders, writ, rule, injunction or decree or plans issued, promulgated or approved by or entered into with any governmental authority which relates to environmental matters and natural resource management;

"Environmental Permits" means any permit or other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Group Company conducted on or from the properties owned or used by any Group Company;

"Equity" means Shareholders' funds as shown in the Borrower's consolidated financial statements or interim financial statements most recently delivered to the Facility Agent plus all Financial Indebtedness that has been subordinated to the claims of the Finance Parties under the Finance Documents in accordance with the Intercreditor Agreement;

"Eskom Agreement" means the electricity supply agreement for certain of the Borrower’s open cast operations located on Tuschenkmost Farm 135 JP, North of Pilanesberg, Rustenberg between Eskom Holdings Limited as the supplier and the Borrower as the customer, dated on or about 3 December 2020;

"Event of Default" means any event or circumstance specified as such in clause 22 (Events of Default);

"Excluded Areas" means:

"Excluded Rights" means:

"Excluded Secured Accounts" means any bank accounts which are secured in favour of third parties and are specifically excluded from the Transaction Security in accordance with the terms of the Security Documents;

"Facilities" means:

and "Facility" means each or any one of them, as the context may require;

"Facility A" means the senior secured revolving credit facility described in clause 2.1 (Facility A);

"Facility A Agreement" means the facility agreement concluded or to be concluded on or about the Signature Date between, inter alios, the Original Facility A Lender and the Borrower, which together with this Agreement, records the terms and conditions on which Facility A is to be made available by the Facility A Lenders to the Borrower;

"Facility A Commitment" means the "Commitment" as such term is defined in the Facility A Agreement;

"Facility A Lenders" means:

and "Facility A Lender" means each or any one of them, as the context may require;

"Facility Accession Letter" means a document substantially in the form set out in schedule 8 (Form of Facility Accession Letter);

"Facility Agreements" means:

and "Facility Agreement" means each or either one of them, as the context may require;

"Facility Agent" means:

"Facility B" means the senior secured revolving credit facility described in clause 2.2 (Facility B);

"Facility B Agreement" means the agreement entered into, or to be entered into, between, inter alios, the Original Facility B Lender and the Borrower, which together with this Agreement, records the terms and conditions on which Facility B is to be made available by the Facility B Lenders to the Borrower;

"Facility B Commitment" means the "Commitment" as such term is defined in the Facility B Agreement;

"Facility B Lenders" means:

in each case, which has not ceased to be a Party in accordance with the terms of this Agreement, and "Facility B Lender" means each or any one of them, as the context may require;

"Facility Majority Lenders" means, in respect of a Facility Agreement, the "Facility Majority Lenders" as such term is defined in that Facility Agreement;

"Facility Office" means in respect of each Finance Party, the office in the jurisdiction in which it is resident for tax purposes and the office or offices through which it will perform its obligations under this Agreement;

"Facility Outstandings" means, at any time, the aggregate of all amounts due and payable to the Facility Lenders on account of the Facilities including, without limitation, any principal, accrued and unpaid interest, Break Costs, fees, penalties and all and any other amounts thereunder, any claim for damages or restitution and any claim on account of the Facilities as a result of any recovery by an Obligor (or any business rescue practitioner, liquidator or trustee, as the case may be, of an Obligor) or another person of a payment or discharge on the grounds of preference, and any amounts which would be included in any of the above but for any discharge, non-provability or unenforceability of those amounts in any insolvency or other proceedings;

"FATCA" means:

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA;

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction;

"Fee Letter" means any letter or letters between a Finance Party and an Obligor setting out any of the fees referred to in clause 11 (Fees) or in a Facility Agreement;

"Final Fulfilment Date" means the date falling 60 days after the Signature Date (or such other date as may be agreed between the Obligors' Agent and the Facility Agent in writing);

"Final Maturity Date" means, in respect of each Facility, the "Final Maturity Date", as such term is defined in the Facility Agreement applicable to that Facility;

"Finance Document" means:

"Finance Lease" means any lease, hire agreement, credit sale agreement, hire purchase agreement, conditional sale agreement or instalment sale and purchase agreement, which should be treated in accordance with Accounting Principles as a finance or capital lease or in the same way as a finance or capital lease and excluding any Operating Lease;

"Finance Party" means:

and "Finance Parties" means all or some of them, as the context may require;

"Financial Covenants" means the financial covenants contemplated in clause 20 (Financial Covenants) or in any Facility Agreement;

"Financial Half Year" means the first half of any Obligor's Financial Year, being the period commencing on the day after the end of the immediately preceding Financial Year and ending on or about 30 June of each year;

