Report on Form 6-K dated February 22, 2019

Commission File Number 1-14846

AngloGold Ashanti Limited

(Name of registrant)

76 Rahima Moosa Street

Newtown, 2001

(P.O. Box 62117, Marshalltown, 2107)

South Africa

(Address of principal executive offices)

Form 20-F X

Form 40-F

Yes

No X

Yes

No X

Yes

No X

Enclosure: Press release:

EXECUTION VERSION

DATED

23 October

U.S.$1,400,000,000

2018

SYNDICATED LOAN FACILITY

for

ANGLOGOLD ASHANTI HOLDINGS PLC

and

ANGLOGOLD ASHANTI AUSTRALIA LIMITED

with

J.P. MORGAN SECURITIES PLC

AND DEUTSCHE BANK AG, LONDON BRANCH

and

J.P. MORGAN SECURITIES PLC

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

BANK OF AMERICA N.A., AUSTRALIAN BRANCH

BANK OF MONTREAL

BNP PARIBAS SA

CITIBANK, N.A., LONDON BRANCH

ROYAL BANK OF CANADA

SCOTIABANK EUROPE PLC

AND STANDARD CHARTERED BANK

and

Mandated Lead Arrangers

with

THE BANK OF NOVA SCOTIA

as Agent

CONTENTS

Page

1. Interpretation

.........................................................................................................................................1

................................................................................................................................................23

4. Conditions Precedent

...........................................................................................................................23

5. Drawdown

...........................................................................................................................................23

6. Repayment

...........................................................................................................................................24

7. Prepayment and Cancellation

..............................................................................................................25

8. Interest Periods

....................................................................................................................................28

9. Interest

.................................................................................................................................................29

10. Payments

.............................................................................................................................................31

11. Taxes

...................................................................................................................................................33

12. Public Offer

.........................................................................................................................................39

13. Market Disruption

...............................................................................................................................40

14. Increased Costs

....................................................................................................................................43

..............................................................................................................................................46

Representations and Warranties ................................................................................................................49

19. Undertakings

.......................................................................................................................................53

20. Default

.................................................................................................................................................63

21.

The Agent and the Mandated Lead Arrangers...........................................................................................67

..............................................................................................................................................75

24. Stamp Duties

.......................................................................................................................................76

25. Indemnities

..........................................................................................................................................76

26.

Evidence and Calculations ........................................................................................................................77

27.

Amendments and Waivers.........................................................................................................................77

28. Changes to the Parties

.........................................................................................................................80

29. Disclosure of Information

......................................................................................................................................84

30.

Confidentiality of Funding Rates and Reference Bank Quotations...........................................................86

31. Set-Off

.................................................................................................................................................87

32.

Pro Rata Sharing........................................................................................................................................87

........................................................................................................................................89

.............................................................................................................................................90

37.

Bail-In Of Eea Financial Institutions.........................................................................................................91

38. Jurisdiction

..........................................................................................................................................91

39. Waiver of Immunity

............................................................................................................................92

40. Integration

...........................................................................................................................................92

41. Governing Law

....................................................................................................................................92

Page

1.

Banks and Commitments...........................................................................................................................94

2. Conditions Precedent

Documents........................................................................................................95

3. Form of Request

..................................................................................................................................97

4. Form of Novation Certificate

..............................................................................................................98

5. Borrowers' Obligations

......................................................................................................................100

6. Form of Compliance Certificate

........................................................................................................102

7.

Form of Increase Confirmation ..............................................................................................................103

8. Form of Margin Certificate

...............................................................................................................106

9. Existing Security

...............................................................................................................................107

10.

Screen Rate Contingency Periods ..........................................................................................................108

11. Timetables

.............................................................................................................................................2

Signatories ............................................................................................................................................................

THIS AGREEMENT is dated 23 October

2018 and made

BETWEEN:

(1)

ANGLOGOLD ASHANTI HOLDINGS PLC (incorporated under the laws of the Isle of Man with

(2)

ANGLOGOLD ASHANTI HOLDINGS PLC and ANGLOGOLD ASHANTI AUSTRALIA

LIMITED (in this capacity, each a Guarantor and together the Guarantors);

(3)

ANGLOGOLD ASHANTI HOLDINGS PLC as agent for the Obligors (in this capacity the

Obligors' Agent);

(4)

J.P. MORGAN SECURITIES PLC and DEUTSCHE BANK AG, LONDON BRANCH as

coordinators (in this capacity the Coordinators);

(5)

DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN SECURITIES PLC,

(6)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Banks and Commitments) under the

heading "Banks" (the Original Banks); and

(7)

THE BANK OF NOVA SCOTIA as facility agent (in this capacity the Agent).

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

Acceptable Financial Institution means:

(a)

an Acceptable Bank;

(b)

any bank or financial institution set out in the Approved List; or

(c)

any other bank or financial institution notified by the Obligors’ Agent to the Agent from

time to time (including, for the avoidance of doubt, any branch of such bank or financial

Agent’s Spot Rate of Exchange means:

(a)         the Agent’s spot rate of exchange; or

(b)         (if the Agent does not have an available spot rate of exchange) any other publicly available

spot rate of exchange selected by the Agent (acting reasonably),

Associate has the meaning given to it in section 128F(9) of the Tax Act.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

(a)         in relation to an EEA Member Country which has implemented, or which at any time

(b)         in relation to any other state, any analogous law or regulation from time to time which

Bank means:

(a)         an Original Bank; or

(b)         any bank or financial institution which becomes a Bank under Clause 2.2 (Increase) or

Clause 28 (Changes to the Parties).

Base Currency means U.S. Dollars.

BBSY means, in relation to any Loan in Australian Dollars:

(a)         the applicable Screen Rate as of the Specified Time for Australian Dollars for a period

comparable to the relevant Interest Period; or

(b)

as otherwise determined pursuant to Clause 13.1 (Unavailability of Screen Rate),

and, if in either case, that rate is less than zero, BBSY shall be deemed to be zero.

