SENIOR TERM LOAN AND REVOLVING FACILITIES AGREEMENT of up to ZAR 2 300 000 000 plus the Tranche 1 Amount (INCLUSIVE OF CAPITALISED INTEREST) dated 27 MARCH 2013 for PLATEAU RESOURCES PROPRIETARY LIMITED with RUSTENBURG PLANTINUM MINES LIMITED as...

Clause

SECTION 1

INTERPRETATION

1.

Definitions And Interpretation

SECTION 2

THE FACILITY

2.

The Facilities

3.

Purpose

4.

Conditions Of Utilisation

SECTION 3

UTILISATION

5.

Utilisation

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6.

Repayment

7.

Prepayment And Cancellation

8.

Restrictions

SECTION 5

COSTS OF UTILISATION

9.

Interest

10.

Interest Periods

11.

Changes To The Calculation Of Interest

12.

Fees

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

13.

Tax Gross Up And Indemnities

14.

Increased Costs

15.

Other Indemnities

16.

Mitigation By The Lenders

17.

Costs And Expenses

SECTION 7

GUARANTEE

18.

Guarantee And Indemnity

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19.

Representations

20.

Information Undertakings

21.

Financial Covenants

22.

General Undertakings

23.

Events Of Default

SECTION 9

CHANGES TO PARTIES

24.

Changes To The Lenders

25.

Assignment and transfers by Obligors

SECTION 10

THE SENIOR FINANCE PARTIES

26.

Role Of The Senior Agent, The Arranger And Others

27.

Conduct Of Business By The Senior Finance Parties

28.

Sharing Among The Senior Finance Parties

SECTION 11

▇▇▇▇▇▇▇▇▇▇▇▇▇▇

▇▇.

Payment Mechanics

30.

Set-Off

31.

Notices

32.

Calculations And Certificates

33.

Partial Invalidity

34.

Remedies And Waivers

35.

Amendments And Waivers

36.

General

SECTION 12

GOVERNING LAW AND ENFORCEMENT

37.

Governing Law

38.

Jurisdiction

SCHEDULE 1                    The Original Lenders

173

SCHEDULE 2                    Conditions Precedent

174

SCHEDULE 3                    Requests

181

SCHEDULE 4                    EPCM Agreements

182

SCHEDULE 5                    Existing Operational Guarantees

183

SCHEDULE 6                    Form of Assignment Agreement

184

SCHEDULE 7                    Timetables

187

SCHEDULE 8                    Transaction Security Documents

188

SCHEDULE 9                    [Intentionally Left Blank]

193

SCHEDULE 10                  Form of Compliance Certificate

194

SCHEDULE 11                  Permitted Pension Funds and Life Assurer Transferees

196

SCHEDULE 12                  Information Undertakings - Method/Form Of Delivery

197

Signature Page

ATLATSA RESOURCES CORPORATION (previously known as Anooraq Resources Corporation), a public company incorporated under the laws of the Province of British Columbia, Canada with registration no. 10022-2033 (the Parent);

N1C RESOURCES INC., a limited liability company incorporated under the laws of the Cayman Islands with registration no. CR-94610 (N1C Resources);

PLATEAU RESOURCES PROPRIETARY LIMITED, a private limited liability company incorporated under the laws of South Africa with registration no. 1996/013879/07 as borrower (the Borrower);

N2C RESOURCES INC., a limited liability company incorporated under the laws of the Cayman Islands with registration no. CR-94611 (N2C Resources and an Original Guarantor);

BOKONI PLATINUM HOLDINGS PROPRIETARY LIMITED, a private limited liability company incorporated under the laws of South Africa with registration no. 2007/016711/07 as guarantor (an Original Guarantor);

BOKONI PLATINUM MINES PROPRIETARY LIMITED, a private limited liability company incorporated under the laws of South Africa with registration no. 2007/016001/07 as guarantor (an Original Guarantor);

RUSTENBURG PLATINUM MINES LIMITED, a limited liability company incorporated under the laws of South Africa with registration number 1931/003380/06 as senior lender (the Original Lender);

RUSTENBURG PLATINUM MINES LIMITED. a limited liability company incorporated under the laws of South Africa with registration number 1931/003380/06 as agent of the other Senior Finance Parties (the Senior Agent);

RUSTENBURG PLATINUM MINES LIMITED. a limited liability company incorporated under the laws of South Africa with registration number 1931/003380/06 as security agent for the Secured Parties (the Security Agent);

MICAWBER 603 PROPRIETARY LIMITED, a private limited liability company incorporated under the laws of South Africa with registration no. 2007/019599/07 (the Opco Security SPV); and

MICAWBER 634 PROPRIETARY LIMITED, a private limited liability company incorporated under the laws of South Africa with registration no. 2007/025445/07 (the Plateau Security SPV).

DEFINITIONS AND INTERPRETATION

DEFINITIONS

Account Bank means Standard Bank, or such other bank as the Senior Agent may consent to in writing.

Accounting Reference Date means 31 December of each year.

Acceptable Bank means:

a South African bank or financial institution or the South African branch of a foreign bank or financial institution, in each case, which has a credit rating equivalent to the minimum of S & P or Fitch credit rating of AA-(zaf), or Moody’s credit rating of Aa3za, a long-term national scale rating of A or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A2 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or

any other bank or financial institution approved by the Senior Agent in writing.

Accounting Principles means IFRS or, in relation to the Original Financial Statements of the Parent only, generally accepted accounting practice as applied in Canada (but only in relation to the Original Financial Statements of the Parent).

Acquisition means the acquisitions referred to in the Acquisition Agreements (as defined in the Implementation Agreement).

Acquisition Agreements means the “Acquisition Agreements” as defined in the Implementation Agreement, the Holdco Shareholders Agreement and any other agreement designated as an Acquisition Agreement by the Senior Agent and the Borrower, in each case relating to the Acquisition.

Acquisition Conditions Precedent means the conditions precedent stipulated in clause 3 of the Implementation Agreement.

Acquisition Documents means the June 2009 Acquisition Documents, the Acquisition Agreements and any other document designated as an Acquisition Document by the Senior Agent and the Borrower.

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.

▇▇▇▇ means the African Loan Market Association.

Amendment and Interim Implementation Agreement means the written amendment and interim implementation agreement concluded prior to the Signature Date between, amongst others, the Borrower, the Parent, Opco, Holdco and the Senior Agent which, amongst other things, amends certain provisions of the June 2009 Senior Facilities Agreement and certain other June 2009 Finance Documents and regulates the redemption of the class A preference shares issued by each of Opco, Holdco and Plateau and funds flow in relation thereto.

Anglo means Anglo American plc, a public company registered in England and Wales with registration no. 3564138.

Anglo Group means Anglo and each of its direct and indirect Subsidiaries for the time being.

Anglo Platinum means Anglo American Platinum Limited, a public limited liability company incorporated under the laws of South Africa with registration no. 1946/022452/06.

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to paragraph (a) of clause 20.1.1 (Financial statements) and includes the Opco Annual Financial Statements.

Annual Repayment Amount means, for each Financial Year the amount determined by applying the Repayment Formula for that Financial Year.

Annual Repayment Date means, for each Financial Year, the earlier of:

the date on which the audited consolidated annual financial statements referred to in clause 20.1.1(a) (Financial statements) are delivered to the Senior Agent in accordance with that clause; and

120 days after the end of that Financial Year.

Applicable Mine Plan means the Mine Plan or, in the event the same is updated in accordance with the provisions of clause 20.6 (Mine Plan) and approved by the Senior Agent (acting on the instructions of the Majority Lenders), the most recent such update so approved in each case incorporating the then applicable Base Case Model.

Applicable Spot Rate of Exchange means Standard Bank’s spot rate of exchange quoted by Standard Bank (as applicable) as a market related rate for the purchase of the relevant currency with Rands in the Johannesburg foreign exchange market at or about 11:00 a.m. Johannesburg time on a particular day.

Assignment Agreement means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

Atlatsa Common Shares means common shares, without par value, in the share capital of the Parent as such shares are constituted on the date of this Agreement, as the same may be reorganized, reclassified or otherwise changed pursuant to any Share Adjustment Event.

Atlatsa Corporate Services means Camipath Proprietary Limited (to be renamed Atlatsa Corporate Services South Africa Proprietary Limited), a private limited liability company incorporated under the laws of South Africa with registration no. 2012/146949/07, and wholly owned subsidiary of the Parent.

Atlatsa Group means the Parent, N1C Resources, N2C Resources, the Borrower, Holdco and Opco and each of their respective direct and indirect Subsidiaries for the time being.

Atlatsa Management Incentive Scheme means an equity linked incentive scheme for executives and senior management of the Parent or the Atlatsa Group, as determined by the board of Atlatsa Corporate Services from time to time.

Atlatsa Management Incentive Scheme Documents means the documents which establish and regulate the Atlatsa Management Incentive Scheme and delivered to the Senior Agent under paragraph 4 of Part 1A of Schedule 4 (Conditions Precedent).

Atlatsa Shareholder Loan means a loan in the principal sum of ZAR70,000,000 or the principal amount outstanding for the time being of that loan.

Atlatsa Shareholder Loan Agreement means the shareholder loan agreement in the agreed form, dated on or about 12 June 2009, between the Parent as lender and N1C Resources as borrower

pursuant to which the Parent agrees to lend the Atlatsa Shareholder Loan to N1C Resources to enable N1C Resources to fund the N1C Resources Shareholder Loan.

Atlatsa Shareholders Agreement means the shareholders agreement, dated on or about 12 June 2009, made between Pelawan Investments, the Parent, Pelawan Trust and the Borrower, which will replace, amongst others the Share Exchange Agreement and the Existing Atlatsa Shareholders Agreement.

Auditors means one of PricewaterhouseCoopers, Ernst & Young, KPMG, Deloitte or such other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed).

Authorisation means any authorisation, consent, approval, resolution, licence, exemption, filing, agreement, certificate, notarisation, resolution, permit or registration or any exemption from any of the aforesaid, by, with or from any authority which has jurisdiction, control or authority over any party in connection with any Transaction Document, any of the steps, exercise of rights or performance of obligations under any Transaction Document or in connection with any aspect of the business or operations of a party (including without limitation, any approvals required from the Exchange Control Department of the South African Reserve Bank in relation to any Transaction Document or any transaction contemplated under any Transaction Document and all necessary Mining Licenses).

Availability Period means:

in relation to the Tranche 1 Amount: the period commencing at 08h00 on the Closing Date and terminating after completion of Step 1 (Utilisation of the Tranche 1 Amount under the Senior Facilities Agreement) set out in the Implementation Agreement;

in relation to the Tranche 2 Amount: the period commencing on the Closing Date and terminating immediately after completion of the last of Step 6 (Repayment of Tranche 1 Amount) and Step 12 (Repayment of June 2009 Senior Facilities Agreement Outstandings) set out in the Implementation Agreement; and

in relation to all other Utilisations under the Facility (including under the Revolving Facility): the period commencing on 1 January 2013 and terminating on (but excluding) 30 December 2018.

Available Commitment means each Lender’s pro rata portion of the following aggregate principal amounts which may be utilised under this Agreement:

the Tranche 1 Amount only: for the period commencing at 08h00 on the Closing Date and terminating after completion of Step 1 (Utilisation of the Tranche 1 Amount under the Senior Facilities Agreement) set out in the Implementation Agreement and terminating immediately after completion of Step 6 (Repayment of Tranche 1 Amount) set out in the Implementation Agreement;

an aggregate amount of ZAR2,300,000,000 (Two Billion Three Hundred Million Rand only) (including the Tranche 2 Amount): for the period commencing immediately prior to Step 11 (Utilisation of the Tranche 2 Amount under the Senior Facilities Agreement) set out in the Implementation Agreement and terminating on the earlier of:

17h00 on the Business Day immediately following the Framework Agreement Subscription Settlement Date; and

31 December 2018,

Available Facility means in relation to the Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of the Facility.

B Preference Share Documents means the “B Preference Share Documents” as defined in the June 2009 Senior Facility Agreement.