"Financial Indebtedness" means any indebtedness for or in respect of:

"Financial Year" means the annual accounting period of each Obligor ending on the Accounting Reference Date in each year;

"First Ranking Debt Guarantee" means the first ranking debt guarantee issued or to be issued by the Security SPV in favour of the Finance Parties (other than the Security SPV) for the obligations of the Obligors to the Finance Parties (other than the Security SPV) under and in terms of the Finance Documents on the terms and subject to the conditions therein;

"Funding Rate" means any individual rate notified by a Lender to the Borrower pursuant to clause 10.4(a)(ii);

"Further Facility" means any facility made available in a Further Facility Agreement, as contemplated in clause 2.3 (Further Facilities);

"Further Facility Agreement" means any document, other than a Facility A Agreement or Facility B Agreement, which is:

"Further Facility Commitment" means the "Commitment" as such term is defined in a Further Facility Agreement;

"Further Facility Lenders" means:

in each case, which has not ceased to be a Party in accordance with the terms of this Agreement, and "Further Facility Lender" means each or any one of them, as the context may require;

"Group" means the Parent and each of its direct and indirect Subsidiaries from time to time, which shall include each Obligor (and its Subsidiaries) and which, as at the Signature Date, is as set out in the Group Structure Chart;

"Group Companies" means members of the Group, and "Group Company", means each or any one of them, as the context may require;

"Group Structure Chart" means the group structure chart set out in schedule 14 (Group Structure);

"Guarantors" means:

unless it has ceased to be a Guarantor in accordance with clause 25.4 (Resignation of a Guarantor) and "Guarantor" means each or any one of them, as the context may require;

"Hedging Accession Letter" means a document substantially in the form set out in schedule 7 (Form of Hedging Accession Letter);

"Hedging Agreement" means each hedging agreement, confirmation or transaction entered into or to be entered into by the Borrower and a Hedging Counterparty in respect of the hedging of liabilities and/or risks of the Borrower which comply with, and conform to, the terms of clause 21.29 (Hedging Agreements);

"Hedging Counterparty" means any Eligible Hedging Counterparty that complies with the terms of a Hedging Policy and which has become a Party as a Hedging Counterparty in accordance with clause 23.11 (Accession of Hedging Counterparties) and a party to the Intercreditor Agreement as a “Senior Hedge Counterparty” in accordance with the provisions of the Intercreditor Agreement;

"Hedging Policy" means any hedging policy set out, or agreed, in a Facility Agreement;

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary;

"IBMR" means Itereleng Bakgatla Minerals Resources Proprietary Limited, a private company duly incorporated according to the company laws of South Africa with registration number 2003/003721/07;

"IDC" means the Industrial Development Corporation of South Africa Limited, a body corporate created under section 2 of the Industrial Development Corporation Act, 1940, as amended or replaced from time to time;

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements;

"Impala Offtake Agreement" means the agreement entitled "Treatment of Concentrate and Sale of Metal Agreement" entered into on 23 August 2018 between the Borrower and Impala Platinum Limited, in terms of which inter alia Impala Platinum Limited agrees to purchase, and the Borrower agrees to sell on an exclusive basis to Impala Platinum Limited, the relevant processed platinum group metals and base metals as derived from all ore mined at the Mining Area, including any replacement of the Impala Offtake Agreement pursuant to a Permitted Variation;

"Initial Gold and Palladium Stream Purchaser" means OMF Fund III (Kr) LLC, registered in the State of Delaware, United States of America as a limited liability corporation and having its registered office at 251 Little Falls Drive, Wilmington, DE 19808;

"Initial Platinum Stream Purchaser" means OMF Fund III (In) LLC, registered in the State of Delaware, United States of America as a limited liability corporation and having its registered office at 251 Little Falls Drive, Wilmington, DE 19808;

"Initial Rhodium Stream Purchaser" means OMRF (Ni) LLC, registered in the State of Delaware, United States of America as a limited liability corporation and having its registered office at 251 Little Falls Drive, Wilmington, DE 19808;

"Initial Stream Purchasers" means:

and "Initial Stream Purchaser" means each or any one of them, as the context may require

"Insurances" means, in relation to each Group Company, all contracts and policies of insurance and re-insurance of any kind which are effected and maintained by or on behalf of that Group Company in accordance with clause 21.24 (Insurance);

"Intercreditor Agreement" means the intercreditor agreement concluded or to be concluded between, inter alios, the Obligors, the Finance Parties and the Stream Purchasers on or about the Signature Date;

"Intellectual Property" means:

"Interest Payment Date" means, in relation to each Loan, the last day of each Interest Period for that Loan;