(a)         there is no Security Interest over that cash except:

(i)

for any Security Interest arising in the ordinary course of a Group member’s banking

arrangements; or

(ii)         as permitted by Clause 19.9(b) (Negative pledge) which would not result in that cash

(b)         such cash is not specified as being restricted for use in the accounts of any member of the

Group.

Cash Equivalent Investments means at any time:

(a)         certificates of deposit maturing within one year after the relevant date of calculation and

issued by an Acceptable Financial Institution;

(b)         any investment in marketable debt obligations issued or guaranteed by the government of the

(c)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)         issued by an issuer incorporated in the United States of America, the United

(iii)

which matures within one year after the relevant date of calculation; and

(iv)         which has an investment grade rating by S&P, Fitch Ratings Ltd or Moody’s, or, if

(d)         bills of exchange issued in the United Kingdom, the United States, Australia, or any OECD

(e)         any investment in money market funds which invest substantially all their assets in debts,

(f)

any other debt, security or investment approved by the Majority Banks (which approval shall

not be unreasonably withheld or delayed),

Commitment means:

(a)         in relation to a Bank which is a Bank on the date of this Agreement, the amount in the Base

(b)         in relation to a Bank which becomes a Bank after the date of this Agreement, the amount in

to the extent not cancelled, reduced or transferred under this Agreement.

Defaulting Bank means any Bank:

(a)         which has failed to make its participation in a Loan available or has notified the Agent or the

(b)        which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)        payment is made within five Business Days of its due date; or

(ii)        the Bank is disputing in good faith whether it is contractually obliged to make the payment

in question.

Drawdown Date means the date of the advance of a Loan.

Environment means:

(a)

land including any natural or man-made structures;

(b)

water including ground and surface water; and

(c)        air, including air within buildings and other natural or man-made structures above or below

ground.

(a)        the pollution, protection, investigation, reclamation or restoration of the Environment or

natural resources;

(b)        harm to the health of humans, animals or plants including without limitation laws relating to

public and workers' health and safety;

(c)        emissions, discharges or releases into, or the presence in, the Environment of hazardous,

(d)        the manufacture, processing, use, treatment, storage, distribution, disposal, transport or

handling of the substances or wastes described in (c) above.

Event of Default means an event specified as such in Clause 20 (Default).

Existing Facilities means each of:

(a)        the U.S.$1,000,000,000 syndicated revolving credit facility dated 17 July 2014 between,

(b)        the A$500,000,000 syndicated revolving credit facility dated 25 July 2014 between, inter

Facility Office means the office(s) notified by a Bank to the Agent:

(a)

on or before the date it becomes a Bank; or

(b)        by not less than five Business Days' notice,

as the office(s) through which it will perform all or any of its obligations under this Agreement.

FATCA means:

(a)        sections 1471 to 1474 of the Code or any associated regulations;

(b)        any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental

(c)        any agreement pursuant to the implementation of any treaty, law or regulation referred to in

FATCA Application Date means:

(a)        in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code

(b)        in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code

(c)        in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling

within paragraphs (a) or (b) above, 1 January 2019,

Finance Party means a Mandated Lead Arranger, a Coordinator, a Bank or the Agent.

Financial Indebtedness means any indebtedness for or in respect of:

(a)

moneys borrowed and debit balances at banks;

(b)

any debenture, bond, note, loan stock or other security;

(c)       any acceptance credit;

(d)

receivables sold or discounted (otherwise than on a non-recourse basis);

(e)        the acquisition cost of any asset to the extent payable before or after the time of acquisition

(f)

the amount of any liability in respect of any lease entered into primarily as a method of

(g)        for the purposes of Clause 20.6 (Cross-default) any currency or commodity swap or interest

swap, cap or collar arrangements or any other derivative instrument;

(h)        any amount raised under any other transaction having the commercial effect of a borrowing

or raising of money; or

(i)

any guarantee, indemnity or similar assurance against financial loss of any person, provided

Group means the Parent and its Subsidiaries.

Holding Company means, in relation to a person, an entity of which that person is a Subsidiary.

Impaired Agent means the Agent at any time when:

(a)        it has failed to make (or has notified a Party that it will not make) a payment required to be

made by it under the Finance Documents by the due date for payment;

(b)        the Agent otherwise rescinds or repudiates a Finance Document;

(c)        (if the Agent is also a Bank) it is a Defaulting Bank under paragraph (a) or (b) of the

definition of "Defaulting Bank"; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent,

unless, in the case of paragraph (a) above:

(i)

payment is made within five Business Days of its due date; or

(ii)        the Agent is disputing in good faith whether it is contractually obliged to make the payment

in question.

Insolvency Event in relation to a Finance Party means that the Finance Party:

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)        becomes insolvent or is unable to pay its debts or fails or admits in writing its inability

generally to pay its debts as they become due;

(c)        makes a general assignment, arrangement or composition with or for the benefit of its

creditors;

(d)        institutes or has instituted against it, by a regulator, supervisor or any similar official with

(e)        has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief

or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the

institution or presentation thereof;

(f)

has a resolution passed for its winding-up, official management or liquidation (other than

pursuant to a consolidation, amalgamation or merger);

(g)        seeks or becomes subject to the appointment of an administrator, provisional liquidator,

(h)        has a secured party take possession of all or substantially all its assets or has a distress,

execution, attachment, sequestration or other legal process levied, enforced or sued on or

(i)

causes or is subject to any event with respect to it which, under the applicable laws of any

(j)        takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence

in, any of the foregoing acts.

Interest Period means each period determined in accordance with Clause 8 (Interest Periods).

