Execution Version: 12 June 2009 (SH0WING POST EXECUTION AMENDMENTS) SENIOR TERM LOAN FACILITIES AGREEMENT of up to ZAR750,000,000 (INCLUSIVE OF CAPITALISED INTEREST AND FUNDED NET SWAP PAYMENTS) dated 12 JUNE 2009 for PLATEAU RESOURCES (PROPRIETARY)...

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”);

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

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”);

THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as senior lenders (the “Original Lenders”);

STANDARD CHARTERED BANK as mandated lead arranger and bookrunner (the “Arranger”);

STANDARD CHARTERED BANK as agent of the other Finance Parties (the “Senior Agent”);

STANDARD CHARTERED BANK as security agent for the Secured Parties (the “Security Agent”); 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

In this Agreement:

“Account Bank” means Standard Chartered Bank acting in its capacity as Account Bank or such other Account Bank that is an Acceptable Bank as shall be appointed pursuant to the Accounts Agreement and in either case, which is able to open and maintain bank accounts for the relevant members of the Borrower Group at a Johannesburg branch.

Standard Chartered Bank; or

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.

the Amendment to the Boikgantsho Sale of Rights Agreement;

the Amendment to the Kwanda Sale of Rights Agreement;

the Amendment to the Plateau Sale of Boikgantsho Shares and Claims Agreement;

the Amendment to the Plateau Sale of Kwanda Shares Agreement;

the Amendment to the Plateau Sale of Ga-Phasha Shares and Claims Agreement;

the Amendment to the Holdco Sale of Shares Agreement;

the Amendment to the Holdco Shareholders Agreement;

the Amendment to the Phase 3 Implementation Agreement.

the RPM Pelawan SPV B1 Preference Share Subscription Agreement;

the Pelawan SPV Forward Sale Agreement;

the Plateau Forward Sale Agreement;

the Pelawan SPV Share for Share Agreement;

the Conversion Implementation Agreement;

the Pelawan SPV Plateau B2 Preference Share Subscription Agreement; and

the Pelawan SPV Plateau B3 Preference Share Subscription Agreement.

held in South Africa by the Borrower with Standard Bank;

identified in a letter between the Borrower, the Senior Agent and Standard Bank as a Borrower Business Account;

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 Intercreditor Agreements,

held in South Africa by the Borrower with the Account Bank;

identified in a letter between the Borrower, the Senior Agent and the Account Bank as the Borrower Proceeds Account;

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 Intercreditor Agreements,

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit in the relevant currency with a leading bank in the Johannesburg interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

that cash is repayable on demand;

repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Borrower or of any other person whatsoever or on the satisfaction of any other condition;

there is no Security over that cash except for Transaction Security; and

the cash is freely and immediately available to be applied in repayment or prepayment of the Facilities.

certificates of deposit maturing not later than the next succeeding Repayment Date after the date on 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 next succeeding

Repayment Date after the date on 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 next succeeding Repayment Date after the date on 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 (i) 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, (ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above and (iii) can be turned into Cash by not later than the next succeeding Repayment Date after the date on which the investment is made; or

any other debt security approved by the Majority Lenders,

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

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 Anooraq 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 Anooraq 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;

RPM ceases to have legal and beneficial ownership of at least 25.1% 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)).

“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).

in relation to an Original Lender, the amount in Rands set opposite its name under the heading “Commitment” in Part II of Schedule 1 (The Original Parties) 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,

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 Chartered Bank (Africa) which determination shall be binding upon the Parties.

held in South Africa by the Borrower with the Account Bank;

identified in a letter between the Borrower and the Senior Agent as the Disbursement Account; and

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

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,

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

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.

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,

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.

this Agreement;

the Plateau Funding Loan Agreement;

the Opco Funding Loan Agreement;

the Accounts Agreement;

the Mandate Letter;

any Compliance Certificate;

any Fee Letter;

any Plateau Hedging Document;

the Plateau Intercreditor Agreement;

the Global Intercreditor Agreement;

each Transaction Security Document;

any Utilisation Request;

any Reliance Letter;

the First Ranking Opco Debt Guarantee and the First Ranking Plateau Debt Guarantee;

each Counter Indemnity Agreement, other than the Second Ranking Opco Counter Indemnity Agreement; and

each Security SPV Document,

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 (i) 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 (ii) 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.