"Interest Period" means:

"Interpolated Screen Rate" means, in relation to any Loan, the rate (rounded to the same number of decimal places as the Screen Rate) which results from interpolating on a linear basis between:

each as of the Specified Time for ZAR;

"Investec" means Investec Bank Limited, a public company and registered bank duly incorporated according to the company and banking laws of South Africa with registration number 1969/004763/06;

"Investec RCF Agreement" means the revolving commodity financing facility agreement entered into between the Borrower, Platmin South Africa Proprietary Limited and Investec on or about 31 March 2017 (and as amended and restated on or about 16 April 2021) in terms of which, inter alia, Investec made a ZAR900,000,000 revolving commodity financing facility available to the Borrower, all on the terms and subject to the conditions therein;

"Investec RCF Cession" means the cession contemplated in the Investec RCF Agreement in terms of which, inter alia, the Borrower ceded, on an out-and-out basis to Investec, all its rights, title and interest in and to:

"JIBAR" means, in relation to any Loan, the applicable Screen Rate:

provided that, if in either case, that rate is less than zero, then JIBAR shall be deemed to be zero;

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity;

"Kelltech" means Kelltech Limited, a company duly incorporated according to the company laws of Mauritius with registration number C084564;

"Lenders" means:

and "Lender" means each or any of them, as the context requires;

"Licence" means, in relation to any Group Company, any licence or other form of regulatory right, permit or permission issued or granted by or under any Authority to that Group Company in connection with the conduct of its business;

"LMA" means the Loan Market Association;

"Loan" means a loan made or to be made under a Facility, or the principal amount outstanding for the time being of that loan, as the context may require;

"Magazynskraal Mining Right" means the unexecuted new order mining right (DMR Ref: NW30/5/1/2/2/10029MR) granted to Richtrau on 3 December 2015 in terms of section 23 of the MPRDA to mine Chrome, Platinum, Rhodium, Ruthenium, Osmium, Iridium, Cobalt, Gold, Silver, Nickel and Copper over the farm Magazynskraal 3JQ situated in the magisterial district of Mankwe in the North West Province;

"Magazynskraal Mining Right Area" means the area(s) for which the Magazynskraal Mining Right has been granted;

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66^2/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66^2/3 per cent of the Total Commitments immediately prior to that reduction);

"Management Company" means Sedibelo Group Services Proprietary Limited, a private company duly incorporated according to the company laws of South Africa with registration number 2021/773335/07;

"Management Company Agreements" means:

and "Management Company Agreement" means each or any one of them as the context may require;

"Management Company Loan Agreements" means:

and "Management Company Loan Agreement" means each or any one of them as the context may require;

"Management Company Offtake Agreements" means:

and "Management Company Offtake Agreement" means each or any one of them as the context may require;

"Management Services Agreement" means the management services agreement entered into or to be entered into between, inter alios, the Obligors (other than Orkid) and the Management Company;

"Market Downturn Event" means:

"Material Adverse Effect" means an event or circumstance or change in events or circumstances or combination of events or circumstances (including the continuation of any events or circumstances), which has or is likely to have a material adverse effect on:

"Material Contracts" means:

and "Material Contract" means each or any one of them, as the context may require;

"Material Person" means:

"Measurement Period" has the meaning given to that term in clause 20.1 (Financial definitions);

"Metal" means platinum group metals;

"Mining Area" shall have the meaning given to that term in section 1 of the MPRDA in respect of each of the Mining Rights (as read with the registered, executed or otherwise approved plans which are required in terms of regulation 2(2) of the MPRDA Regulations);

"Mining Charter" means The Broad-Based Socio-economic Empowerment Charter for the Mining Industry, as contemplated in Section 100 of the MPRDA and published under Government Notice 1002 on 27 September 2018 in Government Gazette 41934 and any codes, guidelines or regulations published thereunder (as amended, restated, replaced and/or reviewed from time to time);

"Mining Charter Scorecard" means the scorecard under the Mining Charter;

"Mining Companies" means:

and "Mining Company" means each or any one of them, as the context may require;

"Mining Laws" means:

"Mining Rights" means:

and "Mining Right" means each or any one of them, as the context may require;

"Mining Right Mortgage Bonds" means:

and "Mining Right Mortgage Bond" means each or any one of them, as the context may require;

"Mining Work Programme" means, in relation to any holder of a mining right in terms of the MPRDA, a mining work programme as contemplated in clause 25(2)(c) of the MPRDA;

"Month" means a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day but one in the next calendar month, except that:

"MPRDA" means the Mineral and Petroleum Resources Development Act, 2002 and any regulations promulgated thereunder;