Base Case Model means the financial model entitled “Bokoni Base Case Model” referred to in paragraph 14.1 of Schedule 2 (Conditions precedent) and delivered to RPM by the financial director of the Parent before the Closing Date pursuant to clause 4.1 (Initial conditions precedent), setting out inter alia the projected production (if

applicable), income, expenditure, actual and projected cash flows, assets and liabilities of Opco, Holdco and the Borrower for the period from 1 January 2013 to 31 December 2022 based on the Applicable Mine Plan and on prudent assumptions (and including computations and methodology of calculating ratios contained therein) in the agreed form prepared by the Borrower, as amended from time to time in accordance with the terms of this Agreement so as to be consistent with the Applicable Mine Plan from time to time.

Boikgantsho means Boikgantsho Platinum Mine (Proprietary) Limited, a private limited liability company incorporated under the laws of South Africa with registration no. 2003/012394/07, a wholly-owned subsidiary of Holdco.

Borrower Business Account means the Rand denominated bank account referred to in clause 22.35.4(a) (Accounts):

held in South Africa by the Borrower with Standard Bank;

held in the name of the Borrower, with account number 420 981 292, at the Sandton branch of Standard Bank (branch code 019205);

subject to Security in favour of the Plateau Security SPV which Security is in form and substance satisfactory to the Senior Agent; and

from which no withdrawals may be made by the Borrower except as contemplated by this Agreement,

Borrower Business Revenue means all income or revenue received by or paid to the Borrower of whatsoever nature.

Borrower Group means N1C Resources, N2C Resources, the Borrower, Holdco, Opco and each of their respective direct or indirect Subsidiaries for the time being.

Borrower WCF Account means the Rand denominated bank account referred to in clause 22.35.4(a) (Accounts):

held in South Africa by the Borrower with Standard Bank;

with account number 42 104 539 6, at the Sandton branch of Standard Bank (branch code 019205);

subject to Security in favour of the Plateau Security SPV which Security is in form and substance satisfactory to the Senior Agent; and

from which no withdrawals may be made by the Borrower except as contemplated by this Agreement and the Working Capital Facility Agreement,

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Johannesburg and London.

Capital Expenditure means any expenditure or obligation in respect of Property, Plant and Equipment, as defined in the Accounting Principles and which is included in the Base Case Model or otherwise approved by the Senior Agent (acting on the instructions of the Majority Lenders).

Cash means all cash at any time, including cash denominated in Rand or Dollars in hand or at bank and (in the latter case) credited to an account in the name of the relevant member of the Borrower Group.

Cash Equivalent Investments means at any time:

certificates of deposit maturing not later than the end of the Financial Quarter in which the investment is made and issued by an Acceptable Bank;

any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, South Africa, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing not later than the end of the Financial Quarter in which the investment is made and not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security for which a recognised trading market exists:

issued by an issuer incorporated in the United States of America, the United Kingdom, South Africa, any member state of the European Economic Area or any Participating Member State;

which matures not later than the end of the Financial Quarter in which the investment is made; and

which has a long-term national scale credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent long-term national scale rating;

sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

any investment in money market funds which:

have a long term national scale credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investor Services Limited;

invest substantially all their assets in securities of the types described in clauses 1.1.44(a) to (d) above; and

can be turned into Cash by not later than the last day of the Financial Quarter in which the investment is made; or

any other debt security approved by the Majority Lenders,

Cash Sweep Amount means, in relation to each Financial Quarter, the amount calculated in accordance with clause 6.1.1 (Quarterly Cash Sweep Repayments).

Cash Sweep Repayment means:

in relation to each June Financial Half Year, the aggregate amounts paid by the Borrower to the Senior Agent in accordance with clause 6.1.1 (Quarterly Cash Sweep Repayments) in that June Financial Half Year; and

in relation to each Financial Year, the aggregate amounts paid by the Borrower to the Senior Agent in accordance with clause 6.1.1 (Quarterly cash sweep repayments) in that Financial Year.

Change of Control means:

HDPs cease to have direct or indirect legal and beneficial ownership of at least 51% of the issued equity share capital of Pelawan Investments;

HDPs cease to have direct or indirect legal and beneficial ownership of at least 51% of the issued equity share capital of Holdco;

Pelawan Investments ceases to be the beneficiary of Pelawan Trust and/or Pelawan Dividend Trust (other than in circumstances where Pelawan Trust and Pelawan Dividend Trust are terminated and the Pelawan Atlatsa Common Shares are distributed in specie to Pelawan Investments);

the Pelawan Group ceases to have direct or indirect legal and beneficial ownership of at least 51% of the issued equity share capital of the Atlatsa Group;

a “Change of Control” as defined in the Holdco Shareholders Agreement which is not remedied or cured in accordance with and within the applicable remedy or cure periods referred to in the Holdco Shareholders Agreement;

the Parent ceases to have legal and beneficial ownership of 100% of the issued equity share capital of N1C Resources;

N1C Resources ceases to have legal and beneficial ownership of 100% of the issued equity share capital of N2C Resources;

N2C Resources ceases to have legal and beneficial ownership of 100% of the issued ordinary equity share capital of the Borrower except on a temporary intra-day basis pursuant to the steps required to convert the convertible preference shares as contemplated by the B Preference Share Documents;

the Borrower ceases after the Closing Date to have legal and beneficial ownership of at least 51% of the issued equity share capital of Holdco;

Holdco ceases to have legal and beneficial ownership of 100% of the issued equity share capital of Opco;

any person or group of persons acting in concert gains direct or indirect control of the Parent;

any person or group of persons acting in concert gains direct or indirect control of Pelawan Investments (other than pursuant to an “Excluded Change” (as defined in the Holdco Shareholders Agreement as at the date of this Agreement)).

For the purposes of this definition:

control in relation to a person means:

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than 35%, of the maximum number of votes that might be cast at a general meeting of that person; or

appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

give directions with respect to the operating and financial policies of that person, with which the directors or other equivalent officers of that person are obliged to comply; and/or

the holding beneficially of more than 35% of the issued equity share capital of that person;

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 a person by any of them, either directly or indirectly, to obtain or consolidate control of that person;

equity share capital in relation to a person, means that person’s issued share capital (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).

Closing Date means the “Closing Date” as defined in the Implementation Agreement.

Commitment means:

in relation to an Original Lender, the amount in Rands set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

Community Trust Documents means the “Community Trust Documents” as defined in the 2009 Senior Facilities Agreement.

Companies Act means the Companies Act, 2008 of South Africa.

Completion means the completion of the Acquisition in accordance with the terms of each Acquisition Document and Steps 1 to 12 set out in the Implementation Agreement.

Compliance Certificate means a certificate substantially in the form set out in Schedule 10 (Form of Compliance Certificate) or otherwise in form and substance satisfactory to the Senior Agent.

Confidentiality Undertaking means a confidentiality undertaking substantially in the form recommended by the ▇▇▇▇ or in any other form agreed between the Borrower and the Senior 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, certificate of incorporation or commercial registration certificate).

Counter Indemnity Agreements means collectively, the Opco Counter Indemnity Agreement, the Holdco Counter Indemnity Agreement, the N2C Resources Counter Indemnity Agreement and the Plateau Counter Indemnity Agreement.

CPI means the consumer price index for all expenditure groups: Metropolitan and other urban areas [B2008=100] as published from time to time by Statistics South Africa, in Statistical Release P0141, or such index for CPI as determined by Statistics South Africa and as may replace or supersede the same, provided that if, after the Signature Date:

such index shall cease to be published; or

either the Senior Agent acting on behalf of the Majority Lenders or the Borrower should notify the other on reasonable grounds that, due to a change in circumstances, the index is no longer

representative, then, in any such circumstances, the Senior Agent and the Borrower will use such other official information or index calculating the rate of inflation as may be available and acceptable to them, or failing such acceptance, then, for the purposes of the Finance Documents, an alternative index (which reasonably approximates what CPI measured before the index ceased to be published or was no longer representative) shall be determined by the chief economist of Standard Bank which determination shall be binding upon the Parties.

Dangerous Substance means any radioactive emissions and any natural or artificial substance (whether in solid or liquid form or in the form of a gas or vapour and whether alone or in combination with any other substance) capable of causing harm to man or any other living organism supported by the environment or damaging the environment or public health or welfare including but not limited to any controlled, special, hazardous, toxic, radioactive or dangerous waste.

Debt Guarantees means collectively, the Opco Security SPV Debt Guarantee and the Plateau Security SPV Debt Guarantee.

Default means an Event of Default or any event or circumstance specified in clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

Delegate means any delegate, agent, attorney or trustee appointed by either Security SPV or the Security Agent.

Designated Dividend means a dividend, repayment of any loan account, or any other payment of whatsoever nature by the Borrower to N2C Resources (each an N2C Resources Distribution) provided that an N2C Resources Distribution may be declared or paid:

in an amount, in any Financial Year, not exceeding the Designated Dividend Amount calculated with reference to the immediately preceding Financial Year;

after the Working Capital Facility Discharge Date;

only once in any Financial Year and within 30 days following the end of that Financial Year;

if no Default is continuing or is reasonably likely to result from such N2C Resources Distribution;

such payment is not prohibited under the Global Intercreditor Agreement; and

the Borrower’s source of funding for such N2C Resources Distribution is either (i) from a dividend or repayment of loan account received from Holdco (which has been paid to the Borrower in accordance with the Holdco Shareholders Agreement), or (ii) from a redraw under this Facility referred to in clause 6.1.5(a) (Re-borrowing).

Designated Dividend Amount means an amount determined in accordance with the following formula, in relation to Opco and for each Financial Year, calculated with reference to the cash flow statement comprised in the Opco Annual Financial Statements for that Financial Year:

((OA - IA) + IAD) x (BI x 0, 1) = DA

OA is Cash generated from/utilised in Opco’s operating activities, calculated in accordance with the Accounting Principles;

IA is Cash utilised in Opco’s investing activities, being the acquisition of Property, Plant and Equipment (as defined in the Accounting Principles);

IAD is Cash generated from/attributable to Opco’s investing activities comprising the disposal of Property, Plant and Equipment (as defined in the Accounting Principles);

BI is the percentage shareholding of the Borrower in Holdco as at the last day of the relevant Financial Year; and

DA is, in relation to each June Financial Half Year, the Semi-Annual Repayment Amount and in relation to each Financial Year, the Annual Repayment Amount, as the case may be.

Disbursement Accounts means each of the Rand denominated bank account referred to in clause 22.35.3 (Accounts):

held in South Africa by the Borrower, Holdco and Opco, respectively, with the Disbursement Accounts Bank; and

subject to Security in favour of either Security SPV which Security is in form and substance satisfactory to the Senior Agent,

Disbursements Account Bank means The Standard Bank of South Africa Limited, or such other bank as the Senior Agent and the Borrower may agree to.

Disclosure Material means the disclosure material in the agreed form furnished to RPM in accordance with the terms of the Ga-Phasha RPM Sale of a Portion of a Mining Right Agreement (as such agreement is defined in the Implementation Agreement).

Disclosure Schedule means the disclosure schedule delivered by the Borrower to the Senior Agent on the Signature Date in accordance with the Ga-Phasha RPM Sale of a Portion of a Mining Right Agreement (as defined in the Implementation Agreement).

Disposal means a sale, lease, license, 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:

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 Facility (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

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:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

DM means the Department of Mineral Resources of the Republic of South Africa and its successors.

Dormant Subsidiary means a member of the Atlatsa Group, the Borrower Group or the Holdco Group which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it) which in aggregate have a value of ZAR1.000 or more or its equivalent in other currencies.

Electricity Supply Agreement means the electricity supply agreement concluded or to be concluded between Eskom Holdings Limited and Opco relating to the supply of electricity to Lebowa.

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

Environmental Contamination means each of the following and their consequences:

any release, emission, leakage or spillage of any Dangerous Substance into any part of the environment;

any accident, fire, explosion or sudden event in relation to the Project which is directly or indirectly caused by or attributable to any Dangerous Substance; or

any pollution of the environment.

Environmental Law means any applicable law or regulation which relates to:

the pollution or protection of the environment;

harm to or the protection of human health;

the conditions of the workplace; or

any emission or substance capable of causing harm to any living organism or the environment,

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 any member of the Borrower Group conducted on or from the properties owned or used by any member of the Borrower Group.

Environmental Report means the environmental compliance report prepared by Metago Environmental Engineers Proprietary Limited and dated 10 December 2010 relating to all environmental matters at the Opco level (including compliance by Opco with the Equator Principles if, and at all times after, the Senior Agent has notified the Borrower in writing that such compliance is required) and addressed to, and/or capable of being relied upon by, the Senior Finance Parties.