(a)        the most recent applicable Screen Rate for the longest period (for which that Historic Screen

Rate is available) which is less than the Interest Period of that Loan; and

(b)        the most recent applicable Screen Rate for the shortest period (for which that Historic Screen

Rate is available) which exceeds the Interest Period of that Loan,

(a)        the applicable Screen Rate for the longest period (for which that Screen Rate is available)

which is less than the Interest Period of that Loan; and

(b)        the applicable Screen Rate for the shortest period (for which that Screen Rate is available)

which exceeds the Interest Period of that Loan,

each as of the Specified Time for the currency of that Loan.

LIBOR means in relation to any Loan in U.S. Dollars:

(a)        the applicable Screen Rate as of the Specified Time for U.S. Dollars for a period comparable

to the relevant Interest Period; or

(b)        as otherwise determined pursuant to Clause 13.1 (Unavailability of Screen Rate);

and if that rate is less than zero, LIBOR shall be deemed to be zero.

(a)        whose participations in the Loans then outstanding aggregate 66 2/3 per cent. or more of all

the Loans then outstanding;

(b)        if there are no Loans then outstanding, whose Commitments then aggregate 66 2/3 per cent.

or more of the Total Commitments; or

(c)        if there are no Loans then outstanding and the Total Commitments have been reduced to nil,

Margin means the rate per annum calculated in accordance with Clause 9.3 (Margin adjustments).

Material Subsidiary means any Subsidiary of the Parent:

(a)         (i)        the book value of whose assets (consolidated if it itself has Subsidiaries) equals or

(ii)        whose revenues (consolidated if it itself has Subsidiaries) equal or exceed 7.5 per

cent. of the revenues of the Group taken as a whole; or

(iii)        whose trading profits (consolidated if it itself has Subsidiaries) before interest and

(b)        any Subsidiary of the Parent which becomes a member of the Group after the date of the

(c)        prior to the delivery of each set of accounts pursuant to Clause 19.2 (Financial information),

Maturity Date means, in relation to a Loan, the last day of its Interest Period.

Member State means any member state of the European Union.

Moody's means Moody's Investor Services Limited and any successor or successors thereto.

Novation Certificate has the meaning given to it in Clause 28.3 (Procedure for novations).

Obligor means a Borrower or a Guarantor.

Offshore Associate means an Associate:

(a)        which is a non-resident (as defined in section 6(1) of the Tax Act) of Australia and does not

(b)        which is a resident of Australia (as defined in section 6(1) of the Tax Act) and which

Party means a party to this Agreement.

Permitted Reorganisation means:

(a)        any Specified Corporate Restructuring: or

(b)        any amalgamation, demerger, merger, or corporate reconstruction or reorganisation on a

solvent basis involving any Subsidiary or Subsidiaries of the Parent where:

(i)

all of the business, assets and shares of (or other interest in) those Subsidiaries

(ii)

the Agent has received evidence satisfactory to it (acting reasonably) that if any

Subsidiary involved was an Obligor prior to the relevant reorganisation:

(A)        either the surviving entity is an Obligor and that notwithstanding such

(B)        the surviving entity is not an Obligor and upon such amalgamation,

(iii)        such amalgamation, demerger, merger, or corporate reconstruction or reorganisation

Project Finance Indebtedness means:

(a)        any indebtedness incurred in relation to any asset for the purposes of financing the whole or

(b)

any indebtedness which would fall within paragraph (a) above but for the fact that:

(i)

part of that indebtedness is guaranteed by another member of the Group; or

(ii)        another member of the Group has agreed to make equity contributions and/or

subordinated loans to repay part of that indebtedness,

but only to the extent that the indebtedness is not so guaranteed or to be repaid; and

(c)

any other indebtedness which the Agent (acting on the instructions of the Majority Banks)

has agreed with the Parent should properly be regarded as Project Finance Indebtedness.

Rate Fixing Day means in relation to any period for which an interest rate is to be determined:

(a)        if the currency is U.S. Dollars, the second Business Day before the first day of an Interest

(b)

if the currency is Australian Dollars, the first day of an Interest Period for a Loan.

Reference Bank Quotation means any quotation supplied to the Agent by a Reference Bank.

Reference Bank Rate means:

(a)        in relation to LIBOR, the arithmetic mean of the rates (rounded upwards to four decimal

(b)

in relation to BBSY, the sum of:

(i)

the following rate:

(A)        the arithmetic mean of the rates (rounded upwards to four decimal places) as

(B)        (if there is no observable market rate for marketable parcels of Prime Bank

(ii)

0.05 per cent per annum.

Reference Banks means, subject to Clause 28.6 (Reference Banks):

(a)        in relation to LIBOR, the principal office in London of; and

(b)        in relation to BBSY, the principal office in Sydney of,

Restricted Party means a person that is:

(a)        listed on, or owned or controlled by a person listed on, or, to the knowledge of the Obligors,

acting on behalf of a person listed on, any Sanctions List; or

(b)        located, organised or resident in a country or territory which is the subject of Sanctions

Rollover Loan means one or more Loans made or to be made:

(a)        on the same date that a maturing Loan is due to be repaid;

(b)

the aggregate amount of which is equal to or less than the maturing Loan;

(c)

in the same currency as the maturing Loan; and

(d)        to the same Borrower for the purpose of refinancing a maturing Loan.

Sanctions means the sanctions administered or enforced by:

(a)

the United States government;

(b)        the United Nations;

(c)        the European Union or its Member States, including, without limitation, the United

Kingdom;

(d)

the Australian Commonwealth government;

(e)

the Canadian government; or

(f)

the respective governmental institutions and agencies of any of the foregoing, including,

(together the Sanctions Authorities).