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.

held in South Africa by Holdco with Standard Bank;

identified in a letter between the Borrower, the Senior Agent and the Account Bank as the Holdco Business Account;

subject to Security in favour of the Borrower and RPM 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 and the Intercreditor Agreements,

any patents, trade marks, 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.

the applicable Screen Rate for JIBAR; or

(if no Screen Rate is available for such Interest Period) the arithmetic mean of the rates (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,

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 29 (Changes to the Lenders),

if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate at least 66²/3% percent (sixty six and two thirds percent) of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregate at least 66²/3% 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 66²/3% percent (sixty six and two thirds percent) of the Loans then outstanding.

in relation to any Loan, 4,50% per annum;

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 above.

the business, operations, property, condition (financial or otherwise) or prospects (taking into account the funding required to be provided by the Borrower and RPM under the Holdco Shareholders Agreement and under the RPM Operating Cash Flow Shortfall Facility Agreement (for so long as it is available)) of the Parent, the Anooraq 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 ability of RPM to perform its obligations under the RPM Standby Facility Agreement or the RPM Operating Cash Flow Shortfall Facility Agreement; 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 Finance Party (directly or indirectly) under any of the Finance Documents.

(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.

held in South Africa by Opco with Standard Bank;

identified in a letter between the Borrower and the Senior Agent and Standard Bank as the Opco Business Account;

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 and the Intercreditor Agreements,

the Electricity Supply Agreement;

the EPCM Agreements;

the Sale of Concentrate Agreement and the Sale of Concentrate Lebowa Agreement;

the Service(s) Agreements;

the Umbrella Services Agreement; and

the agreements in respect of the Land Rights,

in relation to the period beginning on 1 July 2009 and ending on 30 June 2012, 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 25.4 (Operating Budget) showing the forecast of production and cash flow for the Mining operations of the Holdco Group for that period.

in relation to LPM, the audited financial statements as at, and for the 12 (twelve) month period ended on, 31 December 2008;

in relation to the Parent, its consolidated audited financial statements for its Financial Year ended 31 December 2008;

in relation to N1C Resources, its consolidated audited financial statements for its Financial Year ended 31 December 2008;

in relation to N2C Resources, its consolidated audited financial statements for its Financial Year ended 31 December 2008;

in relation to the Borrower, its consolidated audited financial statements for its Financial Year ended 31 December 2008; and

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 27.8 (Acquisitions)) in respect of which the Senior Agent has given its prior written consent.

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;

of the assets of a Project Company or the shares in a Project Company if the proceeds of such disposal are utilised by Holdco to make a loan to Opco which loan proceeds Opco shall use to prepay the Opco Funding Loan to Holdco, which prepayment proceeds Holdco shall use to proportionately prepay the loans to RPM and the Borrower under the Holdco Funding Loan Agreements and which prepayment proceeds the Borrower shall use to make a mandatory prepayment of the Loan hereunder in accordance with clause 12 (Mandatory Prepayments);

constituted by a licence of intellectual property rights permitted by Clause 27.29 (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.

the payment of the special dividend that Holdco is required to pay to RPM within 60 (sixty) days after the Closing Date in accordance with, and limited to the amount set out in, clause 7 of the Phase 3 Implementation Agreement;

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 (l) of the definition of “Permitted Financial Indebtedness”;

the payment of a dividend to Holdco by Opco that is permitted under the Global Intercreditor 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 to the Borrower and/or RPM by Holdco that is permitted under the Global Intercreditor Agreement;

the payment of a dividend by the Borrower to N2C Resources that is permitted under the Global Intercreditor Agreement;

the payment of a dividend by the Borrower to RPM in connection with the RPM Finance Documents that is permitted under the Global Intercreditor Agreement; and

the payment by the Borrower of the redemption amount to RPM in respect of the preference shares issued by the Borrower under the RPM Plateau A Preference Share Subscription Agreement in an amount limited to the lesser of ZAR10,000,000 (Ten Million Rand) and the amount representing the unutilised subscription proceeds under the RPM Plateau A Preference Share Subscription Agreement which were not disbursed or required to be disbursed from the Disbursement Account following implementing of the cash flows set out in the Funds Flow Statement.

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

under the Holdco Shareholder Loan Agreement but only until the Closing Date;

under the Opco Shareholder Loan Agreement but only until the Closing Date;

under the GP Loan, provided that the GP Loan is unconditionally and irrevocable discharged and repaid by the Borrower by no later than the Closing Date;

arising under a Permitted Loan or as permitted by Clause 27.33 (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; and

if the bank or financial institution has recourse to the Borrower or any of its shareholders in relation to amounts paid by it under such instrument, either RPM has contractually assumed a counter indemnity obligation towards such bank or financial institution for at least 49% of the actual or contingent indebtedness thereunder or contractual arrangements are in place as between RPM and the relevant member of the Borrower Group which has the actual or contingent indebtedness thereunder for such member of the Borrower Group to have recourse to RPM for at least 49% of any amount payable under such instrument;