"MPTRO" means the Mineral and Petroleum Titles Registration Office;

"National Water Act" means the National Water Act, 1998, as amended;

"Nedbank" means Nedbank Limited, a public company and registered bank duly incorporated according to the company and banking laws of South Africa with registration number 1951/000009/06;

"Nedbank Mining Right Indemnity Documents" means:

"NEMA" means the National Environmental Management Act, 1998, as amended;

"New Lender" has the meaning given to that term in clause 23 (Changes to the Lenders);

"Northam Offtake Agreement" means the agreement entitled "Sale of Concentrate Agreement" entered into on or about 20 June 2022 between the Borrower and Northam Platinum Limited, in terms of which, inter alia, Northam Platinum Limited agrees to purchase, and the Borrower agrees to sell to Northam Platinum Limited, the Concentrate (as defined therein) as produced at the Concentrator (as defined therein), including any replacement of the Northam Offtake Agreement pursuant to a Permitted Variation;

"Notifiable Debt Purchase Transaction" has the meaning given to that term in clause 24.2(b);

"Obligors" means:

and "Obligor" means each or any one of them, as the context may require;

"Obligors' Agent" means the Parent, appointed to act on behalf of each other Obligor in relation to the Finance Documents pursuant to clause 1.4 (Obligors' Agent);

"Offtake Agreements" means the offtake agreements concluded by the Borrower from time to time, including the Impala Offtake Agreement, the Northam Offtake Agreement and the Management Company Offtake Agreements and any agreements which novate, substitute and/or replace those agreements, and "Offtake Agreement" means each or any one of them, as the context may require;

"Operating Lease" means any lease contract (concluded either prior to or after 1 January 2019) which would have been classified as an operating lease under IFRS prior to 1 January 2019 and solely as a result of changes to IFRS with effect from 1 January 2019 is now classified as a Finance Lease;

"Original Facility B Lender" means:

which, in each case, has become a party to this Agreement and the Intercreditor Agreement in accordance with clause 23.12 (Accession of Original Facility B Lender or Original Further Facility Lender);

"Original Financial Statements" means:

"Original Further Facility Lender" means any financial institution who is acceptable to the Facility Agent (acting on the instructions of all the Lenders, acting reasonably) and which has become a party to this Agreement and the Intercreditor Agreement in accordance with clause 23.12 (Accession of Original Facility B Lender or Original Further Facility Lender);

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the Signature Date, or, in the case of an Additional Guarantor, as at the date on which that Additional Guarantor becomes Party as a Guarantor;

"Original Lenders" means:

and "Original Lender" means each or either one of them, as the context may require;

"Original Obligor" means the Borrower or an Original Guarantor;

"Orkid" means Orkid S.a r.l., company code B167777, a company duly incorporated as a Société à responsabilité limitée in Luxembourg with its registered office at 19, rue Eugène Ruppert, L - 2453 Luxembourg;

"Owner Trust" means the trustees for the time being of a trust to be established and registered in accordance with the laws of South Africa for the purpose of holding the entire issued share capital of the Security SPV;

"Owner Trust Deed" means the trust deed establishing the Owner Trust dated on or about the Signature Date between the Facility Agent and the Owner Trust Trustee;

"Owner Trust Trustee" means TMF Corporate Services (South Africa) Proprietary Limited, registration number 2006/013631/07, a private company duly incorporated in South Africa;

"Palladium and Gold Stream Agreement" means the Sale and Purchase Agreement (Palladium and Gold) entered into between, inter alios, the Management Company and the Initial Palladium and Gold Stream Purchaser on or about the Signature Date;

"Parent IPO" means the initial public offering of the shares in the Parent on the New York Stock Exchange, the London Stock Exchange, the Toronto Stock Exchange and/or the Johannesburg Stock Exchange or another recognised stock exchange acceptable to the Facility Agent;

"Party" means a party to this Agreement;

"Permitted Acquisition" means:

and, to the extent that the relevant acquisition is in respect of shares, that Security over such shares, in form and substance satisfactory to the Facility Agent, is created in favour of the Finance Parties within 30 days of the acquisition;

"Permitted Disposal" means any Disposal which, except in the case of paragraph (a) or (h) below, is on arm's length terms:

"Permitted Distribution" means any Distribution made by the Borrower provided that:

"Permitted Encumbrances" means:

"Permitted Financial Indebtedness" means Financial Indebtedness:

"Permitted Loans" means:

"Permitted Management Company Payment" means any payment of any Management Company Liabilities (as defined in the Intercreditor Agreement) which are permitted in accordance with the terms of the Intercreditor Agreement;