EPCM Agreements means the engineering, procurement and construction management agreements and other construction agreements all as specified in Schedule 4 (EPCM Agreements).

Equator Principles means the framework for the management of environmental and social issues in project financing published at ▇▇▇.▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇.▇▇▇.

Equity means, as at the date for calculation, the aggregate (without double counting) of:

the issued equity share capital (including any share premium) of the Borrower;

the distributable reserves of the Borrower;

any Financial Indebtedness of the Borrower subordinated to the claims of the Senior Finance Parties under the Global Intercreditor Agreement.

ESOP Documents means the “ESOP Documents” as defined in the June 2009 Senior Facilities Agreement.

Event of Default means any event or circumstance specified as such in clause 23 (Events of Default).

Excluded Subsidiaries means Atlatsa Minera Mexicana and its direct or indirect Subsidiaries.

Existing Atlatsa Shareholders Agreement means the shareholders agreement, dated 19 September 2004, made between the Parent, Pelawan Investments and Pelawan Trust.

Existing Indebtedness means, as at the Closing Date, the indebtedness of the Borrower (including in relation to the redemption of all preference shares) to RPM under each of the following agreements:

the June 2009 Senior Facilities Agreement; and

the RPM Operating Cash Flow Shortfall Facility Agreement.

Existing Operational Guarantee means a guarantee existing as at the Signature Date and disclosed in Schedule 5 (Existing Operational Guarantees).

Facility means the term loan facility made available under this Agreement as described in clause 2.1 (The Facilities).

Facility Office means:

in respect of a Lender, the office or offices notified by that Lender to the Senior Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 (five) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

Final Discharge Date means the “Final Discharge Date” as this term is defined in the Global Intercreditor Agreement.

Final Maturity Date means:

in relation to the Tranche 1 Amount: the date upon which Step 6 (Repayment of Tranche 1 Amount) set out in the Implementation Agreement is required to be completed in accordance with the Implementation Agreement;

in relation to Total Facility Outstandings required to be repaid to reduce the Total Facility Outstandings to R1,000,000,000: 31 December 2018;

in relation to Total Facility Outstandings required to be repaid to reduce the Total Facility Outstandings to R500,000,000: 31 December 2019; and

in relation to Total Facility Outstandings required to be repaid to reduce the Total Facility Outstandings to zero: 31 December 2020.

Finance Document means:

this Agreement;

Working Capital Facility Agreement;

the Amendment and Interim Implementation Agreement;

the Implementation Agreement (and Funds Flow Statement);

any Compliance Certificate;

the Plateau Intercreditor Agreement;

the Global Intercreditor Agreement;

each Transaction Security Document;

any Utilisation Request;

each Debt Guarantee;

each Counter Indemnity Agreement;

each Security SPV Document; and

each other RPM Finance Document,

Finance Lease means any lease or instalment sale contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease.

Finance Party means the Senior Agent, the Security Agent, a Lender, the Plateau Security SPV and the Opco Security SPV.

Financial Half-Year means the period commencing on the day after one Semi-Annual Date and ending on the next Semi-Annual Date.

Financial Indebtedness means any indebtedness for or in respect of:

moneys borrowed and debit balances at banks or other financial institutions;

any amount raised by acceptance under any acceptance credit or ▇▇▇▇ discounting facility (or dematerialised equivalent);

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of Finance Leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any

requirement for de-recognition under the Accounting Principles);

any Treasury Transaction (and, when calculating the value of that Treasury 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 Treasury Transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles;

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; or

the agreement is in respect of the supply of assets or services and payment is due more than 90 (ninety) days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) which would be classified as borrowings under the Accounting Principles; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

Financial Year means the annual accounting period of the Atlatsa Group, the Borrower Group and the Holdco Group ending on the Accounting Reference Date.

Force Majeure means circumstances or an event beyond the reasonable control of the Borrower which, despite the exercise of diligent efforts, the Borrower was unable to prevent, limit or minimise, including (without limitation) any act of God, any act or omission of a competent authority, war, (whether declared or not), military operations, insurrection or civil disorder, riot, strikes (except strikes by

or affecting employees of the Borrower as a result of any unlawful act or omission of the Borrower), civil commotion, invasion, armed conflict, hostile act of foreign enemy, act of terrorism, sabotage, radiation, plague or epidemic, a continuing emergency situation, fire, lightning, explosion or any other such cause.

Framework Agreement means the written transaction framework agreement concluded or to be concluded between amongst others, the Borrower, RPM and the Parent, which, amongst other things regulates the implementation of various transactions, including the sale by RPM of certain Atlatsa Common Shares to Pelewan Investments and the advance of an inter-company loan by the Parent to the Borrower utilising the proceeds of a subscription by RPM for shares in the Parent.

Framework Agreement Subscription Settlement Date means “Subscription Settlement Date” as defined in the Framework Agreement.

Funds Flow Statement means the “Funds Flow Statement” as defined in the Implementation Agreement.

Ga-Phasha means Ga-Phasha Platinum Mine Proprietary Limited (formerly Micawber 277), a private limited liability company incorporated under the laws of South Africa with registration no. 2002/016481/07.

Global Intercreditor Agreement means the amended and restated global intercreditor agreement in the agreed form, dated on or about the date of this Agreement, between the Senior Agent, the Security Agent, the Borrower, RPM, Holdco, Opco, the Parent, N1C Resources, N2C Resources, the Working Capital Facility Lender, the Opco Security SPV and the Plateau Security SPV.

GMG means GMG Trust Company (SA) Proprietary Limited, a private limited liability company incorporated under the laws of South Africa with registration no. 2006/013631/07 (previously Sentinel Corporate Fiduciary Services).

Group Structure Charts means the Atlatsa Group and the Borrower Group structure charts in the agreed form.

Guarantor means each Original Guarantor and any other person that accedes to this Agreement as a Guarantor.

HDP means:

an Historically Disadvantaged Person as defined in the MPRD Act, provided that a trust that is an HDP by virtue of the provisions of paragraph (b) of this definition and a company that

is an HDP by virtue of the provisions of paragraph (c) of this definition will (for purposes of both paragraphs (a) and (c) of the definition of Historically Disadvantaged Person in the MPRD Act) be regarded to be a person contemplated in paragraph (a) of the definition of Historically Disadvantaged Person in the MPRD Act; or

a trust:

the majority of the trustees of which are “Historically Disadvantaged Persons” as defined in the MPRD Act; and

in which, the trust deed provides that, upon distribution of the assets and/or the income of the trust to the beneficiaries of the trust, more than 50% of the value of such assets and more than 50% of the trust income will be distributed to persons who are “Historically Disadvantaged Persons” as defined in the MPRD Act; or

a company wholly owned by:

natural person/s who are “Historically Disadvantaged Persons” as defined in the MPRD Act; and/or

a trust contemplated in (b) above; provided that the trust deed in respect of such trust provides that upon distribution of the assets and/or the income of such trust to the beneficiaries of such trust, 100% of the value of such assets and 100% of the trust income will be distributed to persons who are “Historically Disadvantaged Persons” as defined in the MPRD Act.

Holdco means Bokoni Platinum Holdings Proprietary Limited, a private limited liability company incorporated under the laws of South Africa with registration no. 2007/106711/07.

Holdco Business Account means the Rand denominated bank account referred to in clause 22.35.4(b) (Accounts):

held in South Africa by Holdco with Standard Bank;

held in the name of Holdco, with account number 000 000 639, at the Johannesburg branch of Standard Bank (branch code 000205);

subject to Security in favour of the Opco Security SPV which Security is in form and substance satisfactory to the Senior Agent; and

from which no withdrawals may be made by Holdco except as contemplated by this Agreement,

Holdco Business Revenue means all income or revenue received by or paid to Holdco of whatsoever nature.

Holdco Cession in Security means the cession in security agreement dated on or about the date of this Agreement and entered into by Holdco in favour of the Opco Security SPV.

Holdco Group means Holdco, Opco and each of their respective direct or indirect Subsidiaries for the time being.

Holdco Sale of Shares Agreement means the “Holdco Sale of Shares Agreement” as defined in the June 2009 Senior Facilities Agreement.

Holdco Security Documents means each of the documents listed as being a Holdco Security Document in Part 2 of Schedule 8 (Transaction Security Documents) together with any other document entered into by Holdco creating or expressed to create any Security over all or any of its assets in respect of any of the obligations of Holdco under the Finance Documents.

Holdco Shareholders Agreement means the shareholders’ agreement, dated 28 March 2008, between the Borrower, RPM and Holdco, to govern the relationship between the Borrower and RPM as shareholders of Holdco and the Holdco Group, (including an amendment to such agreement entered into on or about the date of this Agreement).

Holdco Shareholders Agreement Financial Covenants means the financial covenants in relation to Holdco and Opco set out in the Holdco Shareholders Agreement.

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

IFRS means international financial reporting standards as issued from time to time by the International Accounting Standards Board or its successor body, to the extent applicable to the relevant financial statements.

Implementation Agreement means the written implementation agreement concluded or to be concluded on or about the Signature Date between amongst others, the Borrower, the Senior Finance

Parties, the Senior Agent and the Security Agent which, amongst other things regulates the order in which the Existing Indebtedness will be settled and governs the implementation of the agreements giving effect to the Acquisition, including the Acquisition Agreements.

Indexed means, in relation to any sum, that sum adjusted annually to take account of year-on-year changes in the CPI since 30 June 2012.

Information Package means the Reports and the Base Case Model.

Insurance Report means an insurance report prepared by ▇▇▇▇▇ Proprietary Limited and delivered to the Senior Agent in compliance with the provisions of clause 4.1 (Initial conditions precedent) and addressed to, and/or capable of being relied upon by, the Senior Finance Parties.

Insurances means all contracts and policies of insurance and reinsurance of any kind which are taken out or effected by, or on behalf of, any member of the Borrower Group or (to the extent of its interest) in which any member of the Borrower Group has an interest.

Intellectual Property means:

any patents, trademarks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests, whether registered or unregistered; and

the benefit of all applications and rights to use such assets of each member of the Borrower Group.

Intercreditor Agreements means collectively, the Global Intercreditor Agreement and the Plateau Intercreditor Agreement.

Interest Period means, in relation to a Loan, each period determined in accordance with clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 9.3 (Default interest).

JIBAR means for any Loan or Unpaid Sum:

the applicable Screen Rate; or

(if no Screen Rate is available) the arithmetic mean of the rates for a three month period (rounded upwards to four decimal places) as supplied to the Senior Agent at its request quoted by the Reference Banks to leading banks in the Johannesburg interbank market,

as of 11:00a.m., Johannesburg time, on the Quotation Day for the offering of deposits in Rand and for a three month period.

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

June 2009 Acquisition Documents means the “Acquisition Documents” as this term is defined in the June 2009 Senior Facilities Agreement.

June 2009 Senior Facilities Agreement means the ZAR750,000,000 (inclusive of capitalised interest) term facility agreement dated 12 June 2009 and made between, amongst others, (1) the Parent, (2) N1C Resources, (3) N2C Resources, (4) the Borrower, (5) RPM in its capacity as lender, senior agent and security agent.

June 2009 Transaction Documents means the “Transaction Documents” as defined in the June 2009 Senior Facilities Agreement.

June Financial Half Year means the Financial Half Year ending on 30 June in each year.

Key Management Positions means collectively, the chief executive officer of the Parent, the chief financial officer of the Parent and the chief commercial officer (and any successor position) of the Parent and Key Management Position means, as the context requires, any one of them.

Land Rights means the “Land Rights” as this term is defined in the June 2009 Senior Facilities Agreement.

Lebowa means the Lebowa Platinum Mine operations including, a PGM mine located on the Eastern Limb of the Bushveld Complex in South Africa, on the Diamand, Wintersveld, Jagdlust, Middelpunt, Umkoanesstad and Zeekoegat farms.

Legal Opinion means any legal opinion delivered to the Senior Agent under clause 4.1 (Initial Conditions Precedent).

Legal Reservations means any matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

Lender means:

any Original Lender; and

any other entity which has become a Party in accordance with clause 24 (Changes to the Lenders),

Loan means a loan (denominated in Rands) made or to be made under the Facility or the principal amount outstanding for the time being of that loan (which principal amount outstanding shall include capitalised interest) and shall include a Revolving Facility Loan.