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;

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; and

if the Recourse Entity is the Borrower or any of its shareholders, either RPM has contractually assumed a counter indemnity obligation towards such bank or financial institution for at least 49% of the actual or contingent indebtedness thereunder or contractual arrangements are in place as between RPM and the relevant member of the Borrower Group which has the actual or contingent indebtedness thereunder for such member of the Borrower Group to have recourse to RPM for at least 49% of any amount payable under such instrument;

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 ZAR50,000,000 (Indexed) in aggregate for the Borrower Group at any time;

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

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;

to the extent the Borrower is not able to procure insurance coverage, and Opco is required to provide collateral for such guarantee, the amounts available to the Borrower for this purpose under the RPM Operating Cash Flow Shortfall Facility Agreement (being a maximum amount of ZAR28,000,000) shall be utilised by the Borrower for this purpose and provided further that the Borrower is not obliged to collateralise more than its share (51% (fifty-one percent)) of the total exposure under such guarantee, with RPM collateralising the balance (49% (forty-nine percent)).

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

if such instrument is issued by the Borrower or any of its shareholders, either RPM has contractually assumed a joint liability thereunder for at least 49% of the actual or contingent indebtedness thereunder or contractual arrangements are in place as between RPM and the relevant member of the Borrower Group which has the actual or contingent indebtedness thereunder for such member of the Borrower Group to have recourse to RPM for at least 49% of any amount payable by it under such instrument;

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; and

if such instrument is issued by the Borrower or any of its shareholders, either RPM has contractually assumed a joint liability thereunder for at least 49% of the actual or contingent indebtedness thereunder or contractual arrangements are in place as between RPM and the relevant member of the Borrower Group which has the actual or contingent indebtedness thereunder for such member of the Borrower Group to have recourse to RPM for at least 49% of any amount payable by it under such instrument;

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

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 under the terms of the Funding Loan Agreements;

any loan made under the terms of the Opco Shareholder Loan Agreement but only until the Closing Date;

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 ZAR5,000,000 (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 which loan proceeds Opco shall use to prepay the Opco Funding Loan to Holdco, which prepayment proceeds Holdco shall use to proportionately prepare the loans to RPM and the Borrower under the Holdco Funding Loan Agreements and which prepayment proceeds the Borrower shall use to make a mandatory prepayment of the Loan hereunder in accordance with clause 12 (Mandatory Prepayments).

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 over a bank account opened by the Borrower, Holdco and/or Opco for the sole purpose of depositing provisions for the redemption of the preference shares under the RPM Finance Documents, but subject to such provisions being permitted under the Global Intercreditor Agreement and in particular the Borrower Cash Waterfall, the Holdco Cash Waterfall and the Opco Cash Waterfall;

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

ordinary shares by any Obligor paid for in full in cash upon issue and which by their terms are not redeemable and where (i) such shares are of the same class and on the same terms as those initially issued by that Obligor and (ii) such issue does not lead to a Change of Control;

shares by a member of the Anooraq 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.

shares by the Parent to the participants in any stock option plan of the Parent in terms of such stock option plan and provided it does not give rise to a Change of Control.

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, the Plateau Intercreditor Agreement and the Global Intercreditor Agreement; and

any payments or other transactions set out in the Structure Memorandum.

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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.

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.

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.

accrued but unpaid interest which has been capitalised on the last day of an Interest Period in accordance with paragraph (c) of clause 14.2 (Payment of Interest), or the principal amount outstanding for the time being of that loan; or

the amount of a Net Swap Payment advanced by the Lenders to the Borrower under paragraph (c) of clause 14.2 (Payment of interest) in connection with the funding of Net Swap Payments, or the principal amount outstanding for the time being of that loan,

36 months after the Closing Date; and

the date (if any) on which the Rollup Interest Loans reach an amount of ZAR250,000,000.

the Amendment to the RPM Sale of Boikgantsho Shares and Claims Agreement;

the Amendment to the RPM Sale of Kwando Shares Agreement; and

the Amendment to the RPM Sale of Ga-Phasha Shares and Claims Agreement;

the RPM Funding Common Terms Agreement;

the RPM Holdco Subscription Agreement;

the RPM Plateau A Preference Share Subscription Agreement;

the RPM Holdco A Preference Share Subscription Agreement;

the RPM Funding Loan Agreement;

the RPM Standby Facility Agreement;

the RPM Operating Cash Flow Shortfall Facility Agreement;

the Holdco Guarantee;

the Second Ranking Opco Counter Indemnity Agreement;

the Second Ranking Opco Debt Guarantee;

the Third Ranking Opco Debt Guarantee;

the Second Ranking Plateau Debt Guarantee;

the Third Ranking Plateau Debt Guarantee;

the Fourth Ranking Plateau Debt Guarantee;

the Plateau Counter Indemnity Agreement;

the N2C Resources Counter Indemnity Agreement;

each Transaction Security Document;

any utilisation request for a utilisation under any of the agreements specified above.