Screen Rate means:

(a)        in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark

(b)        in relation to BBSY:

(i)

the Australian Bank Bill Swap Reference Rate (Bid) rate administered by ASX

(ii)

if the rate described in paragraph (i) above is not available, the sum of:

(A)        the Australian Bank Bill Swap Reference Rate administered by ASX

(B)

0.05 per cent per annum,

Screen Rate Replacement Event means, in relation to a Screen Rate:

(a)        the methodology, formula or other means of determining that Screen Rate has materially

changed;

(b)

(i)

(A)        the administrator of that Screen Rate or its supervisor publicly announces

that such administrator is insolvent; or

(B)        information is published in any order, decree, notice, petition or filing,

(ii)        the administrator of that Screen Rate publicly announces that it has ceased or will

(iii)

the supervisor of the administrator of that Screen Rate publicly announces that such

Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of that Screen Rate or its supervisor announces that that Screen

Rate may no longer be used; or

(c)        the administrator of that Screen Rate determines that that Screen Rate should be calculated

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion

of the Majority Banks and the Parent) temporary; or

(ii) that Screen Rate is calculated in accordance with any such policy or arrange      ment for

(d)        in the opinion of the Majority Banks and the Parent, that Screen Rate is otherwise no longer

appropriate for the purposes of calculating interest under this Agreement.

Separate Loans has the meaning given to that term in Clause 6 (Repayment).

(a)        the split of AngloGold South America Limited's, a wholly-owned subsidiary of the Parent,

(b)        the transfer of the Group's interest in the Iduapriem Mine to any other member of the Group

(other than to AngloGold Ashanti (Ghana) Limited).

Specified Time means a day or time determined in accordance with Schedule 11 (Timetables).

Subsidiary means any company or corporation:

(a)        which is controlled, directly or indirectly, by another company or corporation; or

(b)        more than half the issued share capital of which is beneficially owned, directly or indirectly,

by another company or corporation; or

(c)        which is a subsidiary of another subsidiary of another company or corporation,

Tanzanian Legislation means each of:

(a)

the Mandatory Mining (Minimum Shareholding & Public Offering) Regulation;

(b)

the Natural Wealth and Resources Contracts (Review and Re-Negotiation of Unconscionable

Terms) Act 2017;

(c)

the Natural Wealth and Resources Contracts (Permanent Sovereignty) Act 2017;

(d)

the Written Laws (Misc. Amendments) Act 2017;

or any future law or regulation introduced by the Government of Tanzania in relation thereto.

U.S. Dollars or U.S.$ means the lawful currency for the time being of the United States of America.

Write-down and Conversion Powers means:

(a)        in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from

(b)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued

(ii)

any similar or analogous powers under that Bail-In Legislation.

1.2 Construction

(a)

In this Agreement, unless the contrary intention appears, a reference to:

(i) an

amendment includes a supplement, novation or re-enactment and amended is to

be construed accordingly;

(ii)        assets includes present and future properties, revenues and rights of every

description;

(iii)        an authorisation includes an authorisation, consent, approval, resolution, licence,

exemption, filing, registration or notarisation;

(iv)       control means the power to direct the management and policies of an entity,

whether through the ownership of voting capital, by contract or otherwise;

(v)        know your customer requirements means the identification checks that a Finance

(vi) a

material adverse effect means:

(A)        a material adverse effect on the business or financial condition of the

Obligors taken together or the Group as a whole; or

(B)        a material adverse effect on the ability of any Obligor (taking into account

(vii)        a month is a reference to a period starting on one day in a calendar month and

(A)        if there is no numerically corresponding day in the month in which that

(B)        if an Interest Period commences on the last Business Day of a calendar

(viii)        a person includes any individual, company, partnership, association, government,

state, agency or other entity;

(ix)        a regulation includes any regulation, rule, official directive, request or guideline

(x)        tax means any tax, levy, impost, duty or other charge or withholding of a similar

(xi)

a Security Interest does not include an interest of the kind referred to in section

(xii)

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

(xiii)       a Clause, Subclause or a Schedule is a reference to a clause or subclause of or a

schedule to this Agreement;

(xiv)      a person includes its successors and assigns;

(xv)       a Finance Document or another document is a reference to that Finance Document

or other document as amended; and

(xvi)      a time of day is a reference to London time.

(b)        A Default (other than an Event of Default) is continuing if it has not been remedied or

waived and an Event of Default is continuing if it has not been remedied or waived.

(c)        Unless the contrary intention appears, a term used in any other Finance Document or in any

(d)        The index to and the headings in this Agreement are for convenience only and are to be

ignored in construing this Agreement.

(e)

(i)

Unless expressly provided to the contrary in a Finance Document, a person who is

(ii)        Notwithstanding any term of any Finance Document, the consent of any third party

(f)

Unless a contrary indication appears, any reference in any Finance Document to "Bank of

2. FACILITY

2.1 Facility

(a)        Subject to the terms of this Agreement, the Banks agree to make Loans to the Borrowers on

(b)

The aggregate amount of all outstanding Loans:

(i)

shall not at any time exceed the Total Commitments and;

(ii)        in respect of Loans in Australian Dollars only, shall not at any time exceed

A$500,000,000.

(c)

The aggregate amount of a Bank's participation in the Loans shall not at any time exceed its

Commitment at that time.