LPM means Lebowa Platinum Mines Limited, a public limited liability company incorporated under the laws of South Africa with registration no. 1963/006144/06.

Major Event of Default means any of the Events of Default set out in clauses 23.1 (Non-payment), clause 23.2 (Information undertakings and other obligations) (but only in relation to the non delivery of Semi- Annual Financial Statements and/or Annual Financial Statements or any Compliance Certificate in accordance with this Agreement), clause 23.5 (Cross default), 23.6 (Insolvency), 23.7 (Insolvency and business rescue proceedings).

Majority Lenders at any time means:

if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate at least 66 ²⁄₃% percent (sixty six and two thirds percent) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregate at least 66 ²⁄₃% percent (sixty six and two thirds percent) of the Total Commitments immediately prior to the reduction); or

at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate at least 66 ²⁄₃% percent (sixty six and two thirds percent) of the Loans then outstanding.

Management Agreement means the management services agreement entered into on 19 June 2009 between the Borrower, Atlatsa, Holdco, Opco and Anglo Platinum, in terms of which Atlatsa provides management services to Opco.

Margin means:

in relation to any Loan, at any time, the percentage rate per annum determined in accordance with clause 9.1;

in relation to any Unpaid Sum relating or referable to the Facility, the rate per annum specified above or below, as the case may be, for the Facility plus 2% per annum; and

in relation to any other Unpaid Sum, the highest rate specified in (a) above plus 2% per annum.

Material Adverse Effect means a material adverse effect on:

the business, operations, property, condition (financial or otherwise) or prospects of the Parent, the Atlatsa Group taken as a whole, the Borrower or any other Obligor or the Borrower Group taken as a whole; or

the ability of an Obligor to perform its obligations under any of the Transaction Documents; or

the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Senior Finance Party (directly or indirectly) under any of the Finance Documents.

Maximum Permitted Outstanding Amount means:

the Tranche 1 Amount only : for the period commencing at 08h00 on the Closing Date and terminating after completion of Step 1 (Utilisation of the Tranche 1 Amount under the Senior Facilities Agreement) set out in the Implementation Agreement and terminating immediately after completion of Step 6 (Repayment of Tranche 1 Amount) set out in the Implementation Agreement;

an aggregate amount of ZAR2 300 000 000 (Two Billion Three Hundred Million Rand only) (including the Tranche 2 Amount): for the period commencing immediately prior to Step 11 (Utilisation of the Tranche 2 Amount under the Senior Facilities Agreement) set out in the Implementation Agreement and terminating on the earlier of:

17h00 on the Business Day immediately following the Framework Agreement Subscription Settlement Date; and

31 December 2018,

an aggregate amount of ZAR1,000,000,000 (One Billion Rand only): at all times from 31 December 2018 to 30 December 2019;

an aggregate amount of ZAR500 000 000 (Five Hundred Million Rand only): at all times from 31 December 2019 to 30 December 2020; and

at any time from 31 December 2020: zero.

Mine shall bear the meaning ascribed to that term in the MPRD Act and Mining and Mined shall bear a corresponding meaning.

Mining Laws means all laws relating to Mining in South Africa including, without limitation, the MPRD Act, the National Water Act, 1998 and the Mine Health and Safety Act, 1996.

Mining Licences means all licences, consents, permits, authorisations, rights and approvals under the Mining Laws for the Mining operations conducted, or to be conducted, by members of the Borrower Group.

Mine Plan means, in relation to the period beginning on 1 January 2013 and ending on 31 December 2022, the business development plan in relation to the Mining operations of Opco, in agreed form and delivered by the Borrower to the Senior Agent pursuant to clause 4.1 (Initial conditions precedent).

Mining Rights means mining rights (as defined under the MPRD Act).

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:

(subject to paragraph (c) below) 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;

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

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.

MPRD Act means the Mineral and Petroleum Resources ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ of South Africa.

N1C Resources Shareholder Loan means a loan in the principal sum of ZAR70,000,000 or the principal amount outstanding for the time being of that loan.

N1C Resources Shareholder Loan Agreement means the shareholder loan agreement in the agreed form, dated 23 June 2009, between N1C Resources as lender and N2C Resources as borrower pursuant to which N1C Resources agrees to lend the N1C Resources Shareholder Loan to N2C Resources to enable N2C Resources to fund the N2C Resources Shareholder Loan.

N2C Resources Counter Indemnity Agreement means the amended and restated counter indemnity agreement, dated on or about the date of this Agreement, between N2C Resources and the Plateau Security SPV, pursuant to which N2C Resources indemnifies and holds the Plateau Security SPV harmless in respect of claims made against the Plateau Security SPV under the Plateau Debt Guarantee.

N2C Resources Security Documents means each of the documents listed as being a N2C Resources Security Document in Part 4 of Schedule 8 (Transaction Security Documents) together with any other document entered into by N2C Resources creating or expressed to create Security over all or any of its assets in respect of any of the obligations of any member of the Borrower Group under any of the Finance Documents.

N2C Resources Shareholder Loan means a loan in the principal sum of ZAR70,000,000 or the principal amount outstanding for the time being of that loan.

N2C Resources Shareholder Loan Agreement means the direct shareholder loan agreement in the agreed form, dated on or about 12 June 2009, between N2C Resources as lender and the Borrower as borrower pursuant to which N2C Resources agrees to lend the N2C Resources Shareholder Loan to the Borrower to enable the Borrower to fund the payment to RPM of a portion of the purchase price for 11,93% of the issued share capital of Holdco under a sale of shares agreement.

New Order Rights means the following:

the Middelpunt Mining Right, being the converted mining right ceded to Opco by Lebowa Platinum Mines Limited in terms of a deed of cession executed on 30 June 2009 before ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, a Notary Public, under Protocol Number 1418/2009, over the farms Middelpunt 420 KS; Diamand 422 KS, Zeekoegat 421 KS; Umkoanesstad 419 KS and Brakfontein 464 KS, issued in terms of item 7 of Schedule II to the MPRDA in respect of the following minerals: Diamand, all rights to minerals; Portion of Zeekoegat PGMs together with metals and minerals found in mineralogical association therewith including but not limited to chrome, gold, silver, copper, nickel and cobalt together with any such other metals and minerals which have to be mined out of necessity and convenience together with PGMs; Middelpunt, all rights to precious metals; Umkoanesstad, all rights to minerals and Brakfontein, PGMs together with metals and minerals found in mineralogical association therewith including but not limited to chrome, gold, silver, copper, nickel and cobalt together with any such metals and minerals which have to be mined out of necessity and convenience together with the PGMs, as may be amended pursuant to the provisions of the relevant Acquisition Agreements; and

the Jagdlust Mining Right being the converted mining right ceded to Opco by Lebowa Platinum Mines Limited over the farm Wintersveld 417 K.S. and portion 1 of the remaining extent of the farm Jagdlust 418 K.S. issued in terms of item 7 of Schedule II to the MPRDA in respect of the following minerals: platinum, palladium, rhodium, ruthenium, iridium and osmium and all minerals associated therewith including but not limited to gold, silver, chrome, copper, nickel and cobalt which may be extracted from the normal mining of platinum, palladium, rhodium, ruthenium, iridium and osmium;

Obligor means the ▇▇▇▇▇▇, ▇▇▇ Resources, the Borrower, each Original Guarantor and each person that accedes to this agreement as a Guarantor.

Obligors’ Agent means the Borrower, appointed to act on behalf of the Parent and N2C in relation to the Finance Documents pursuant to clause 2.3 (Obligors’ Agent).

Opco means Bokoni Platinum Mines Proprietary Limited, a private limited company incorporated under the laws of South Africa with registration no. 2007/016001/07.

Opco Annual Financial Statements means, in relation to Opco only, the audited consolidated (if applicable) annual financial statements for each Financial Year.

Opco Business Account means the Rand denominated bank account referred to in clause 22.35.4(c) (Accounts):

held in South Africa by Opco with Standard Bank;

held in the name of Opco, with account number 000 000 582, at the Johannesburg branch of Standard Bank (branch code 000205);

subject to Security in favour of the Opco Security SPV which Security is in form and substance satisfactory to the Senior Agent; and

from which no withdrawals may be made by Opco except as contemplated by this Agreement,

Opco Business Revenue means all income or revenue received by or paid to Opco of whatsoever nature (including, without limitation, all sums paid to Opco by RPM under the Sale of Concentrate Agreements).

Opco Counter Indemnity Agreement means the amended and restated counter indemnity agreement, dated on or about the date of this Agreement, between Opco and the Opco Security SPV pursuant to which Opco indemnifies and holds the Opco Security SPV harmless in respect of claims made against the Opco Security SPV under the Opco Security SPV Debt Guarantee.

Opco Security Documents means each of the documents listed as being an Opco Security Document in Part 1 of Schedule 8 (Transaction Security Documents) together with any other document entered into by Opco creating or expressed to create any Security over all or any of its assets in respect of any of the obligations of any member of the Borrower Group under any of the Finance Documents.

Opco Security SPV means Micawber 603 Proprietary Limited, a private limited liability company incorporated under the laws of South Africa with registration no. 2007/019599/07.

Opco Security SPV Counter Indemnity Agreements means collectively:

the Opco Counter Indemnity Agreement;

the Holdco Counter Indemnity Agreement; and

any other counter indemnity agreement in a form agreed to by the Borrower and the Security Agent, issued by any debtor of any Senior Finance Party in favour of the Opco Security SPV in relation to any Opco Security Debt Guarantee.

Opco Security SPV Debt Guarantee means:

the debt guarantee in the agreed form, dated on or about the date of this Agreement, issued by the Opco Security SPV in favour of the Senior Agent for the obligations of the Opco Security SPV Obligors owed to the Senior Finance Parties under the Finance Documents; and

any other debt guarantee in a form agreed to by the Borrower and the Security Agent, issued by the Opco Security SPV in favour of one or more of the Senior Finance Parties.

Opco Security SPV Documents means collectively, the Opco Security SPV Management Documents and the Security SPV Owner Trust Deed.

Opco Security SPV Management Documents means collectively, the Constitutional Documents of the Opco Security SPV and the Security SPV Management Agreement.

Opco Security SPV Obligors means Opco, Holdco and each other person which has entered into an Opco Security SPV Counter Indemnity Agreement in favour of the Opco Security SPV.

Opco Semi-Annual Financial Statements means, in relation to Opco only, the unaudited consolidated (if applicable) semi-annual financial statements for each June Financial Half Year.

Operating Agreements means collectively:

the Electricity Supply Agreement;

the EPCM Agreements;

the Sale of Concentrate Agreements;

the Service(s) Agreements;

the Umbrella Services Agreement;

the Management Agreement; and

the agreements in respect of the Land Rights,

and any other document designated as an Operating Agreement by the Senior Agent and the Borrower.

Operating Budget means, in relation to Opco:

in relation to the period beginning on 1 January 2013 and ending on 31 December 2015, an operating budget in the agreed form showing the forecast of production and cash flow for the Mining operations of the Holdco Group for that period to be delivered by the Borrower to the Senior Agent pursuant to clause 4.1 (Initial conditions precedent); and

in relation to any other period, any operating budget delivered by the Borrower to the Senior Agent pursuant to clause 20.5 (Operating Budget) showing the forecast of production and cash flow for the Mining operations of the Holdco Group for that period,

Original Financial Statements means:

in relation to the Parent, its consolidated audited financial statements for its Financial Year ended 31 December 2011;

in relation to N1C Resources, its consolidated audited financial statements for its Financial Year ended 31 December 2011;

in relation to N2C Resources, its consolidated audited financial statements for its Financial Year ended 31 December 2011;

in relation to the Borrower, its consolidated audited financial statements for its Financial Year ended 31 December 2011.

Original Guarantor means each of N2C Resources, Holdco and Opco.

Original Lender means an Original Lender listed in Schedule 1 (The Original Lenders) as having a Commitment.

Participating Member State means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

Party means a party to this Agreement.

Pelawan Atlatsa Common Shares means the Atlatsa Common Shares held by Pelawan Investments or Pelawan Trust (on behalf of a beneficiary in accordance with the Pelawan Trust Deed).

Pelawan Dividend Trust means the Pelawan Dividend Trust, an inter vivos trust established under the laws of South Africa with Master’s Reference No. IT8410/2004.