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

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

any reclassification of or amendment to the outstanding Anooraq Common Shares, any change of the Anooraq 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 Anooraq Common Shares, any change of the Anooraq Common Shares into other shares or any other reorganization of the Parent.

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 company” under section 1(3) of the Companies Act, 1973 of South Africa.

the Finance Documents;

the RPM Finance Documents;

the Plateau Holdco A Preference Share Subscription Agreement;

the B Preference Share Documents;

the Acquisition Documents;

the Holdco Opco A Preference Share Subscription Agreement;

the Holdco Opco Ordinary Share Subscription Agreement;

the Community Trust Documents;

the ESOP Documents;

the Shareholder Loan Documents;

the Holdco Shareholder Loan Agreement;

the Amendment to the Holdco Shareholders Agreement;

the Opco Shareholder Loan Agreement;

the Operating Agreements,

the Opco Security SPV or, where applicable in relation to the New Order Rights, the Security Agent (as principal creditor pursuant to the Global Intercreditor Agreement), pursuant to the Opco Security Documents;

the Borrower and RPM pursuant to the Holdco Security Documents; and

the Plateau Security SPV pursuant to the Plateau Security Documents.

the Opco Security Documents;

the Holdco Security Documents; and

the Plateau Security Documents,

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

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

Construction

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

“Boikgantsho”, the “Borrower”, any “Finance Party”, “Ga- Phasha”, any “Hedging Counterparty”, “Kwanda”, any “Lender”, any “Obligor”, any “Party”, “Pelawan Investments”, “Pelawan Dividend Trust”, “Pelawan Trust”, any “Secured Party”, the “Senior Agent”, the “Security Agent”, the “Arranger”, “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;

“guarantee” means (other than in Clause 23 (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 (having the force of law) 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 London 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 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.

The Finance Documents shall to the extent permitted by applicable law be binding on and enforceable by the administrators, trustees, permitted assigns 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 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.

THE FACILITIES

The Facilities

Subject to the terms of this Agreement, the Lenders agree to make available a Rand denominated term loan facility available to the Borrower by way of a single Utilisation on the Closing Date in an aggregate amount equal to or up to the Total Commitments.

Finance Parties' rights and obligations

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

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

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

Obligors' Agent

Each Obligor (other than the Borrower) that is a party to this Agreement 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 Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

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

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the

PURPOSE

Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards payment to RPM of the purchase price for the Target Claim under the Holdco Sale of Shares Agreement as described in the Funds Flow Statement and Structure Memorandum.

Monitoring

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

CONDITIONS OF UTILISATION

Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Senior Agent has received all of the documents and other evidence listed in Part IA of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Senior Agent. The Senior Agent shall notify the Parent and the Lenders promptly upon being so satisfied.

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; and

all the representations and warranties in Clause 24 (Representations) are true and correct in all material respects.

The Number of Utilisations

The Borrower may not deliver more than one Utilisation Request for the Facility under this Agreement.

UTILISATION

Delivery of the Utilisation Request

The Borrower may utilise the Facilities by delivery to the Senior Agent of a single duly completed Utilisation Request not later than the Specified Time.

Completion of a Utilisation Request for Loans

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period; and

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount).

Currency and amount

The currency specified in the Utilisation Request must be Rands.

The amount of the proposed Utilisation must be an amount equal to the Total Commitments or, if less, the Available Facility.

Lenders' participation

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.

Limitations on Utilisation

The Facilities may only be utilised on the Closing Date and only if the Facilities are utilised simultaneously by way of a single Utilisation Request as set out in Clause 2.1 (The Facilities).

Cancellation

Any amount of the Facilities which is not Utilised by way of a single Utilisation Request on the Closing Date in accordance with Clause 5.1 (Delivery of the Utilisation Request) shall be cancelled.