2.2 Increase

(a)

The Obligors' Agent may by giving prior notice to the Agent by no later than the date falling

20 Business Days after the effective date of a cancellation of:

(i)

the undrawn Commitments of a Defaulting Bank in accordance with Clause 7.6

(Right of cancellation in relation to a Defaulting Bank); or

(ii)        the Commitments of a Bank in accordance with Clause 7.1 (Change of control),

(iii)        the increased Commitments will be assumed by one or more Banks or other banks or

(iv)       each of the Obligors and any Increase Bank shall assume obligations towards one

(v)        each Increase Bank shall become a Party as a Bank and any Increase Bank and each

(vi)        the Commitments of the other Banks shall continue in full force and effect; and

(vii)       any increase in the Total Commitments shall take effect on the date specified by the

(b)

An increase in the Total Commitments will only be effective on:

(i)        the execution by the Agent of an Increase Confirmation from the relevant Increase

Bank; and

(ii)        in relation to an Increase Bank which is not a Bank immediately prior to the relevant

(c)        Each Increase Bank, by executing the Increase Confirmation, confirms that the Agent has

(d)        The Increase Bank shall, on the date upon which it assumes the increased Commitment, pay

(e)        Paragraphs (f) to (h) (inclusive) of Clause 28.2 (Transfers by Banks) shall apply mutatis

mutandis in this Clause 2.2 in relation to an Increase Bank as if references in that Clause to:

(i)

an Existing Bank were references to all the Banks immediately prior to the relevant

increase;

(ii)

the New Bank were references to that Increase Bank; and

(iii)

a re-transfer were references to a transfer.

Nature of a Finance Party's rights and obligations

(a)        The obligations of a Finance Party under the Finance Documents are several. Failure of a

(b)        The rights of each Finance Party under or in connection with the Finance Documents are

(c)        A Finance Party may, except as specifically provided in the Finance Documents, separately

enforce its rights under or in connection with the Finance Documents

Nature of a Borrower's obligations

(a)        Each Obligor appoints the Obligors' Agent to act as agent on its behalf in connection with

(b)        The Obligors' Agent is authorised and instructed by each Obligor to give and receive all

3.         PURPOSE

PRECEDENT

Documentary conditions precedent

(a)        the Repeating Representations are correct in all material respects; and

(b)        in the case of a Rollover Loan, no Event of Default is continuing or would result from the

(c)        the making of the relevant Loan would not cause Clause 2.1 (Facility) to be contravened.

5.         DRAWDOWN

Availability Period

A Request will not be regarded as having been duly completed unless:

(a)

it specifies the Borrower;

(b)

the Drawdown Date is a Business Day falling during the Commitment Period;

(c)

the currency specified must be the Base Currency or Australian Dollars;

(d)        the amount of the proposed Loan is:

(i)

if the currency selected is the Base Currency, a minimum of U.S.$10,000,000 and an

(ii)        if the currency selected is Australian Dollars, a minimum of A$10,000,000 and an

(iii)

such other amount as the Agent may agree;

(e)        the Interest Period selected complies with Clause 8 (Interest Periods); and

(f)        the payment instructions comply with Clause 10 (Payments).

Advance of Loan

(a)        The Agent shall promptly notify each Bank (with a copy to the Parent) by the Specified

(b)        Subject to the terms of this Agreement, each Bank shall make its participation in the Loan

available to the Agent for the relevant Borrower on the relevant Drawdown Date.

(c)        The amount of each Bank's participation in the Loan will be the proportion of the Loan

which its Commitment bears to the Total Commitments on the proposed Drawdown Date.

6. REPAYMENT

(a)        Subject to paragraph (e) below, the Borrowers shall repay each Loan in full on its Maturity

Date.

(b)        Subject to the terms of this Agreement, amounts so repaid may be re-borrowed.

(c)        Without prejudice to the Borrowers' obligation to repay the full amount of each Loan on its

Maturity Date, if one or more Loans are made available to a Borrower:

(i)

on the same day that a maturing Loan is due to be repaid by that Borrower;

(ii)

in the same currency as the maturing Loan; and

(iii)

in whole or in part for the purpose of financing the maturing Loan,

then:

(A)

if the amount of the maturing Loan exceeds the aggregate amount of the new Loan(s):

I.

the relevant Borrower will only be required to pay an amount in cash in the relevant

currency equal to that excess; and

II.

each Bank's share (if any) in the new Loans will be treated as having been made

(B)

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new

Loan(s):

I.

the relevant Borrower will not be required to make any payment in cash; and

II.

each Bank will be required to make its share in the new Loan(s) available in cash

(d)

No Loan may be outstanding after the Final Maturity Date.

(e)        At any time when a Bank becomes a Defaulting Bank, the maturity date of each of the

(f)

A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving five

(g)        Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by

(h)        The terms of this Agreement relating to Loans generally shall continue to apply to Separate

CANCELLATION

(a)        If any person, or group of persons acting in concert, becomes, directly or indirectly, the

beneficial owner of more than 50 per cent. of the issued share capital of:

(i)

(A)

prior to the date of the establishment of the first Successor Parent Holding

Company or an AGAH Listing, AGAL; or

(B)

on and from the date of the establishment of the first Successor Parent

Holding Company, that Successor Parent Holding Company; or

(C)

on and from the date of an AGAH Listing, the Parent,

(ii)

the Parent shall promptly notify the Agent upon becoming aware of that event;

(iii)

a Bank shall not be obliged to fund a Loan (except for a Rollover Loan); and

(iv)        if a Bank so requires and notifies the Agent within 30 days of the Parent notifying

(b)        For the purpose of paragraph (a) above, acting in concert means, a group of persons who,

Voluntary prepayment

Automatic cancellation

Voluntary cancellation

(a)        The Obligors' Agent may, by giving not less than five Business Days' prior written notice to

(b)        Any cancellation in part shall be applied against the available but undrawn Commitment of

each Bank pro rata.

Additional right of replacement or prepayment and cancellation

(a)        If:

(i)

an Obligor is required to pay to a Bank any additional amounts under Clause 11

(Taxes); or

(ii)

an Obligor is required to pay to a Bank any amount under Clause 14 (Increased

Costs); or

(iii)

interest on a Bank's participation in a Loan is being calculated in accordance with

Clause 13.4 (Alternative basis of interest or funding),

(A)

give a notice of prepayment and cancellation to that Bank through the

Agent; or

(B)

give the Agent notice of its intention to replace that Bank in accordance

with paragraph (c) below.