Pelawan Dividend Trust Deed means the trust deed, dated 2 September 2004, between Pelawan Investments (as founder), Deneys ▇▇▇▇▇ Trustees Proprietary Limited, Tumelo Moathlodi Motsisi and Asna ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (as trustees) and the Parent as amended by the Pelawan Dividend Trust Deed Amendment Deed.

Pelawan Dividend Trust Deed Amendment Deed means the amendment deed, dated on or about the date of the June 2009 Senior Facilities Agreement, and made between Pelawan Investments, the trustees for the time being of Pelawan Dividend Trust and the Parent pursuant to which the Pelawan Dividend Trust Deed is amended to inter alia permit Pelawan Dividend Trust to enter into certain of the Transaction Documents.

Pelawan Group means collectively, Pelawan Investments, Pelawan Dividend Trust, Pelawan Trust and the Pelawan SPV.

Pelawan Investments means Atlatsa Holdings Proprietary Limited, a private limited liability company incorporated under the laws of South Africa with registration no. 2002/017920/07.

Pelawan SPV means Pelawan Finance SPV Proprietary Limited, a private limited liability company incorporated under the laws of South Africa with registration no. 2006/032879/07.

Pelawan Trust means the Pelawan Trust, an inter vivos trust established under the laws of South Africa with Master’s Reference No. IT8411/2004.

Pelawan Trust Deed means the trust deed, dated 2 September 2004, between Pelawan Investments (as founder), Deneys ▇▇▇▇▇ Trustees Proprietary Limited, Tumelo Moathlodi Motsisi and Asna ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (as trustees) and the Parent as amended by an amendment to such Pelawan Trust Deed dated on or about the date of the June 2009 Senior Facilities Agreement.

Periodic Repayment Obligations means the periodic repayment obligations of the Borrower to repay the Total Facility Outstandings (or part thereof, as the case may be) in accordance with clause 6.1 (Repayment of the Total Facility Outstandings).

Permitted Acquisition means:

the Acquisition;

an acquisition of shares or securities pursuant to a Permitted Share Issue;

an acquisition of securities which are Cash Equivalent Investments so long as those Cash Equivalent Investments become subject to the Transaction Security in form and substance satisfactory to the Senior Agent as soon as is reasonably practicable;

an acquisition by a Project Company of the undertaking or business of another Project Company; and

any other acquisition (which would otherwise be prohibited under clause 22.8 (Acquisitions)) in respect of which the Senior Agent has given its prior written consent.

Permitted Disposal means any sale, lease, licence, transfer or other disposal which is on arm’s length terms:

of trading stock or cash made by any member of the Holdco Group in the ordinary course of trading of the disposing entity;

of assets (other than shares, businesses, Real Property or Intellectual Property) by a member of the Holdco Group in exchange for other assets comparable or superior as to type, value or quality;

of obsolete or redundant vehicles, plant and equipment for cash;

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

constituted by a licence of intellectual property rights permitted by clause 22.28 (Intellectual Property);

arising as a result of any Permitted Security;

made pursuant to the Acquisition Agreements or the Acquisition Documents;

made between Project Companies;

approved in advance, in writing, by the Senior Agent.

Permitted Distribution means:

the payment of all distributions comprised in the transaction steps set out in the Implementation Agreement, due and payable on the Closing Date;

the payment of the special dividend (if any) required to be paid by the Borrower to the Pelawan SPV in the circumstances contemplated by the Pelawan SPV Plateau B Preference Share Subscription Agreement, which payment is funded out of Permitted Financial Indebtedness qualifying as such under paragraph (I) of the definition of “Permitted Financial Indebtedness”;

the payment of a dividend or repayment of any capital, interest or other amount outstanding on loan account to Holdco by Opco; provided that such payment is not prohibited by the Global Intercreditor Agreement and that all payments made by Holdco to its shareholders are made in accordance with the provisions of the Holdco Shareholders Agreement;

the payment of a dividend to Holdco or to any direct or indirect Subsidiary of Holdco by any other member of the Holdco Group (other than Opco);

the payment of a dividend to Opco or any of its direct or indirect Subsidiaries;

the payment of a dividend or repayment of any capital, interest or other amount outstanding on loan account to the Borrower and/or RPM by Holdco; provided that such payment is not prohibited by the Global Intercreditor Agreement and that all payments made by Holdco to its shareholders are made in accordance with the provisions of the Holdco Shareholders Agreement;

the payment of the Designated Dividend, or any part thereof;

payments by any Specified Obligor to RPM under the Umbrella Services Agreement or any Services Agreement;

payments by any Specified Obligor to Anglo Platinum Management Services Proprietary Limited under the Umbrella Services Agreement or any Services Agreement;

payments by any Specified Obligor under the Umbrella Services Agreement or the Services Agreement to any person other than RPM, provided that such amounts are limited in each Financial Year to R30,000,000 (Indexed);

payments by Opco to the Borrower (or Atlatsa Corporate Services, following the appointment of Atlatsa Corporate Services as sub-contractor under the Management Agreement) under the Management Agreement, provided that such payments are limited in each Financial Year to R30,000,000 (Indexed);

payments by the Borrower out of utilisations under the Working Capital Facility Agreement for the purposes set out in clause 2.2 (Purpose) of the Working Capital Facility Agreement; and

any other payment made with the prior consent of all the Lenders.

Permitted Financial Indebtedness means Financial Indebtedness:

arising under the Transaction Documents, in each case, as in force on the Closing Date and subject always to the terms of this Agreement and the Global Intercreditor Agreement;

arising under a Permitted Loan or as permitted by clause 22.31 (Treasury Transactions);

incurred by a Project Company under any Project Finance Borrowings or pursuant to a Permitted Loan from Holdco;

under finance or capital leases of vehicles, plant, equipment or computers, provided that the aggregate capital value of all such items so leased under outstanding leases by members of the Borrower Group does not exceed ZAR10,000,000 (Indexed) at any time;

which was incurred by Opco or a Project Company prior to the Signature Date and which has been disclosed in the Original Financial Statements and provided the principal amount thereof is not increased and provided further that the maturity date of such Financial Indebtedness is not extended or brought forward;

arising under a Permitted Guarantee or a Permitted Loan or arising under an Existing Operational Guarantee;

for or in respect of any letters of credit, letters of guarantee, bonds or similar instruments issued by a bank or financial institution on behalf of Opco in connection with the requirements of Opco in the ordinary course of its business, provided that the total aggregate amount of actual or contingent indebtedness thereunder does not, at any time exceed the Permitted Opco Guarantee Cap Amount;

for or in respect of any letters of credit, letters of guarantee, bonds or similar instruments issued by a bank or financial institution on behalf of a Project Company in connection with the requirements of that Project Company in the ordinary course of its business, provided that:

the bank or financial institution issuing such instrument has no recourse to Opco; and

to the extent the bank or financial institution issuing such instrument has any recourse to any member of the Borrower Group in relation to any payment under that instrument (other than the relevant Project Company) (the Recourse Entity), the recourse obligations of that Recourse Entity are fully cash collateralised on the basis that (x) an amount equivalent to the total amount of any recourse obligation is set aside by the Recourse Entity and (y) the amount referred to in (x) is funded out of the proceeds of an amount which would otherwise have been available to be made as a Permitted Distribution by Opco to Holdco, by Holdco to the Borrower and by the Borrower to N2C Resources or an amount which represents the proceeds of an equity subscription by N2C Resources in the Borrower or a shareholder loan by N2C Resources to the Borrower and in the case of a shareholder loan, on the basis that such shareholder loan is subordinated and subject to the same restrictions that apply to the N2C Resources Shareholder Loan under the Global Intercreditor Agreement;

for an amount required to be paid by the Borrower as a special dividend to Pelawan SPV as determined in accordance with the provisions of the Pelawan SPV Plateau B Preference Share Subscription Agreement provided that the proceeds of such Financial Indebtedness are not deposited into any Transaction Account and provided further that such proceeds are used by Pelawan SPV to subscribe for ordinary shares in the Borrower and the Borrower will utilise such subscription proceeds to repay the Financial Indebtedness incurred by it in this regard;

not permitted by the preceding paragraphs or as a Permitted Transaction and the outstanding principal amount of which does not exceed ZAR10,000,000 (Indexed) in aggregate for the Borrower Group at any time;

directly pursuant to implementation of Project Bullseye, in accordance with the implementation steps set out in the Framework Agreement;

any other Financial Indebtedness incurred with the prior written consent of the Senior Agent.

Permitted Guarantee means:

any guarantee arising under the Finance Documents;

any guarantee or bond given by Opco in replacement of an Existing Operational Guarantee, provided that the Borrower shall use its reasonable commercial endeavours to procure insurance coverage as an alternative to providing a guarantee and/or collateral in connection with such guarantee;

any other guarantee or bond given by a member of the Borrower Group in favour of a third party for the obligations of Opco in connection with the requirements of Opco in the ordinary course of its business, provided that:

the total aggregate amount of actual or contingent indebtedness thereunder does not, at any time, exceed the Permitted Opco Guarantee Cap Amount; and

any guarantee or bond given by a member of the Borrower Group, other than Opco, in favour of a third party for the obligations of a Project Company in connection with the requirements of that Project Company in the ordinary course of its business, provided that:

if such instrument is issued by a member of the Borrower Group, the relevant member of the Borrower Group giving that guarantee or bond (the Guarantee Entity) has fully cash collateralised its exposure under the relevant instrument on the basis that (x) an amount equivalent to the total amount of its exposure under the relevant instrument is set aside by the Guarantee Entity and (y) the amount referred to in (x) is funded out of the proceeds of an amount which would otherwise have been available to be made as a Permitted Distribution by Opco to Holdco, by Holdco to the Borrower and by the Borrower to N2C Resources or an amount which represents the proceeds of an equity subscription by N2C Resources in the Borrower or a shareholder loan by N2C Resources to the Borrower and in the case of a shareholder loan, on the basis that such shareholder loan is subordinated and subject to the same restrictions that apply to the N2C Resources Shareholder Loan under the Global Intercreditor Agreement;

a guarantee given by any member of the Borrower Group with the prior written consent of the Senior Agent.

Permitted Loan means:

any trade credit extended by any member of the Holdco Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (e) of that definition);

any loan made between Project Companies or a loan made by Holdco to a Project Company, but only to the extent that loan is made by Holdco out of the proceeds received by Holdco pursuant to a Permitted Disposal of the assets of a Project Company or the shares in a Project Company;

a loan made by a member of the Holdco Group to an employee or director of any member of the Holdco Group or finance provided by a member of the Holdco Group in connection with a motor vehicle scheme if the amount of that loan and financing when aggregated with the amount of all loans to employees and directors by members of the Holdco Group and finance provided in connection with motor vehicle schemes does not exceed ZAR3,000,000 (Indexed) (or its equivalent) at any time;

a loan made by Holdco to Opco out of the proceeds received by Holdco pursuant to a Permitted Disposal of the assets of a Project Company or the shares in a Project Company;

a loan up to a maximum amount of R30 000 000 (and limited to an amount of R10 000 000 in any Financial Year made by the Borrower out of the proceeds of the Working Capital Facility only, to Atlatsa Corporate Services (or a trust established for the purposes of implementing the Atlatsa Management Incentive Scheme, or such other person as the Senior Agent may agree to) for the purposes of funding the Atlatsa Management Incentive Scheme in accordance with the provisions of clause 2.2 (Purpose) of the Working Capital Facility Agreement; and

any loan pursuant to implementation of Project Bullseye, in accordance with the implementation steps set out in the Framework Agreement.

Permitted Opco Guarantee Cap Amount means ZAR20,000,000 (Indexed).

Permitted Payment means a payment which is permitted by the Global Intercreditor Agreement.

Permitted Security means:

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 Borrower Group;

any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Borrower Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Borrower Group;

any Security or Quasi-Security granted in respect of Project Finance Borrowings over either:

the assets of a Project Company; or

the shares in a Project Company;

any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

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 member of the Borrower Group other than any permitted under clauses (a) to (d) above) does not exceed ZAR50,000,000 (Indexed) and provided such Security is not given over any assets which are expressed to be subject to any Transaction Security Document (other than a general notarial bond);

any Security or Quasi-Security arising as a consequence of any finance or capital lease permitted pursuant to paragraph (g) of the definition of “Permitted Financial Indebtedness”;

any Security created with the prior written approval of the Senior Agent.