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REPAYMENT

Repayment of Loan and Rollup Interest Loan

The Borrower shall repay the Loan (other than the Rollup Interest Loans which shall be repayable in accordance with (b) below) in instalments by repaying on each Repayment Date set out below an amount which reduces the outstanding aggregate Loan (other than the Rollup Interest Loans) by an amount equal to the relevant proportion of the Loan (other than the Rollup Interest Loans) borrowed or deemed to be borrowed by the Borrower on the Utilisation Date as set out in the table below:

During the period commencing on the Closing Date and ending on the earlier of 31 July 2012 and the day falling 36 Months after the Closing Date the Borrower shall repay the Rollup Interest Loans (if there are any Rollup Interest Loans) in instalments by way of a cash sweep, by repaying:

on each Interest Payment Date, the amount (if any) (as certified by the Borrower not less than 10 (ten) Business Days prior to the relevant Interest Payment Date in a Borrower Certification) standing to the credit of the Borrower Proceeds Account, subject to the relevant waterfall provisions of the Global Intercreditor Agreement, (inclusive of the amount of any Net Swap Receipts received by the Borrower on that Interest Payment Date and after the utilisation of the drawdowns available under the RPM Standby Facility Agreement) after the payment of all accrued interest in respect of the Interest Period ending on that Interest Payment Date;

on the last day of each Interest Period which is not itself an Interest Payment Date, the amount (if any) (as certified by the Borrower not less than 10 (ten) Business Days prior to the last day of that Interest Period in a Borrower Certification) of any Net Swap Receipts received by the Borrower on the last day of that Interest Period.

With effect from 31 January 2013, the Borrower shall repay the Rollup Interest Loans (if there are any Rollup Interest Loans) in instalments by repaying on each Repayment Date set out below an amount equal to the greater of:

the amount (as certified by the Borrower not less than 10 (ten) Business Days prior to the relevant Interest Payment Date in a Borrower Certification) available in the Borrower Proceeds Account, subject to the relevant waterfall provisions of the Global Intercreditor Agreement by way of a cash sweep, on that Repayment Date (after the utilisation of the drawdowns available under the RPM Standby Facility Agreement) after payment of all accrued interest as of that Repayment Date, or which reduces the Rollup Interest Loans to zero before the Termination Date; and

an instalment which reduces the outstanding aggregate Rollup Interest Loans (determined as of the last day of the Rollup Period) by an amount equal to the relevant proportion of the Rollup Interest Loans as set out in the table below (or where a portion of the Rollup Interest Loans has previously been repaid by the Borrower, the amount representing the balance of such instalment as certified by the Borrower not less than 10 (ten) Business Days prior to the relevant Interest Payment Date in a Borrower Certification) or which reduces the Rollup Interest Loans to zero before the Termination Date:

Where the Rollup Interest Loans are repaid under paragraph (c)(i) above pursuant to the cash sweep referred to therein, then the amount of each instalment for the Rollup Interest Loans on each Repayment Date as set out in paragraph (c)(ii) above falling after that repayment will reduce in inverse chronological order by the amount of the Rollup Interest Loans repaid.

The Borrower may not reborrow any part of a Loan which is repaid.

Effect of cancellation and prepayment on scheduled repayments and reductions

If the Borrower cancels the whole or any part of the Commitments in accordance with Clause 11.5 (Right of cancellation and repayment in relation to a single Lender) or if the Commitment of any Lender is reduced under Clause 11.1 (Illegality) then the amount of the Repayment Instalment for each Repayment Date falling after that reduction will reduce pro rata by the amount cancelled or reduced (as applicable).

If the Borrower cancels the whole or any part of the Commitments in accordance with Clause 11.3 (Voluntary cancellation) then the amount of the Repayment Instalment for each Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.

If any Loan is prepaid in accordance with Clause 11.5 (Right of cancellation and repayment in relation to a single Lender) or Clause 11.1 (Illegality) then the amount of the Repayment Instalment for the relevant Loan for each Repayment Date falling after that prepayment will reduce pro rata by the amount of the Loan prepaid.

If any Loan is prepaid in accordance with Clause 11.4 (Voluntary prepayment of Loans) or clause 12.2 (Opco Funding Loan) then the amount of the Repayment Instalment for each Repayment Date falling after that prepayment will reduce in inverse chronological order by the amount of the Loan prepaid.

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

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 earlier, the date specified by the Lender in the notice delivered to the Senior Agent (being no earlier than the last day of any applicable grace period permitted by law).

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Voluntary cancellation

Subject to paragraph (b) below, the Borrower may, if it gives the Senior Agent not less than 10 (ten) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole (and not any part) of the Available Facility.

The Borrower shall not cancel any part of the Available Commitment with respect to the Facility if the Borrower would following such cancellation have insufficient funds to pay the consideration payable by the Borrower under the Acquisition Documents in respect of the Acquisition.

Voluntary prepayment of Loans

Subject to paragraph (b) below, 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 ZAR25,000,000).