"Permitted Reorganisation" means:

"Permitted Share Issue" means an issue of:

"Permitted Trade Credit" means trade credit which:

"Permitted Transferees" means any person listed in schedule 11 (Permitted Transferees) or any other person agreed in writing by the Obligors' Agent;

"Permitted Treasury Transaction" means:

"Permitted Variation" means, in relation to a Material Contract:

"PIC" means Platinum Investor Consortium Proprietary Limited, registration number 2007/030604/07, a private company duly incorporated in South Africa;

"Platinum Stream Agreement" means the Sale and Purchase Agreement (Platinum) entered into between, inter alios, the Management Company and the Initial Platinum Stream Purchaser on or about the Signature;

"Platmin SA" means Platmin South Africa Proprietary Limited, registration number 2000/002572/07, a private company duly incorporated in South Africa;

"Problast BS Agreement" means the explosives supply and blasting services agreement between Pro Blast BS (Pty) Ltd as the contractor and the Borrower as the employer, dated on or about 5 November 2021;

"Proliferation List" means:

and any similar list maintained or a public announcement of a proliferation designation made by any Sanctions Authority, in each case as amended, supplemented or substituted from time to time;

"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 Relevant Market, in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days);

"Reference Bank Quotation" means any quotation supplied to the Facility Agent by a Reference Bank;

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks as the rate at which the relevant Reference Banks could borrow funds in the Relevant Market in ZAR and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in that currency and for that period;

"Reference Banks" means the principal Johannesburg offices of Absa Bank Limited, FirstRand Bank Limited, Investec Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited or such other entities as may be appointed by the Facility Agent in consultation with the Obligors' Agent;

"Registered Transaction Security Document" means each Transaction Security Document which is required by applicable law to be registered in a deeds registry or with any other applicable registration authority (including the MPTRO) in order to be effective;

"Related Fund" means in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund;

"Relevant Jurisdiction" means, in relation to an Obligor:

"Relevant Market" means the South African interbank market;

"Repeating Representations" means each of the Representations set out in clause 18.2 (Status) to clause 18.7 (Governing law and enforcement), clause 18.11 (No default), clause 18.12 (No misleading information), clause 18.13 (Financial statements), clause 18.15 (No breach of laws or licence conditions), clause 18.23 (Ranking) to clause 18.27 (Intellectual Property), clause 18.31 (No immunity), clause 18.35 (Authorised Signatures), clauses 18.36(c) and 18.36(d) (Material Contracts), clause 18.38 (Land Rights) and clause 18.39 (No Material Adverse Effect);

"Representations" means each of the representations and warranties set out in clause 18 (Representations);

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian appointed by a Finance Party;

"Resignation Letter" means a letter substantially in the form set out in schedule 6 (Form of Resignation Letter);

"Rezoning Application" means the application made by the Borrower on 30 June 2021 to the municipality within which Mining Rights areas (or portions of them) are located:

"Rhodium Stream Agreement" means the Sale and Purchase Agreement (Rhodium) entered into between, inter alios, the Management Company and the Initial Rhodium Stream Purchaser on or about the Signature Date;

"Richtrau" means Richtrau No. 123 Proprietary Limited, a private company duly incorporated according to the company laws of South Africa with registration number 2006/017346/07;

"Sanction Event" means the placement of any member of the Group on any Sanctions List or any of them becoming subject to any Sanctions;

"Sanctioned Country" means any country or territory which is listed on a Sanctions List or is subject to Sanctions;

"Sanctioned Entity" means:

"Sanctioned Transaction" means financing or providing any credit, directly or indirectly, to:

in each case to the extent that to do so is prohibited by, or would cause any breach of, Sanctions;

"Sanctions" means trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures published and imposed, administered or enforced from time to time by any Sanctions Authority;

"Sanctions Authority" means:

and any of their governmental authorities, 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);

"Sanctions List" means:

in each case as amended, supplemented or substituted from time to time;

"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 YIELD 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 Facility Agent may specify another page or service displaying the appropriate rate after consultation with the Obligors' Agent;

"Second Ranking Stream Guarantees" means the second ranking stream guarantees issued or to be issued by the Security SPV in favour of the Stream Purchasers for the obligations of the Obligors to the Stream Purchasers under and in terms of the Stream Agreements, on the terms and subject to the conditions therein;

"Secured Obligations" means all obligations at any time due, owing or incurred by any Obligor to any Finance Party under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity);

"Secured Property" means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security;

"Security" means a mortgage bond, notarial bond, cession in security, charge, pledge, hypothec, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