Permitted Share Issue means an issue of:

ordinary shares by the Parent, N1C Resources, N2C Resources or the Borrower paid for in full in cash upon issue (or which are otherwise lawfully issued pursuant to an equity linked share incentive plan implemented by the Parent) and which by their terms are not redeemable and where:

such shares are of the same class and on the same terms as those initially issued by the Parent, N1C Resources, N2C Resources or the Borrower; and

such issue does not lead to a Change of Control,

shares by a member of the Atlatsa Group which is a Subsidiary to its immediate Holding Company where (if the existing shares

of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms; or

preference shares and ordinary shares by Opco to Holdco, preference shares and ordinary shares by Holdco to RPM and the Borrower, preference shares by the Borrower to RPM and convertible preference shares by the Borrower to Pelawan SPV (including the conversion of such preference shares into ordinary shares pursuant to the B Preference Share Documents) in each case only to the extent the issue of such shares, preference shares or convertible preference shares is expressly provided for in the Transaction Documents and provided all such shares are, upon their issue, included in the Transaction Security;

shares by the Parent to the participants in any stock option plan or the Atlatsa Management Incentive Scheme or any share based payment to employees or directors of the Atlatsa Group approved by the Parent remuneration committee from time to time; provided it does not give rise to a Change of Control; and

shares issued pursuant to implementation of Project Bullseye, in accordance with the implementation steps set out in the Framework Agreement.

Permitted Transaction means:

any Disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Transaction Documents, in each case, as contemplated by the Transaction Documents in the form they are on the Closing Date and subject always to the terms of this Agreement and the Global Intercreditor Agreement;

any payments or other transactions set out in the Implementation Agreement; and

in respect of the Parent only, any transaction which is not prohibited under any Transaction Document and which will not, and is not reasonably likely to, result in a Default or a mandatory prepayment under clause 7 (Prepayment and cancellation).

Permitted Transferee means:

any local or international bank or development financial institutions with a credit rating equivalent to the minimum of:

S & P or Fitch credit rating of AA-(zaf); or

▇▇▇▇▇’▇ credit rating of Aa3za;

the pension funds and life assurers and their successors in title, listed in Schedule 11 (Permitted pension fund and life assurer transferees) but excluding any subsidiary or affiliate of any of the above or any trust or fund however constituted, controlled or managed by any of these entities which is constituted as a hedge fund.

PGM means platinum group metals, comprising platinum, palladium, rhodium, ruthenium, osmium and iridium.

Plateau Counter Indemnity Agreement means the amended and restated counter indemnity agreement, dated on or about the date of this Agreement, between the Borrower and the Plateau Security SPV pursuant to which the Borrower indemnifies and holds the Plateau Security SPV harmless in respect of claims made against the Plateau Security SPV under the Plateau Debt Guarantees.

Plateau Intercreditor Agreement means the Intercreditor Agreement in the agreed form, to be entered into between the Senior Agent, the Security Agent, the Lenders, the Plateau Security SPV, the Opco Security SPV and each other Senior Finance Party, a copy of which has been provided to the Borrower and which is entered into in compliance with the provisions of clause 3.5 (Plateau Intercreditor Agreement) of the Global Intercreditor Agreement.

Plateau Security Documents means each of the documents listed as being a Plateau Security Document in Part 3 of Schedule 8 (Transaction Security Documents) together with any other document entered into by the Borrower creating or expressed to create any Security over all or any of its assets in respect of any of the obligations of any member of the Borrower Group under any of the Finance Documents.

Plateau Security SPV Counter Indemnity Agreements means collectively:

the Plateau Counter Indemnity Agreement and the N2C Resources Counter Indemnity Agreement;

any other counter indemnity agreement in a form agreed to by the Borrower and the Security Agent, issued by any debtor of any Senior Finance Party in favour of the Plateau Security SPV in relation to any Plateau Security Debt Guarantee.

Plateau Security SPV Debt Guarantee means:

the debt guarantee in the agreed form, dated on or about the date of this Agreement, issued by the Plateau Security SPV in favour of the Senior Finance Parties for the obligations of the Plateau SPV Obligors owed to the Senior Finance Parties under the Finance Documents; and

any other debt guarantee in a form agreed to by the Borrower and the Security Agent, issued by the Plateau Security SPV in favour of one or more of the Senior Finance Parties.

Plateau Security SPV Documents means collectively, the Plateau Security SPV Management Documents and the Security SPV Owner Trust Deed.

Plateau Security SPV Management Documents means collectively, the Constitutional Documents of the Plateau Security SPV and the Security SPV Management Agreement.

Plateau Security SPV Obligors means the Borrower, N2C Resources and each other person which has entered into a Plateau Security SPV Counter Indemnity Agreement in favour of the Plateau Security SPV.

Project means the project undertaken by a Project Company, as agreed in writing between the Borrower and the Senior Agent.

Project Bullseye means the project comprising the transactions to be implemented on or about the Closing Date in accordance with the Framework Agreement.

Project Bullseye Documents means each of the documents giving effect to Project Bullseye, including the Sale and Purchase Agreement, Cession and Pledge Agreement and the RPM Atlatsa Subscription Agreement (each such agreement as defined in the Framework Agreement).

Project Company means a subsidiary of Opco or Holdco, identified as a Project Company by written agreement between the Borrower and the Senior Agent.

Project Finance Borrowings means.

any indebtedness to finance (or re-finance) a Project comprised of the ownership, development, construction and/or operation of assets of the Project Company which is incurred by a Project Company whose principal business is that Project and in respect of which the person or persons making that indebtedness available to that Project Company has no recourse whatsoever to any member of the Borrower Group (other than to that Project Company) in respect of that

indebtedness whether directly or indirectly or by way of a guarantee (financial or completion guarantee or otherwise) from any member of the Borrower Group creating an obligation (whether actual or contingent) for Financial Indebtedness in respect of the Project Finance Borrowings other than to the extent arising under paragraph (d) of the definition of “Permitted Guarantee” or (c) of the definition of “Permitted Security”; or

any indebtedness the terms and conditions of which have been approved by the Senior Agent and which the Senior Agent has agreed in writing to treat as Project Finance Borrowings for the purposes of this Agreement.

Quarter Date means each of 31 March, 30 June, 30 September and 31 December.

Quarterly Interest Reset Date means the first Business Day of January, April, July and October of each year.

Quarterly Management Accounts means the management accounts for a Financial Quarter delivered pursuant to paragraph (c) of clause 20.1 (Financial statements).

Quasi-Security has the meaning given to that term in clause 22.15 (Negative pledge).

Quotation Day means the first Utilisation Date under this Agreement and each Quarterly Interest Reset Date thereafter, or such other day as the Senior Agent determines is generally treated as the Quotation Day by market practice in the Johannesburg interbank market.

R, Rand or ZAR means South Africa Rand, the lawful currency of South Africa.

Rate Fixing Day means each Quarterly Interest Reset Date or such other day as the Lender determines is generally treated as the rate fixing day by market practice in the Johannesburg interbank market.

Real Property means:

any freehold, leasehold or immovable property; and

any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

Reference Banks means the principal office of Absa Bank Limited, FirstRand Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited or such other banks as may be appointed by the Senior Agent in consultation with the Borrower.

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

Relevant Jurisdiction means, in relation to an Obligor or any other member of the Atlatsa Group:

its jurisdiction of incorporation;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

Repayment Formula means, in relation to Opco and (i) each June Financial Half Year and calculated with reference to the cash flow statement comprised in the Opco Semi-Annual Financial Statements for that June Financial Half Year and (ii) each Financial Year and calculated with reference to the cash flow statement comprised in the Opco Annual Financial Statements for that Financial Year, as the case may be, the following formula:

((OA - IA) + IAD ) x (BI x 0, 9) - CS = RA

OA is Cash generated from/utilised in Opco’s operating activities, calculated in accordance with the Accounting Principles;

IA is Cash utilised in Opco’s investing activities, being the acquisition of Property, Plant and Equipment (as defined in the Accounting Principles);

IAD is Cash generated from/attributable to Opco’s investing activities comprising the disposal of Property, Plant and Equipment (as defined in the Accounting Principles);

BI is the percentage shareholding of the Borrower in Holdco as at the date of calculation in the relevant June Financial Half Year or Financial Half Year, as the case may be;

CS is, in relation to each June Financial Half Year, the aggregate Cash Sweep Repayment made in (or in respect of and having regard to the due date for payment of the Cash Sweep Amount in accordance with clause 6.1.1 (Quarterly Cash Sweep Repayments)) by the Borrower in that Financial Half Year; and in relation to each Financial Year, the aggregate Cash Sweep Repayment made in that Financial Year, as the case may be; and

RA is, in relation to each June Financial Half Year, the Semi-Annual Repayment Amount and in relation to each Financial Year, the Annual Repayment Amount, as the case may be.

Repeating Representations means each of the representations set out in clause 19.2 (Status) to clause 19.7 (Governing Law and Enforcement), clause 19.11 (No default), paragraph (g) of clause 19.12 (No misleading information), clause 19.13 (Original Financial Statements), clause 19.19 (Ranking) to clause 19.21 (Legal and Beneficial Ownership) and clause 19.25 (Mining Licenses) (other than clause 19.25.3 thereof).

Reports mean the Environmental Report and the Insurance Report.

Reserve and Resource Statement means a statement prepared by any member(s) of the Borrower Group relating to the Mining operations of the Holdco Group in form and substance satisfactory to the Senior Agent, showing a number of tonnes of PGMs as proven and probable reserves (as defined under the SAMREC Code) for all Mining operations conducted by the Holdco Group.

Revolving Facility means the revolving facility described in Clause 2.1(The Facilities).

Revolving Facility Commitment means the final ZAR150,000,000 capital amount available for utilisation under this Agreement.

Revolving Facility Loan means a loan (denominated in Rands) made or to be made under the Revolving Facility or the principal amount outstanding for the time being of that loan (which principal amount outstanding shall include capitalised interest).

Rights to Mine means all rights of whatsoever nature in and to any and all minerals at any time including (without limitation) the New Order Rights.

RPM means Rustenburg Platinum Mines Limited, a public limited liability company incorporated under the laws of South Africa with registration no. 1931/003380/06.

RPM Finance Document means the “RPM Finance Documents” as defined in the RPM Funding Common Terms Agreement.

RPM Funding Common Terms Agreement means the amended and restated RPM Funding Common Terms Agreement in the agreed form, concluded or to be concluded on or about the Signature Date between RPM, the Borrower, Pelawan SPV, the Parent and certain others.

Sale of Concentrate Agreements means (i) the sale of concentrate agreement, dated 21 December 2007 (as amended from time to time), originally between RPM and LPM and subsequently transferred from LPM to Opco, pursuant to which Opco sells and RPM purchases Opco’s entire production of concentrate from time to time and (ii) each other sale of concentrate agreement entered into by Opco (as seller) with any person.

SAMREC Code means the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves.

Screen Rate means in relation to JIBAR, the percentage per annum mid market rate for deposits in Rand for a period of three months displayed on the Reuters Screen SAFEY Page alongside the caption “Yield”. If the agreed page is replaced or service ceases to be available, the Senior Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

Secured Assets means all of the assets of the Security Providers which from time to time are, or are expressed to be, the subject of the Transaction Security.

Secured Parties means each Senior Finance Party from time to time and any Delegate.

Security means:

a mortgage, assignation, charge, pledge, lien, security assignment, hypothecation, cession conferring security, or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect; or

any arrangement under which money or claims to, or for the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

any other type of preferential agreement or arrangement (including any title transfer and retention arrangement), the effect of which is the creation of a security interest.

Security Agent means RPM acting in its capacity as security agent for the Secured Parties or such other security agent for the Secured Parties as shall be appointed pursuant to the Global Intercreditor Agreement.

Security Provider means any provider of Transaction Security.

Security SPV means the Plateau Security SPV and the Opco Security SPV.

Security SPV Documents means collectively, the Plateau Security SPV Documents and the Opco Security SPV Documents.

Security SPV Management Agreement means the debt guarantor management agreement, dated on or about the date of this Agreement, between GMG, the Senior Agent, the Security Agent, the Plateau Security SPV and the Opco Security SPV pursuant to which GMG is appointed to administer the Plateau Security SPV and the Opco Security SPV.