A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

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 paragraph (c) of Clause 18.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 18.3 (Tax indemnity) or Clause 19.1 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for indemnification continues, give the Senior Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loans.

On receipt of a notice referred to in paragraph (a) above 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 paragraph (a) above 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.

MANDATORY PREPAYMENTS:

Change of Control

Upon the occurrence of:

a Change of Control; or

the sale of all or substantially all of the assets of Opco 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 (i) 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.

Opco Funding Loan

Upon the occurrence of any prepayment or repayment of the Opco Funding Loan pursuant to a Permitted Disposal of the assets of a Project Company and the shares in a Project Company contemplated by paragraph (e) of the definition of Permitted Disposal, the Borrower shall:

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

procure that the proceeds of prepayment or repayment of the Opco Funding Loan are utilised towards proportionately prepaying the loans to RPM and the Borrower under the Holdco Funding Loan Agreements; and

utilise the proceeds received by it under the Plateau Funding Loan Agreement to make a prepayment of the Loans hereunder.

RESTRICTIONS

Notices of Cancellation or Prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 11 (Illegality, voluntary prepayment and cancellation) shall (subject to the terms of that Clause) be irrevocable and, unless a contrary indication appears in this Agreement, any such notice shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and Break Costs (if applicable), and otherwise (except as may arise under the Plateau Hedging Documents) without premium or penalty, provided that if a Lender obtains any Break Gains as a result of such prepayment, such Break Gains shall be payable by the Lender to the Borrower.

No reborrowing of the Facilities

The Borrower may not reborrow any part of the Facility which is prepaid including, for the avoidance of doubt, any portion of the Rollup Interest Loan.

Prepayment in accordance with Agreement

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

No reinstatement of Commitments

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

Senior Agent's receipt of Notices

If the Senior Agent receives a notice under Clause 11 (Illegality, voluntary prepayment and cancellation) it shall promptly forward a copy of that notice or election to either the Borrower or the affected Lender, as appropriate.

Prepayment elections

The Senior Agent shall notify the Lenders as soon as possible of any proposed prepayment of any Loan under Clause 11.4 (Voluntary prepayment of Loans).

INTEREST

Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin;

JIBAR; and

Mandatory Costs,

which shall accrue, in each case, on a day to day basis and shall be calculated, in arrears, and compounded at the end of each Interest Period.

Payment of interest

The Borrower shall, subject to paragraph (c) below, pay accrued interest on each Loan on each Interest Payment Date.

Interest accruing on a Loan during an Interest Period which does not end on an Interest Payment Date, shall be capitalised to form part of the Loan on the last day of that Interest Period and shall, subject to paragraph (c) below, be payable on the next Interest Payment Date.

During the Rollup Period and only to the extent there are insufficient proceeds standing to the credit of the Borrower Proceeds Account on an Interest Payment Date or the last day of an Interest Period which is not an Interest Payment Date, as applicable (after the utilisation of the drawdowns available under the RPM Standby Facility Agreement) (as certified by the Borrower not less than 10 (ten) Business Days prior to the relevant Interest Payment Date or the last day of an Interest Period, as applicable, in a Borrower Certification):

accrued interest which cannot be paid on that Interest Payment Date shall be capitalised and shall comprise a Rollup Interest Loan; and

the Borrower may request that Net Swap Payments which cannot be paid on the last day of an Interest Period are funded by the Lenders under this Agreement and upon the Lenders funding such Net Swap Payments (by making payment of the amount of the relevant Net Swap Payment to the Senior Agent for distribution to the Borrower to allow the Borrower to make payment of such Net Swap Payments to the relevant Plateau Hedge Counterparties or into the Borrower Proceeds Account), the amount of the Net Swap Payment so funded will comprise a Rollup Interest Loan,

provided that the aggregate amounts of interest so capitalised and Net Swap Payments so advanced during the Rollup Period may not exceed the Rollup Cap Amount. For the avoidance of doubt, if the Rollup Period ends during an Interest Period before an Interest Payment Date, all interest accruing during the remainder of the Interest Period (after the last day of the Rollup Period) shall be required to be paid in full on the next Interest Payment Date.

The amount of each Lender's participation in each funded Net Swap Payment will be equal to the proportion borne by its participation in the Loans to the total Loans immediately prior to making the advance of the Net Swap Payment.

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Senior Agent (acting reasonably). Any interest accruing under this Clause 14.3 shall be immediately payable by the Obligor on demand by the Senior Agent.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be 2% per annum higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

Notification of rates of interest

The Senior Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

INTEREST PERIODS

Interest Periods

The Interest Period for each Loan will, subject to Clause 15.2 (Changes to Interest Periods), be 3 (three) Months or any other period agreed between the

Borrower and the Senior Agent (acting on the instructions of all the Lenders), provided that the first Interest Period will commence on the Utilisation Date and end on the day before the first Interest Payment Date and the last Interest Period shall commence on the last Interest Payment Date prior to the Termination Date and end on the Termination Date.