"Security SPV Documents" means:

and "Security SPV Document" means each or any one of them, as the context may require;

"Security SPV Guarantees" means:

and "Security SPV Guarantee" means each or either of them, as the context may require;

"Security SPV Management Agreement" means the management agreement concluded or to be concluded between the Owner Trust Trustee and the Security SPV on or about the Signature Date, pursuant to which the Owner Trust Trustee is appointed to administer the Security SPV;

"Security SPV Management Documents" means:

and "Security SPV Management Document" means each or any one of them, as the context may require;

"Semi-Annual Financial Statements" has the meaning given to that term in clause 19 (Information Undertakings);

"Settlement Agreement" means the settlement agreement concluded between the Borrower, IBMR and Lesetlheng Community on or about 30 November 2019 (as amended by the reinstatement and first addendum to the settlement agreement concluded on or about 8 June 2020, the reinstatement and second addendum to the settlement agreement concluded on or about 22 April 2022 and the third addendum to the settlement agreement concluded on or about 22 April 2022) in terms of which the Borrower, IBMR and the Lesetlheng Community agreed on, inter alia, the Borrower's and IBMR's access rights to farm Wilgespruit 2 JQ and the compensation therefor were agreed, all on the terms and subject to the conditions contained therein;

"Shareholder" means any person holding shares in the issued share capital of any Group Company;

"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;

"Signature Date" means the date of signature of this Agreement by the Party signing last in time;

"Social and Labour Plan" means, in relation to any holder of a mining right in terms of the MPRDA, a social and labour plan as contemplated in clause 25(2)(f) of the MPRDA;

"South Africa" means the Republic of South Africa;

"SPH Agreements" means:

"Specified Time" means a day or time determined in accordance with schedule 10 (Timetables);

"Stream Agreements" means:

and "Stream Agreement" means each or any one of them, as the context may require

"Stream Purchasers" means:

and "Stream Purchaser" means each or any one of them, as the context may require;

"Subordinated Debt" means any indebtedness incurred by any Group Company, 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 Intercreditor Agreement or otherwise on terms and conditions to the satisfaction of the Facility Agent;

"Subscription Agreement" means the subscription agreement concluded between, inter alios, the Obligors Pallinghurst Ivy Lane Capital Limited, Bakgatla Pallinghurst JV Proprietary Limited, Rustenburg Platinum Mines Limited, Lexshell 38 General Trading Proprietary Limited, Platmin South Africa Proprietary Limited, Newshelf 1101 Proprietary Limited, West Dunes Properties 115 Proprietary Limited, Pallinghurst (Cayman) GP L.P and Webber Wentzel in terms of which, inter alia, the Borrower granted rights in relation to certain ore mined by it at areas covered by the expired underlying prospecting rights previously held by Richtrau in favour of Rustenburg Platinum Mines Limited;

"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;

"Tailings" materials left over after the primary process of separating the valuable fraction from the uneconomical fraction of ore and excludes waste rock or other material that overlies an ore or mineral body and is displaced during mining without being processed;

"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);

"Total Commitments" means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments and the Total Further Facility Commitments;

"Total Facility A Commitments" means the aggregate of all the Facility A Commitments;

"Total Facility B Commitments" means the aggregate of all the Facility B Commitments;

"Total Further Facility Commitments" means the aggregate of all the Further Facility Commitments;

"Transaction Security" means the Security created or expressed to be created in favour of the Finance Parties pursuant to the Transaction Security Documents but excludes any Excluded Right and any Excluded Area;

"Transaction Security Documents" means each of the documents listed as being a Transaction Security Document in part 1 of schedule 12 (Transaction Security) and any document required to be delivered to the Facility Agent under part 2 of schedule 12 (Transaction Security) together with any other document concluded by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the Secured Obligations;

"Transfer" has the meaning given to it in clause 23.1 (Cession and Delegation by the Lenders);

"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 Facility Agent and the Obligors' Agent;

"Transfer Date" means, in relation to a Transfer, the later of:

"Treasury Transaction" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price including any currency or interest or commodity swap, forward, option, cap, collar or floor transaction, any combination thereof or other similar agreement;

"Trollope Agreement" means the mining services agreement entered into between Trollope Mining Services (2000) Proprietary Limited, as the contractor, and the Borrower, as the employer, dated on or about 18 April 2018 in terms of which, inter alia, Trollope Mining Services (2000) Proprietary Limited provides certain extraction of mining material, open pit mining and delivery of mining material services to the Borrower;

"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents;

"Utilisation" means a utilisation of a Facility;

"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made;

"Utilisation Request" means, in relation to a Utilisation under a Facility, a notice substantially in the form set out in the Facility Agreement applicable to that Facility;

"VAT" means:

"Water Use License" means a water use license issued in terms of the National Water Act.