Semi-Annual Date means each of 30 June and 31 December.

Semi-Annual Financial Statements means the financial statements for a Financial Half-Year delivered pursuant to paragraph (b) of clause 20.1 (Financial statements) and includes the Opco Semi-Annual Financial Statements.

Semi-Annual Repayment Amount means, for each June Financial Half Year the amount determined by applying the Repayment Formula for that June Financial Half Year.

Semi-Annual Repayment Date means, for each June Financial Half Year, the earlier of:

the date on which the unaudited consolidated interim financial statements referred to in clause 20.1.1(b) (Financial statements) for than June Financial Half Year are delivered to the Senior Agent in accordance with that clause; and

60 days after the end of that June Financial Half Year.

Senior Agent means RPM acting in its capacity as agent for the Senior Finance Parties or such other agent for the Senior Finance Parties as shall be appointed pursuant to clause 26.11 (Resignation of the Senior Agent).

Senior Finance Party means the Finance Parties and the Working Capital Facility Lender and “Senior Finance Parties” shall be construed accordingly.

Services Agreement(s) means the services agreement(s) in the agreed form entered into or, to be entered into, pursuant to which members of the Anglo Group and/or the Atlatsa Group shall provide services to members of the Holdco Group, from time to time.

Share Adjustment Event means, in relation to the Atlatsa Common Shares, any:

subdivision, redivision or change of the outstanding Atlatsa Common Shares into a greater number of Atlatsa Common Shares;

consolidation, combination or reduction of the outstanding Atlatsa Common Shares into a lesser number of Atlatsa Common Shares;

any reclassification of or amendment to the outstanding Atlatsa Common Shares, any change of the Atlatsa Common Shares into other shares or any other reorganization of the Parent (other than as described in paragraphs (a) and (b) above); or

any consolidation, amalgamation, arrangement, merger or other form of business combination of the Parent with or into any other corporation resulting in any reclassification of the outstanding Atlatsa Common Shares, any change of the Atlatsa Common Shares into other shares or any other reorganization of the Parent.

Share Exchange Agreement means the share exchange agreement, dated 21 January 2004, between Pelawan Investments and the Parent and as amended from time to time.

Shareholder Loan Documents means collectively, the Atlatsa Shareholder Loan Agreement, the N2C Resources Shareholder Loan Agreement and the N1C Resources Shareholder Loan Agreement.

South Africa means the Republic of South Africa as constituted from time to time.

Specified Obligors means Opco, Holdco and the Borrower.

Specified Time means a time determined in accordance with Schedule 7 (Timetables).

Standard Bank means The Standard Bank of South Africa Limited (Registration No. 1962/000738/06), a public company and registered bank incorporated according to the company and banking laws of South Africa.

Subsidiary means, in relation to any company or corporation, any person:

which is controlled, directly or indirectly, by the first mentioned company or corporation; or

more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;

a company or corporation will be treated as a Subsidiary if it would be classified as a “subsidiary” under section 1(3) of the Companies Act, 2008 of South Africa.

Target Assets means the assets acquired, or to be acquired, by RPM pursuant to, and as more fully described in, the Acquisition Agreements.

Tax means any tax (including, for the avoidance of doubt, VAT), 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).

Termination Date means the Final Discharge Date.

Total Commitments means, subject to the terms of this Agreement, the aggregate of the Commitments, being as at the date of this Agreement, an amount of up to ZAR2,300,000,000 plus the Tranche 1 Amount.

Total Facility Outstandings means, at any time, and in relation to the Facility, the aggregate of all amounts of principal (including capitalised interest), accrued and unpaid interest and all and any other amounts due and payable to the Senior Finance Parties by the Borrower under the Finance Documents including, without limitation, any bona fide claim for direct damages or restitution and any claim as a result of any recovery by the Borrower 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.

Tranche 1 Amount means the first tranche of the Facility made available under this Agreement in a ZAR amount required to fund the Plateau Holdco Subscription Price referred to in Step 1B (Subscription for the Second Holdco Plateau Subscription Shares) referred to in the Implementation Agreement, in order to enable completion of Step 3 (Subscription for the Second Holdco Opco Subscription Shares), Step 4 (Repayment of the Second Holdco Opco Shareholder Loan) and Step 5 (Holdco’s utilisation of the proceeds of the Second Holdco Opco Shareholder Loan) referred to in the Implementation Agreement.

Tranche 2 Amount means the second tranche of the Facility made available under this Agreement in an amount sufficient to implement Step 12 (Repayment of June 2009 Senior Facilities Agreement Outstandings) set out in the Implementation Agreement, up to a maximum amount of ZAR2,000,000,000 (Two Billion Rand).

Transaction Accounts means collectively, each of the Disbursement Accounts, he Borrower Business Account(s), the Borrower WCF Account, the Holdco Business Account and the Opco Business Account.

Transaction Documents means collectively:

the Finance Documents;

the B Preference Share Documents;

the Acquisition Documents;

the Community Trust Documents;

the ESOP Documents;

the Atlatsa Management Share Incentive Scheme Documents;

the Shareholder Loan Documents;

the Operating Agreements;

the Project Bullseye Documents,

Transaction Security means the Security created or expressed to be created in favour of:

the Opco Security SPV, pursuant to the Opco Security Documents and the Holdco Security Documents; and

the Plateau Security SPV pursuant to the Plateau Security Documents and the N2C Resources Security Documents.

Transaction Security Documents means:

the Opco Security Documents;

the Holdco Security Documents;

the Plateau Security Documents; and

the N2C Resources Security Documents,

Transfer has the meaning given to it in clause 28.1.

Transfer Date means, in relation to an assignment or transfer, the later of:

the proposed Transfer Date specified in the relevant Assignment Agreement; and

the date on which the Senior Agent executes the relevant Assignment Agreement.

Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

Umbrella Services Agreement means the umbrella services agreement, dated 28 March 2008, between Anglo Platinum, the Parent and Holdco, which contains, amongst other things, the high level principles agreed upon amongst the Parent, Anglo Platinum and Holdco in respect of the content of the Services Agreement(s).

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

USD and Dollars means US Dollars, the lawful currency of the United States of America.

Utilisation means a Loan.

Utilisation Date means the date on which a Utilisation is made.

Utilisation Request means a notice substantially in the relevant form set out in Schedule 3 (Requests).

VAT means value-added tax levied in terms of the South Africa Value-Added Tax Act, 1991.

Working Capital Facility Agreement means the working capital facility agreement in the agreed form, dated on or about the date of this Agreement, between RPM (as original lender) and the Borrower.

Working Capital Facility Discharge Date means the date on which the Senior Agent is satisfied that all liabilities of the Borrower under the Working Capital Facility have been fully discharged and all commitments of the Working Capital Facility Lender to the Borrower have expired in accordance with the Working Capital Facility Agreement.

Working Capital Facility Lender means the lender under the Working Capital Facility from time to time.

CONSTRUCTION

Unless a contrary indication appears, a reference in this Agreement to:

the Borrower, any Finance Party, Senior Finance Party, any Lender, any Obligor, any Party, Pelawan Dividend Trust, Pelawan Trust, any Secured Party, the Senior Agent, the Security Agent RPM or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

a Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated (however fundamentally);

a document in agreed form is a document which is previously agreed in writing by or on behalf of the Borrower and the Senior Agent or, if not so agreed, is in the form acceptable to the Senior Agent;

arm’s length means terms that are fair and reasonable to the counterparty of a transaction and no more or less favourable to the other party to the relevant transaction as could reasonably be expected to be obtained in a comparable arm’s length transaction with a person that is not the ultimate holding

company of such counterparty or an entity of which such counterparty or its ultimate holding company has direct or indirect control, or owns directly or indirectly more than 20% (twenty percent) of the share capital or similar rights of ownership;

assets includes present and future properties, revenues and rights of every description;

determines or determined means, unless otherwise specified, a determination made in the absolute discretion of the person making the determination;

the use of the word “including” followed by specific examples will not be construed as limiting the meaning of the general wording preceding it, and the euisdem generis rule must not be applied in the interpretation of such general wording or such specific examples;

guarantee means (other than in clause 18 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

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;

a law shall be construed as any law (including statutory, common or customary law), statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order, other legislative measure, directive or requirement (having the force of law) of any government, supranational, local government, statutory or regulatory or similar governmental body or authority or court and the common law, as amended, replaced, re- enacted, restated or reinterpreted from time to time;

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);

a regulation includes any regulation, rule, official directive, request or guideline (in each case whether or not having the force of law, but if not having the force of law, being of a type with which any person to which it applies is accustomed to

comply) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self- regulatory or other authority or organisation;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to Johannesburg time.

Section, clause and Schedule headings are for ease of reference only.

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.

A Default (including a Major Event of Default) is continuing if it has not been remedied in accordance with the provisions of this Agreement or waived.

Unless inconsistent with the context or save where the contrary is expressly indicated in any Finance Document:

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

when any number of days is prescribed in any Finance Document, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the next succeeding Business Day;

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

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

except as expressly provided for in any Finance Document, no provision of any Finance Document constitutes a stipulation for the benefit of any person who is not a Party to this Agreement;

reference to day/s, calendar month/s or year/s shall be construed as Gregorian calendar day/s, calendar month/s or year/s;

a reference to a Party includes that Party’s lawful successors-in-title and permitted assigns;

The headings to the clauses and schedules of any Finance Document are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of any Finance Document nor any clause or schedule thereof.

Unless consistent with the context, an expression in any Finance Document which denotes:

any one gender includes the other genders;

a natural person includes an artificial person and vice versa; and

the singular includes the plural and vice versa.

The Schedules to any Finance Document form an integral part thereof and words and expressions defined in any Finance Document shall bear, unless the context otherwise requires, the same meaning in such Schedules. To the extent that there is any conflict between the Schedules to any Finance Document and the provisions of the relevant Finance Document, the provisions of the relevant Finance Document shall prevail.

Where any term is defined within the context of any particular clause in any Finance Document, the terms so defined, unless it is clear from the clause in question that term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of the relevant Finance Document, notwithstanding that that term has not been defined in any interpretation clause.

The rule of construction that, in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting thereof, shall not apply in the interpretation of the Finance Document.

The expiration or termination of any Finance Documents shall not affect such of the provisions of the Finance Documents as expressly provided that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. Without limiting the general application of this clause, the Parties acknowledge that certain Finance Documents (including the Working Capital Facility

Agreement, the Global Intercreditor Agreement and the RPM Funding Common Terms Agreement) incorporate certain definitions, representations, warranties, undertakings and other provisions of this Agreement by reference and all such definitions and provisions shall, upon the expiration or termination of this Agreement, continue to apply to such other Finance Documents. Without limiting the generality of the aforegoing, this Agreement shall not expire or terminate before the Final Discharge Date.

The Finance Documents shall to the extent permitted by applicable law be binding on and enforceable by the administrators, trustees, permitted assigns, business rescue practitioners or liquidators of the Parties as fully and effectually as if they have signed the Finance Documents in the first instance and reference to any Party shall be deemed to include such Party’s administrators, trustees, permitted assigns, business rescue practitioners or liquidators, as the case may be.

The use of any expression in any Finance Document covering a process available under South African law such as winding-up (without limitation eiusdem generis) shall, if any of the Parties to the Finance Documents is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

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.

Stipulatio ▇▇▇▇▇▇

THE FACILITIES

THE FACILITIES

SENIOR FINANCE PARTIES’ RIGHTS AND OBLIGATIONS

The obligations of each Senior Finance Party under the Finance Documents are several. Failure by a Senior Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Senior Finance Party is responsible for the obligations of any other Senior Finance Party under the Finance Documents.

The rights of each Senior 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 Senior Finance Party from an Obligor shall be a separate and independent debt.

A Senior Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

OBLIGORS’ AGENT

Each of N2C Resources and the Parent (Designated Obligor) appoints the Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

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 (including Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Designated Obligor notwithstanding that they may affect the Designated Obligor, without further reference to or the consent of that Designated Obligor; and

each Senior Finance Party to give any notice, demand or other communication to that Designated Obligor pursuant to the Finance Documents to the Borrower,

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 a Designated Obligor or in connection with any Finance Document (whether or not known to any such Designated Obligor and whether occurring before or after such Designated Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Designated Obligor as if that Designated 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 Designated Obligor, those of the Obligors’ Agent shall prevail.