(b)        On the date falling five Business Days after the date on which a notice is given under

paragraph (a)(A) above:

(i)

each Borrower shall prepay the relevant Bank's participation in all the Loans; and

(ii)

the Commitment of the relevant Bank shall be cancelled.

(c)        The Obligors' Agent may, in the circumstances set out in paragraph (a) above, on five

(d)       The replacement of a Bank pursuant to paragraph (c) above shall be subject to the following

conditions:

(i)

the Obligors' Agent shall have no right to replace the Agent;

(ii)

neither the Agent nor any Bank shall have any obligation to find a replacement

Bank;

(iii)        in no event shall the Bank replaced under paragraph (c) above be required to pay or

surrender any of the fees received by such Bank pursuant to the Finance Documents; and

(iv)        the Bank shall only be obliged to transfer its rights and obligations pursuant to paragraph (c)

(e)        A Bank shall perform the checks described in paragraph (d)(iv) above as soon as reasonably

Right of cancellation in relation to a Defaulting Bank

(a)        If any Bank becomes a Defaulting Bank, the Obligors' Agent may, at any time whilst the

(b)        On the notice referred to in paragraph (a) above becoming effective, the undrawn

Commitment of the Defaulting Bank shall immediately be reduced to zero.

(c)        The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a)

above, notify all the Banks.

(a)        Any notice of prepayment and/or cancellation under this Agreement is irrevocable. The

Agent shall notify the Banks promptly of receipt of any such notice.

(b)        All prepayments under this Agreement shall be made together with accrued interest on the

(c)        No prepayment or cancellation is permitted except in accordance with the express terms of

this Agreement.

(d)        No amount of the Total Commitments cancelled under this Agreement may subsequently be

reinstated.

(e)        Subject to the terms of this Agreement, any amounts prepaid under Clause 7.2 (Voluntary

INTEREST PERIODS

8.1       Selection

(a)        Each Loan has one Interest Period only. The Obligors' Agent shall select an Interest Period

for a Loan in the relevant Request.

(b)        Subject to the following provisions of this Clause 8, each Interest Period will be one, three

Coincidence with the Final Maturity Date

Other adjustments

8.5       Notification

9.         INTEREST

rate

(a)        Margin; and

(b)        LIBOR or, in relation to any Loan in Australian Dollars, BBSY.

Due dates

Margin adjustments

(a)        In this Clause 9.3:

(b)        The initial Margin is 1.45 per cent. per annum.

(c)        Subject to the other provisions of this Clause 9.3, with effect from the date falling six

Long-term debt rating of the Parent

Margin

(per cent. per annum)

Moody's                     S&P

Baa1 or above

BBB+ or above

0.90

Baa2 BBB

1.05

Baa3 BBB-

1.25

Ba1 BB+

1.65

Ba2 or below

BB or below

2.15

(d)

Any change in the Margin will, subject to paragraph (h) below:

(i)

apply to each Loan made, or (if outstanding) from the start of its next Interest Period

(ii)        for the purposes of the calculating the commitment fee payable in accordance with

(e)        The Obligors' Agent must notify the Agent of any change in, or withdrawal of, the long-term

(f)

If the long-term debt ratings given to the Parent by the Rating Agencies is such that a

(g)        If a long-term debt rating is given to the Parent by only one Rating Agency, the Margin will

be the applicable rate as set out in the table in paragraph (c) above.

(h)

For so long as:

(i)

the Obligors' Agent is in default of its obligations under this Agreement to notify the

(ii)

the Parent does not have a long-term debt rating from any Rating Agency; or

(iii)

an Event of Default is continuing,

the Margin will be the highest applicable rate, being 2.15 per cent. per annum.

Default interest

(a)        If an Obligor fails to pay any amount payable by it under the Finance Documents when due,

(i)

the rate on the overdue amount under Clause 9.1 (Interest rate) immediately before

the due date (if of principal); and

(ii)        the rate which would have been payable if the overdue amount had, during the

(b)        The default rate will be determined by the Agent on each Business Day or the first day of, or

(c)        If the Agent determines that deposits in the currency of the overdue amount are not at the

(d)        Default interest will be compounded at the end of each Designated Interest Period.

Notification of rates of interest

10.       PAYMENTS

10.1       Place

10.2       Funds

10.3       Distribution

(a)        Each payment received by the Agent under the Finance Documents for another Party shall,

(b)        The Agent may apply any amount received by it for an Obligor in or towards payment (on

(c)        Where a sum is to be paid to the Agent under the Finance Documents for another Party, the

10.4       Currency

(a)        Unless a Finance Document specifies that payments under it are to be made in a different

(b)        Interest is payable in the currency in which the relevant amount in respect of which it is

payable is denominated.

(c)        Amounts payable in respect of taxes, fees, costs and expenses are payable in the currency in

which they are incurred.

(d)        A repayment or prepayment of any principal amount is payable in the currency in which that

principal amount is denominated on its due date.

(e)        Any other amount payable under the Finance Documents is, except as otherwise provided in

this Agreement, payable in the Base Currency.

(a)

If any amount payable under the Finance Documents is due on a day which is not a Business

Day, the due date for that payment shall instead be the next Business Day.

(b)        During any extension of the due date for payment of any principal under this Agreement

interest is payable on that principal at the rate payable on the original due date.

(a)        If the Agent receives a payment insufficient to discharge all the amounts then due and

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the

Agent under the Finance Documents;

(ii)

secondly, in or towards payment pro rata of any accrued interest due but unpaid

under this Agreement;

(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid under this

Agreement; and

(iv)

fourthly, in or towards payment pro rata of any other sum due but unpaid under the

Finance Documents.

(b)

The Agent shall, if so directed by all the Banks, vary the order set out in subparagraphs

(a)(ii) to (iv) above.