An Interest Period for a Loan shall not extend beyond the Termination Date.

Each Interest Period for each Loan shall start on the Utilisation Date or (if already made) on the day immediately following the last day of its preceding Interest Period.

If two or more Interest Periods relating to Rollup Interest Loans end on the same date, those Rollup Interest Loans will be consolidated into, and treated as, a single Rollup Interest Loan, on the last day of the Interest Period.

Prior to the Syndication Date, Interest Periods may be shortened to one Month or such other period as the Senior Agent and the Borrower may agree in writing and any Interest Period which would otherwise end during the Month preceding or extend beyond the Syndication Date shall end on the Syndication Date.

Changes to Interest Periods

Prior to the commencement of an Interest Period for the Loans, the Senior Agent may shorten that Interest Period for any Loan to ensure there are sufficient Loans which have an Interest Period ending on a Repayment Date for the Borrower to make the relevant Repayment Instalment due on that date.

If the Senior Agent makes any changes to an Interest Period referred to in this Clause 15.2, it shall promptly notify the Borrower and the Lenders in writing and in any event no later than 5 (five) days prior to the due date of the relevant Interest Payment Date.

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotations

Subject to Clause 16.2 (Market disruption), if JIBAR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable JIBAR shall be determined on the basis of the quotations of the remaining Reference Banks.

Market disruption

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender's share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

the Margin;

the rate notified to the Senior Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

the Mandatory Cost.

In this Agreement “Market Disruption Event” means at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Senior Agent to determine JIBAR for the relevant Interest Period.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Senior Agent or the Borrower so requires, the Senior Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

Break Costs and Break Gains

The Borrower shall, within 3 (three) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Senior Agent, provide a certificate confirming the amount and calculation of its Break Costs for any Interest Period in which they accrue.

If a Lender obtains Break Gains attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum (other than where an Event of Default is continuing), that Lender shall make payment of such Break Gains to the Borrower within 3 (three) Business Days of demand by the Borrower.

FEES

Commitment fee

The Borrower shall pay to the Senior Agent (for the account of each Lender) a fee in Rands computed at the rate of 1% per annum on that Lender’s Available Commitment for the period from the date of this Agreement to and including the Utilisation Date.

The accrued commitment fee is payable on the last day of the Availability Period and on the cancelled amount of the relevant Lender's Commitment at the time any cancellation is effective.

Arrangement fee

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

Agency fee

The Borrower shall pay to the Senior Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

Security Agent fee

The Borrower shall pay to the Security Agent (for its own account) the Security Agent fee in the amount and at the times agreed in a Fee Letter.

TAX GROSS UP AND INDEMNITIES

Definitions

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 18.2 (Tax gross-up) or a payment under Clause 18.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 18 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Senior Agent accordingly. Similarly, a Lender shall notify the Senior Agent on becoming so aware in respect of a payment payable to that Lender. If the Senior Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Senior Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

A Lender and each Obligor which makes a payment to which that Lender is entitled shall co-operate in completing any procedural formalities (including, without limitation, the delivery of any necessary forms and certificates required by applicable law) necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction or to make that payment with a lesser Tax Deduction.

Tax indemnity

The Borrower shall (within three Business Days of demand by the Senior Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Paragraph (a) above shall not apply with respect to any Tax assessed on a Finance Party:

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;

to the extent a loss, liability or cost is compensated for by an increased payment under clause 18.2 (Tax gross-up); or

to the extent a loss, liability or cost arises as a result of a failure by a Protected Party to comply with its filing obligations in relation to a Tax.

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Senior Agent of the event which will give, or has given, rise to the claim, following which the Senior Agent shall notify the Borrower.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 18.3, notify the Senior Agent.

Tax Credit

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

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and

that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor. The Finance Party shall, on making such payment to the Obligor, notify the Senior Agent that it has made such payment and of the amount of such payment.

Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability (properly evidenced) that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

Value added tax

All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. Subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT and such Finance Party shall promptly provide an appropriate VAT invoice to such Party.

If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) in connection with a Finance Document, and any Party is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier, such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT.

Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably

INCREASED COSTS

Increased costs

Subject to Clause 19.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Senior Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document;

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 19.1 (Increased costs) shall notify the Senior Agent of the event giving rise to the claim, following which the Senior Agent shall promptly notify the Borrower.