PURPOSE

PURPOSE

the proceeds of the Tranche 1 Amount for the purposes of implementing Step 1 (Utilisation of the Tranche 1 Amount under the Senior Facilities Agreement) set out in the Implementation Agreement;

the proceeds of the Tranche 2 Amount for the purposes of implementing Step 12 (Repayment of June 2009 Senior Facilities Agreement Outstandings) set out in the Implementation Agreement;

subject to clause 3.1.4, the proceeds of all other amounts borrowed by it under the Facility for the purposes of advancing shareholder loans to Holdco and/or subscribing for shares in Holdco, in accordance with the provisions of the Holdco Shareholders Agreement, only for the purposes of Funding Opco’s Capital Expenditure and operating expenditure and provided that:

such amounts are required to be disbursed in the 30 day period following the Utilisation Date in respect of such amounts;

such amounts are provided for in the Base Case Model; and

such amounts are not available out of internally generated cash resources of Opco;

any amount referred to in clause 6.1.5(a) which is available for re borrowing, may be used to fund either (1) repayment of amounts outstanding under the Working Capital Facility Agreement (prior to the Working Capital Facility Discharge Date) or (2) a Designated Dividend (after the Working Capital Facility Discharge Date).

MONITORING

CONDITIONS OF UTILISATION

INITIAL CONDITIONS PRECEDENT

FURTHER CONDITIONS PRECEDENT

Subject to clause 4.1 (Initial Conditions Precedent), the Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation), if on the date of the Utilisation Request and on the proposed Utilisation Date:

no Default is continuing or would result from the proposed Utilisation;

all the representations and warranties in clause 19 (Representations) are true and correct in all material respects;

in relation to a Revolving Facility Loan, the Available Commitment, other than the last ZAR150,000,000 of such Available Commitment has been fully utilised (save for any amounts which are expressly permitted to be re-borrowed in accordance with clause 6.1.5(a)); and

in relation to all Utilisations for the purposes referred to in clause 3.1.3, the Borrower has provided the Facility Agent with evidence, to the satisfaction of the Facility Agent that such Utilisation will be used for the purpose set out in clause 3.1.3 and complies with the conditions set out in clause 3.1.3.

NUMBER OF UTILISATIONS AND MAXIMUM AMOUNTS

The Borrower may only deliver one Utilisation Request in any one month period (plus, if so required by the Borrower, an additional one Utilisation Request in not more than two separate months in each twelve month period) and may not deliver a Utilisation Request:

if at the date of the Utilisation Request the Total Facility Outstandings exceed the Maximum Permitted Outstanding Amount; or

if the Total Facility Outstandings will exceed the Maximum Permitted Outstanding Amount as a result of the proposed Utilisation on the proposed Utilisation Date; and

unless the proposed Utilisation Date is a Business Day falling within the Availability Period.

WAIVER OF CONDITIONS PRECEDENT

UTILISATION

DELIVERY OF A UTILISATION REQUEST

DELIVERY OF A UTILISATION REQUEST

The Borrower may utilise the Facility by delivering to the Senior Agent a duly completed Utilisation Request.

Unless the Senior Agent otherwise agrees, the latest time for receipt of a Utilisation Request is:

in relation to the Utilisations on the Closing Date, 17h00 three Business Days before the Closing Date; and

in relation to all other Utilisations, 11h00, three Business Days before the proposed Utilisation Date.

A Utilisation Request, once given, will be irrevocable.

COMPLETION OF UTILISATION REQUESTS

the Loan requested is in Rands and the amount of the Loan requested is not more than the Available Facility and which is a minimum amount of R1,000,000 and an integral multiple of R1,000,000 or, if less, the Available Facility;

it complies with the provisions of clause 4.3 (Number of Utilisations and Maximum Loans); and

it identifies the bank account into which the Lender is to disburse the proceeds of the Loan.

LENDERS’ PARTICIPATION

The Lender is not obliged to advance a Loan if, as a result the outstanding Loan would exceed the Commitment or the conditions of this Agreement have not been met (including the provisions of clause 4.3 (Number of Utilisations and Maximum Amounts)).

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available in Rands by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Utilisation available.

REPAYMENT

REPAYMENT OF THE TOTAL FACILITY OUTSTANDINGS

Quarterly Cash Sweep Repayments

By no later than the fifth Business Day following the end of each Financial Quarter:

Opco, Holdco and the Borrower shall ensure that an amount equal to:

the aggregate of (1) all credit balances in all bank accounts held by Opco as at the last day of such Financial Quarter and (2) all Cash Equivalent Investments held by Opco as at the last day of such Financial Quarter, minus

an amount of ZAR150,000,000 (Indexed), or such other amount agreed to in writing by the Senior Agent from time to time in relation to any particular Financial Quarter, or otherwise,

Holdco and the Borrower shall ensure that an amount equal to:

the aggregate of (1) all amounts received from Opco pursuant to (i) above, (2) all credit balances in all bank accounts held by Holdco as at the last day of such Financial Quarter and (3) all Cash Equivalent Investments held by Holdco as at the last day of such Financial Quarter, minus

an amount of ZAR1,000,000 (Indexed), or such other amount agreed to in writing by the Senior Agent from time to time in relation to any particular Financial Quarter, or otherwise,

the Borrower shall ensure that an amount equal to:

the aggregate of (1) all amounts received from Holdco pursuant to (ii) above, (2) all credit balances in all bank accounts held by the Borrower as at the last day of such Financial Quarter (other than any credit balance in the Borrower WCF Account), and (3) all Cash Equivalent Investments held by the Borrower as at the last day of such Financial Quarter, minus

an amount of ZAR1,000,000 (Indexed), or such other amount agreed to in writing by the Senior Agent from time to time in relation to any particular Financial Quarter, or otherwise,

Repayment Formula

In addition to the Cash Sweep Repayments made in accordance with clause 6.1.1 (Quarterly cash sweep payments), by no later than each Semi-Annual Repayment Date in relation to each June Financial Half Year, the Borrower shall repay that portion of the Total Facility Outstandings in an amount equal to the Semi-Annual Repayment Amount calculated in respect of that June Financial Half Year (and provided such Semi-Annual Repayment Amount is greater than zero).

The Borrower shall calculate the Annual Repayment Amount in relation to each Financial Year. If such Annual Repayment Amount is greater than zero and:

is more than the amount paid by the Borrower in accordance with (a) above in relation to that Financial Year (Semi-Annual Repayment), the Borrower shall, by no later than the Annual Repayment Date in relation to that Financial Year, repay that portion of the Total Facility Outstandings in an amount equal to such Annual Repayment Amount minus such Semi-Annual Repayment; and

is less than the Semi-Annual Repayment, the Borrower shall, subject to the remaining provisions of this Agreement, be entitled to redraw an amount equal to such Semi-Annual Repayment minus such Annual Repayment Amount.

Repayment out of the proceeds of Project Bullseye and on the Final Maturity Date

In addition to repayment of the Total Facility Outstandings in accordance with the steps contemplated in the Implementation Agreement and in accordance with Repayment Formula:

the Borrower shall repay the relevant Total Facility Outstandings in full by no later than the relevant Final Maturity Date; and

the Borrower shall, by no later than 17h00 on the Business Day immediately following the Framework Agreement Subscription Settlement Date pay an amount of ZAR750,000,000 towards repayment of the Total Facility Outstandings.

Allocation of payments

Re-borrowing

the amount referred to in clause 6.1.2(b)(ii) which is expressly stated to be available for re-borrowing;

an amount equal to the difference between ZAR1,550,000,000 and the Loan outstandings immediately following the mandatory prepayment referred to in clause 6.1.3 (Repayment out of the proceeds of Project Bullseye and on the Final Maturity Date),

provided that the Framework Agreement Settlement Subscription Date occurs prior to 31 December 2018; and

any part of a Revolving Facility Loan which is prepaid or repaid in accordance with the terms of this Agreement.

PREPAYMENT AND CANCELLATION

MANDATORY PREPAYMENT - ILLEGALITY

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Loan:

that Lender, shall promptly notify the Senior Agent upon becoming aware of that event;

upon the Senior Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

the Borrower shall repay that Lender’s participation in the relevant Loan on the last day of the Interest Period for the Loan occurring after the Senior Agent has notified the Borrower, or if the last day of any applicable grace period permitted by law is earlier than such date, such earlier date, which shall be notified by the Lender in the notification under (a) above.

MANDATORY PREPAYMENT - EXCEEDING THE MAXIMUM PERMITTED OUTSTANDING AMOUNT

the Lender may notify the Borrower upon becoming aware of that fact; and

the Borrower must repay or prepay the Total Facility Outstandings on the date specified by the Lender in the notification under clause 7.2.1 above to reduce the Total Facility Outstandings to an amount which does not exceed the Maximum Permitted Outstanding Amount.

MANDATORY PREPAYMENTS - CHANGE OF CONTROL

a Change of Control; or

the sale of all or substantially all of the assets of any member of the Atlatsa Group (other than a Project Company) whether in a single transaction or a series of related transactions,

the Borrower shall promptly notify the Senior Agent upon becoming aware of that event; and

the Senior Agent shall, if the Majority Lenders so require (whether or not the Borrower complied with paragraph 7.3.3 above), promptly cancel the Facilities and declare the Loans, together with accrued interest and all other amounts accrued under the Finance Documents, immediately due and payable, whereupon the Facilities will be cancelled and all such outstanding amounts will become immediately due and payable.

VOLUNTARY PREPAYMENT OF LOANS

The Borrower may, if it gives the Senior Agent not less than 20 (twenty) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the Loan by a minimum amount of ZAR10,000,000).

The Borrower may, subject to the provisions of this Agreement, reborrow amounts voluntarily prepaid in accordance with this clause.

RIGHT OF CANCELLATION AND REPAYMENT IN RELATION TO A SINGLE LENDER

If:

any sum payable to any Lender by the Borrower is required to be increased under Clause 13.2 (Tax gross-up); or

any Lender claims indemnification from the borrower under Clause 13.3 (Tax Indemnity) or Cause 14 (Increased costs),

On receipt of a notice referred to in Clause 7.5.1 in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Borrower has given notice under Clause 7.5.1 in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loans together with all interest and other amounts accrued under the Finance Documents.

RESTRICTIONS

NOTICES OF PREPAYMENT

INTEREST AND OTHER AMOUNTS

REBORROWING OF THE FACILITIES

PREPAYMENT IN ACCORDANCE WITH AGREEMENT

CANCELLATION OF COMMITMENTS

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

If all or any part of a Loan is repaid or prepaid and is not available for reborrowing (other than by operation of clause 4.2 (Further conditions precedent), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid, excluding capitalised interest comprised in such Loan) will be deemed to be cancelled on the date of repayment or prepayment.

The Revolving Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for the Revolving Facility. In addition, no Revolving Facility Loan may be re-borrowed after the expiry of the Availability Period in respect of the Revolving Facility.

SENIOR AGENT’S RECEIPT OF NOTICES

PREPAYMENT ELECTIONS

INTEREST

CALCULATION OF INTEREST

Subject to the provisions of clause 4.1.2.6 of the Amendment and Interim Implementation Agreement (Interest rate) and to the extent such clause 4.1.2.6 remains applicable as at the Closing Date, the rate of interest on each Loan for each Interest Period is the percentage rate per annum which is (unless stated to be zero in clause 9.1.2 below):

the applicable JIBAR, plus or minus (as the case may be);

the applicable Margin,

The interest rate and Margin in relation to each Loan will be calculated on a sliding scale with reference to the Total Facility Outstandings, in accordance with the following matrix (provided that the interest rate and Margin in relation to any Loan shall never be less than zero):

Total Facility Outstandings

Up to ZAR1,000,000,000

interest

interest

minus

5.14%

minus

3.11%

minus

0.96%

plus
1.30%

plus

6.19%

plus

6.23%

From (and including) ZAR1,000,000,000 up to ZAR2,000,000,000

plus

3.02%

plus

2.36%

plus

4.39%

plus

6.54%

plus

6.30%

plus

11.19%

plus

11.23%

From (and including) ZAR2,000,000,000

plus

8.75%

plus

8.02%

plus

7.36%

plus

11.89%

plus

11.54%

plus

11.30%

plus

16.19%

plus

16.23%

Total Facility Outstandings