(c)

Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

(a)        If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Bank which is

(b)        If it is not practical to pay that amount direct, the Party making the payment (the Paying

(c)        All interest accrued on the amount standing to the credit of the trust account shall be for the

benefit of the Recipient Parties pro rata to their respective entitlements.

(d)        A Party which has made a payment in accordance with this Clause 10.8 shall be discharged

(e)        If a Paying Party makes a payment into a trust account in accordance with paragraph (b)

(f)

Promptly upon the appointment of a successor Agent in accordance with Clause 21.15

11.        TAXES

11.1       Gross-up

(a)        Each Obligor shall make all payments to be made by it under the Finance Documents

without any Tax Deduction, unless a Tax Deduction is required by law.

(b)        An Obligor shall promptly upon becoming aware that it must make a Tax Deduction (or that

(c)        If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment

(d)      

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction

ccount of:

(i)

(ii)

Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(A)        the payment could have been made to the relevant Bank without a Tax

(B)        the relevant Bank is a Treaty Bank and the payment could have been made

(e)        If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax

(f)

Within thirty days of making either a Tax Deduction or any payment required in connection

(g)

(i)

Subject to paragraph (ii) below, a Treaty Bank and each Obligor which makes a

(ii)

(A)        A Treaty Bank which is an Original Bank and that holds a passport under

(B)        a Treaty Bank which is not an Original Bank and that holds a passport under

and, having done so, that Bank shall be under no obligation pursuant to paragraph (i) above.

(h)        If a Bank has confirmed its scheme reference number and its jurisdiction of tax residence in

accordance with paragraph (g)(ii) above and:

(i)

a Borrower making a payment to that Bank has not made a Borrower DTTP Filing

in respect of that Bank; or

(ii)

a Borrower making a payment to that Bank has made a Borrower DTTP Filing in

respect of that Bank but:

(A)

that Borrower DTTP Filing has been rejected by HM Revenue & Customs;

or

(B)        HM Revenue & Customs has not given the Borrower authority to make

(i)

If a Bank has not confirmed its scheme reference number and jurisdiction of tax residence in

(j)        A Borrower shall, promptly upon making a Borrower DTTP Filing, deliver a copy of that

Borrower DTTP Filing to the Agent for delivery to the relevant Bank.

Tax indemnity

Each Obligor shall:

(a)        pay when due all Taxes required by law to be deducted or withheld by it from any amounts

paid or payable under the Finance Documents;

(b)        as soon as is reasonably practicable after receipt, deliver to the Agent for the relevant Bank

(c)        except as provided in Clause 11.5 (FATCA Deduction) below, within five Business Days of

Credits

FATCA Information

(a)        Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable

request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)        supply to that other Party such forms, documentation and other information relating

(iii)        supply to that other Party such forms, documentation and other information relating

(b)        If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA

(c)        Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii)

(i)

any law or regulation;

(ii)

any fiduciary

duty;

or

(iii)

any duty

of

confidentiality.

(d)        If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms,

(a)        Each Party may make any FATCA Deduction it is required by FATCA to make, and any

(b)        Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or

Bank status confirmation

(a)        Each Bank which is not an Original Bank shall indicate, in the documentation which it

(i)

not a Qualifying Bank;

(ii)

a Qualifying Bank (other than a Treaty Bank); or

(iii)

a Treaty Bank.

(b)        If such a Bank fails to indicate its status in accordance with this Clause 11.6 then that Bank

(c)        Each Bank which is an Original Bank confirms that it is a Qualifying Bank as at the date it

enters into this Agreement.

11.7        Definitions

(a)

In this Agreement:

(i)

where it relates to a Treaty Bank that is an Original Bank, contains the scheme reference

(ii)        where it relates to a Treaty Bank that is not an Original Bank, contains the scheme reference

CTA means the Corporation Tax Act 2009.

HMRC means HM Revenue & Customs.

ITA means the Income Tax Act 2007.

Qualifying Bank means:

(i)

a Bank which is beneficially entitled to interest payable to that Bank in respect of an advance

under a Finance Document and is:

(A)

a Bank;

I.

which is a bank (as defined for the purpose of section 879 of the ITA)

II.

in respect of an advance made under a Finance Document by a person that

III.         

a Treaty Bank; or

(B)

a Bank which is a building society (as defined for the purpose of section 880 of the

ITA) making an advance under a Finance Document.

Treaty Bank means a Bank which:

(i)        is treated as a resident of a Treaty State for the purposes of the Treaty;

(ii)        does not carry on a business in the United Kingdom through a permanent establishment with

which that Bank's participation in the Loan is effectively connected; and

(iii)        meets all other conditions in the Treaty for full exemption from United Kingdom taxation on

(b)        Unless a contrary indication appears, in this Clause 11 a reference to "determines" or

OFFER

Coordinators’ undertakings, representations and warranties

(a)        Each Coordinator undertakes, represents and warrants to AGAA that on behalf of AGAA it

(b)        At least ten of the parties to whom the Coordinators have made invitations referred to in

(c)        No Coordinator has made and no Coordinator will make offers or invitations referred to in

12.4       Information

Co-operation if Section 128F requirements not satisfied

(a)        where a Finance Party breached Clause 12.1 (Coordinators’ undertakings, representations

(b)        in all other cases, at the cost of AGAA.