Each Finance Party shall, as soon as practicable after a demand by the Senior Agent, provide a certificate confirming the amount of its Increased Costs and the basis for its claim of Increased Costs.

Exceptions

Clause 19.1 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by the Borrower;

compensated for by Clause 18.3 (Tax indemnity) (or would have been compensated for under Clause 18.3 (Tax indemnity) but was not so compensated solely because one of the exclusions in paragraph (b) of Clause 18.3 (Tax indemnity) applied);

compensated for by the payment of the Mandatory Cost; or

attributable to the wilful breach of or non compliance with, any law or regulation by the relevant Finance Party or its Affiliates.

In this Clause 19.3 reference to a “Tax Deduction” has the same meaning given to the term in Clause 18.1 (Definitions).

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against that Obligor; or

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost reasonably incurred, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

The Borrower shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by it as a result of:

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this

Agreement (other than by reason of default or negligence by that Finance Party alone); or

the Utilisation (or part of the Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower.

The Borrower shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred (provided in relation to a cost, it was reasonably incurred) by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 20.2, as a stipulatio ▇▇▇▇▇▇.

Indemnity to the Senior Agent

The Borrower shall promptly indemnify the Senior Agent against any cost, loss or liability incurred by the Senior Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default;

entering into or performing any foreign exchange contract for the purposes of paragraph (b) of clause 34.9 (Change of Currency); or

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

Indemnity to the Security Agent and the Plateau Security SPV

Each Obligor shall promptly indemnify the Security Agent, the Plateau Security SPV and every Delegate against any cost, loss or liability incurred by any of them (save if due to the gross negligence or wilful acts or omissions of the Security Agent, the Plateau Security SPV or a Delegate) as a result of:

the taking, holding, protection or enforcement of the Transaction Security,

the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, the Plateau Security SPV and each Delegate by the Finance Documents or by law; and

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.

The Security Agent and/or the Plateau Security SPV may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 20.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

MITIGATION BY THE LENDERS

Mitigation

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 11.1 (Illegality), Clause 18 (Tax gross-up and indemnities) or Clause 19 (Increased Costs) or by way of Mandatory Costs including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability

The Borrower shall indemnify each Finance Party within 3 (three) Business Days of demand for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 21.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 21.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

The Borrower shall within 3 (three) Business Days of demand pay each Finance Party the amount of all costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent and/or the Plateau Security SPV, by any Delegate) in connection with the negotiation, preparation, printing, execution, syndication (other than syndication related costs incurred in connection with the execution of Assignment Agreements and accession of Lenders made after close of primary syndication) and perfection of:

this Agreement and any other documents referred to in this Agreement and the Transaction Security;

any other Finance Documents executed after the date of this Agreement.

Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 34.9 (Change of currency), the Borrower shall, within 3 (three) Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including legal fees) reasonably incurred by each Finance Party (and, in the case of the Security Agent and/or the Plateau Security SPV, by any Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

Security Agent’s and the Plateau Security SPV’s ongoing costs

In the event of (i) a Default or (ii) the Security Agent or the Plateau Security SPV considering it necessary or expedient or (iii) the Security Agent or the Plateau Security SPV being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent or the Plateau Security SPV and the Borrower agree to be of an exceptional nature and/or outside the scope of the normal duties of the Security Agent or the Plateau Security SPV under the Finance Documents, the Borrower shall pay to the Security Agent and/or the Plateau Security SPV any additional remuneration that may be agreed between them.

If the Security Agent or the Plateau Security SPV, as the case may be, and the Borrower fail to agree upon the nature of the duties or upon any additional remuneration, that dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent or the Plateau Security SPV, as the case may be, and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent or the Plateau Security SPV, as the case may be) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the parties to this Agreement.

Enforcement and preservation costs

Subject to any binding court order to the contrary, the Borrower shall, within 3 (three) Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Plateau Security SPV as a consequence of taking or holding the Transaction Security or enforcing these rights.

GUARANTEE AND INDEMNITY

Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

guarantees to each Finance Party punctual payment when due by each other Obligor of all that Obligor's payment obligations under the Finance Documents;

undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.

Continuing Guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

Waiver of defences

The obligations of each Guarantor under this Clause 23 will not be affected by an act, omission, matter or thing which, but for this Clause 23, would reduce, release or prejudice any of its obligations under this Clause 23 (without limitation and whether or not known to it or any Finance Party) including:

any time, waiver or consent granted to, or composition with, any Obligor or other person;

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Finance Document or any other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

any insolvency or similar proceedings.

Guarantor Intent

Without prejudice to the generality of Clause 23.4 (Waiver of Defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Immediate recourse