Subject to the terms of this Agreement and the Facility A Agreement, the Facility A Lenders hereby agree to make available to the Borrower a ZAR denominated senior secured revolving credit facility in an aggregate amount equal to the Total Facility A Commitments.

Subject to the terms of this Agreement and the Facility B Agreement, the Facility B Lenders hereby agree to make available to the Borrower a ZAR denominated senior secured revolving credit facility in an aggregate amount equal to the Total Facility B Commitments.

Subject to the terms of this Agreement, the Borrower shall be entitled to enter into Further Facility Agreements with Further Facility Lenders from time to time.

The Borrower shall apply each Loan borrowed by it under the Facilities towards funding the general corporate, capital expenditure and working capital requirements of the Obligors.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

No Lender shall be obliged to make any Loan under any Facility unless the Facility Agent has confirmed, by notice in writing to the other Finance Parties and the Obligors' Agent, that:

Subject to the provisions of clause 4.1 (Initial conditions precedent), clause 4.4 (Termination) and the provisions of the relevant Facility Agreement, the Lenders will only be obliged to make a Loan to the Borrower under the relevant Facility if on the date of the Utilisation Request and on the proposed Utilisation Date:

shall not prejudice the right of the Facility Agent to require subsequent fulfilment of such condition in a written notice to this effect delivered at the time of such waiver or deferral and, unless otherwise specified in any written notice waiving or deferring fulfilment of the relevant condition, the relevant condition shall be fulfilled by the Obligors within five Business Days of the date of the written notice requiring the fulfilment thereof or such longer period as is specified in such notice or as may be agreed between the Obligors' Agent and the Facility Agent in writing.

If the CP Satisfaction Date has not occurred on or before the Final Fulfilment Date, then the Facility Agent shall be entitled to cancel the Facility by written notice to the Obligors' Agent and upon receipt of such notice the Facilities shall immediately be cancelled. Such cancellation shall be without prejudice to the Obligors' obligations under clause 16 (Costs and Expenses) to pay any costs, fees, expenses or Taxes then due and payable.

Subject to the terms of this Agreement, the Borrower may utilise a Facility provided to it under a Facility Agreement on the terms and conditions of that Facility Agreement.

Subject to the terms of this Agreement, the Borrower shall repay all Loans made to it under a Facility Agreement in full, in the amounts and on the dates specified in that Facility Agreement, and otherwise in accordance with the terms of that Facility Agreement.

The Commitments under a Facility which, at that time, are unutilised shall be immediately cancelled at 12h00 on the last day of the Availability Period for the relevant Facility.

If it becomes unlawful, in any applicable jurisdiction, for a Lender to perform any of its obligations as contemplated by the Finance Documents or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

Upon the occurrence of:

the Obligors' Agent shall promptly notify the Facility Agent upon any of the Obligors becoming aware of the occurrence of such event or that such event will occur and then:

then:

in each case in writing upon becoming aware of that event, and (whether or not the Facility Agent has been notified of such event or the Facility Agent has notified the Lenders of receipt of such notice) a Lender shall not be obliged to fund a Utilisation.

If:

then:

If a Mining Company ceases to comply with the Empowerment Requirements or fails to maintain its Empowerment Status and fails to remedy such failure to the satisfaction of the Facility Agent within six Months from the date of ceasing to comply with the Empowerment Requirements or failing to maintain its Empowerment Status:

"Excluded Insurance Proceeds" means any proceeds of an insurance claim which the Obligors' Agent notifies the Facility Agent are, or are to be, applied:

in each case as soon as possible (but in any event within 120 days, or such longer period as the Facility Agent may agree) after receipt; and

"Insurance Proceeds" means the proceeds of any insurance claim under any insurance maintained by any Obligor except for Excluded Insurance Proceeds and after deducting any reasonable expenses in relation to that claim which are incurred by that Obligor to persons who are not members of the Group.

The Borrower may, if it gives the Facility Agent not less than 10 (ten) Business Days' (or such shorter period as the Facility Agent (acting on the instructions of the relevant Facility Majority Lenders) may agree) prior notice, cancel the whole or any part (being a minimum amount of ZAR25,000,000 (twenty five million Rand)) of any Available Facility. Any cancellation under this clause 7 shall reduce the Commitments of the Lenders rateably under that Facility.

The Borrower may, if it gives the Facility Agent not less than five Business Days' (or such shorter period as the Facility Agent (acting on the instructions of the relevant Facility Majority Lenders) may agree) prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of ZAR25,000,000 (twenty five million Rand) or, if less, the Facility Outstandings under any Facility). Unless otherwise agreed in writing by the Facility Agent, any prepayment under this clause 7.2 may only be made out of internally generated cash flows of the Borrower or from Equity. Any such prepayment shall reduce the participation of the relevant Lenders rateably under that Facility.

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues and provided no Default is then continuing, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loans or give the Facility Agent notice of its intention to replace that Lender in accordance with clause 7.3(d).

the Borrowers may, in the circumstances set out in clause 7.3(a), on five Business Days' prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (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 a Lender or Permitted Transferee selected by the Borrower 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 or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

Any notice of cancellation, prepayment, authorisation or other election given by any Party under clause 6 (Mandatory Prepayment) or clause 7 (Voluntary Prepayment and Cancellation) 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.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs or Break Gains and termination amounts payable under the Hedging Agreements, without premium or penalty.

Unless a contrary indication appears in this Agreement, any part of a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of the relevant Facility Agreement.

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 or in the relevant Facility Agreement.

No amount of the Total Commitments cancelled under this Agreement or under a Facility Agreement may be subsequently reinstated.

If the Facility Agent receives a notice under clause 6 (Mandatory Prepayment), it shall promptly forward a copy of that notice or election to the affected Lenders.

The Facility Agent shall notify the Lenders as soon as possible of any proposed prepayment of any Loans under clause 7 (Voluntary Prepayment and Cancellation).

If all or part of any Lender's participation in a Utilisation under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of clause 4.2 (Further conditions precedent)), an amount of that Lender's Commitment will be deemed to be cancelled on the date of repayment or prepayment.

Any prepayment of a Utilisation shall be applied in accordance with the terms of the relevant Facility Agreement.

The rate of interest for each Facility, the calculation of interest for each Facility and the payment of interest for each Facility shall be determined or set out in the relevant Facility Agreement.

The Interest Periods which apply to each Loan made to the Borrower under a Facility Agreement shall be governed by the terms of that Facility Agreement.

If no Screen Rate is available for JIBAR for the Interest Period of a Loan, the applicable JIBAR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

If no Screen Rate is available for JIBAR for (i) ZAR or (ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate, the applicable JIBAR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of that Loan.

If this clause 10.1(c) applies but no Reference Bank Rate is available for ZAR or the relevant Interest Period there shall be no JIBAR for that Loan and clause 10.4 (Cost of funds) shall apply to that Loan for that Interest Period.

If before close of business in Johannesburg on the Quotation Day for the relevant Interest Period the Facility Agent receives notifications from a Lender that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of JIBAR then clause 10.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

a Finance Party realising any Break Gain on a Loan or an Unpaid Sum shall, within three Business Days of a demand by the Borrower, pay to the Borrower the amount of any such Break Gains attributable to all or any part of that 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.

The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.

"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;

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax;

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document; and

"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).

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall, as soon as reasonably practicable, pay an amount to that 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.

The Borrower shall (within 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.

including, without limitation, any such law or regulation (including a Basel III directive or any directive in relation to Solvency Assessment and Management as published by the Financial Services Board ("SAM"), and any national regulation which implements SAM) concerning capital adequacy requirements, liquid asset holding requirements, special deposit requirements, prudential limits, reserve assets or Tax.

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.

Each of the Mining Companies, jointly and severally, indemnify each Finance Party, each Affiliate of a Finance Party and their respective directors, officers, employees and Facility Agents (each an "Indemnified Party") against any cost, loss or liability suffered or incurred by that Indemnified Party (except to the extent solely caused by such Indemnified Party's own gross negligence or wilful default) which:

which relates to the Group, any assets of Group or the operation of all or part of the business of the Group (or, in each case, any Group Company) and which would not have arisen if a Finance Document had not been executed by that Finance Party. Any Affiliate or any director, office, employee or Facility Agent of a Finance Party or its Affiliates may rely on this clause as a stipulation for its or his or her benefit.

If:

the Borrower shall, within three Business Days of being provided with an invoice, reimburse each Finance Party for the amount of all costs and expenses (including legal fees) reasonably incurred by that Finance Party (and by any Representative appointed by such Finance Party) in responding to, evaluating, negotiating or complying with that request or requirement.

The Borrower shall, within three 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 by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against the Facility Agent or it as a consequence of taking or holding the Transaction Security or enforcing these rights.

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:

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.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, business rescue proceedings, liquidation, winding-up or otherwise, without limitation, then the liability of each Obligor under this clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

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, 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:

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or Facility 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.