MARKET DISRUPTION

(a)        Interpolated Screen Rate: If no Screen Rate is available for LIBOR or BBSY (as applicable)

(b)        Shortened Interest Period: If no Screen Rate is available for LIBOR or BBSY (as

applicable) for:

(i)        the currency of a Loan; or

(ii)        the Interest Period of a Loan and it is not possible to calculate the Interpolated

Screen Rate,

(c)        Shortened Interest Period and Historic Screen Rate: If, after giving effect to paragraph (b)

above, no Screen Rate is available for LIBOR or BBSY (as applicable) for:

(i)

the currency of that Loan; or

(ii)        the Interest Period of a Loan and it is not possible to calculate the Interpolated

Screen Rate,

(d)        Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above

(e)        Reference Bank Rate: If paragraph (d) above applies but it is not possible to calculate the

(f)

Cost of funds: If paragraph (e) above applies but no Reference Bank Rate is available for the

Absence of quotations

If:

(a)        LIBOR or BBSY (as applicable) is to be determined by reference to the Reference Banks but

(b)        the Agent receives notification by close of business on the Rate Fixing Day from a Bank or

Banks whose participations in a Loan exceed 35 per cent. of that Loan that:

(i)

matching deposits will not be available to them in the London or Australian

(ii)        the cost to them of funding their participations in that Loan for the relevant Interest

Alternative basis of interest or funding

(a)        After any notification under Clause 13.3 (Market disruption), any Loan not yet drawn will be

(i) Margin;

and

(ii) the cost of each Bank of funding, from whatever sources it may reasonably select, its

participation in the Loan during the relevant Interest Period.

(b)        If the operation of paragraph (a) above results in three consecutive Interest Periods of five

(c)        Any alternative basis agreed to pursuant to paragraph (b) above shall, with the prior consent

of all the Banks and the Obligors' Agent, be binding on all parties.

(d)        If any Bank fails to respond to a request for an amendment or waiver described in

(i)

its Commitments shall not be included for the purpose of calculating the Total

(ii)        its status as a Bank shall be disregarded for the purpose of ascertaining whether the

Replacement of Screen Rate

(a)        Subject to Clause 27.2 (Exceptions), if a Screen Rate Replacement Event has occurred in

(i)

providing for the use of a Replacement Benchmark in relation to that currency in

place of (or in addition to) the affected Screen Rate; and

(ii)

(A)

aligning any provision of any Finance Document to the use of that

Replacement Benchmark;

(B)        enabling that Replacement Benchmark to be used for the calculation of

(C)        implementing market conventions applicable to that Replacement

Benchmark;

(D)        providing for appropriate fallback (and market disruption) provisions for

that Replacement Benchmark; or

(E)        adjusting the pricing to reduce or eliminate, to the extent reasonably

(b)        If any Bank fails to respond to a request for an amendment or waiver described in paragraph

(i)

its Commitments shall not be included for the purpose of calculating the Total

(ii)        its status as a Bank shall be disregarded for the purpose of ascertaining whether the

Replacement Benchmark means a benchmark rate which is:

(a)        formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i)

the administrator of that Screen Rate (provided that the market or economic reality

(ii)        any Relevant Nominating Body,

(b)        in the opinion of the Majority Banks and the Parent, generally accepted in the international

(c)        in the opinion of the Majority Banks and the Parent, an appropriate successor to a Screen

Rate.

(a) Subject to Clause 14.2 (Exceptions), the Borrowers shall within five Business Days of

(i)

the introduction of, or any change in, or any change in the interpretation or

application of, any law or regulation;

(ii)        compliance with any regulation made after the date of this Agreement; or

(iii) the implementation or application of or compliance with Basel III or CRD IV or any

(b)

In this Agreement:

Basel III means:

(A)        the global regulatory framework on bank capital and liquidity contained in

(B)        the rules for global systemically important banks contained in "Global

(C)        any other documents published by the Basel Committee in relation to "Basel

III".

CRD IV means (A) Regulation (EU) No 575/2013 of the European Parliament and of the

increased cost means:

(i)

an additional cost incurred by a Finance Party or any of its Affiliates as a result of it

(ii)        that portion of an additional cost incurred by a Finance Party or any of its Affiliates

(iii)        a reduction in any amount payable to a Finance Party or any of its Affiliates or the

(iv)        the amount of any payment made by a Finance Party or any of its Affiliates, or the

14.2       Exceptions

Clause 14.1 (Increased costs) does not apply to any increased cost:

(a)

attributable to a Tax Deduction required by law to be made by an Obligor;

(b)

compensated for by Clause 11.2 (Tax indemnity);

(c)        attributable to any change in the rate of, or change in the basis of calculating, tax on the

(d)        attributable to a FATCA Deduction required to be made by a Party;

(e)        incurred solely by reason of the negligence, breach or wilful default of the Finance Party

concerned; or

(f)

attributable to the implementation or application of, or compliance with, the "International

14.3       Notice

15.       ILLEGALITY

(a)        that Bank may notify the Obligors' Agent through the Agent accordingly; and

(b)

(i)

(ii)

Date of the relevant Loan; and

the Commitment of that Bank shall be cancelled.

16. MITIGATION

16.1 Mitigation

(a)        an Obligor being required to pay to or for the account of a Bank any additional amounts

pursuant to Clause 11.1 (Gross-up) or 14.1 (Increased costs); or

(b)        an Obligor being obliged to prepay that Bank's participation in all the Loans and that Bank's

Commitment being cancelled under Clause 15 (Illegality),

17.       GUARANTEE

17.1       Guarantee

(a)        Each Guarantor jointly and severally and irrevocably and unconditionally:

(i)

as principal obligor guarantees to each Finance Party prompt performance by each

other Obligor of all their obligations under the Finance Documents;

(ii)        undertakes with each Finance Party that whenever an Obligor (other than itself) does

(iii)        as an independent and primary obligation, indemnifies each Finance Party on

(b)        In no circumstances will the aggregate liability of the Guarantors to the Finance Parties

17.3       Reinstatement

(a)        Where any discharge (whether in respect of the obligations of each Obligor or any security

(b)        Each Finance Party may concede or compromise any claim that any payment, security or

other disposition is liable to avoidance or restoration.

(a)

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

(b)

any release of any person under the terms of any composition or arrangement;

(c)        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;

(d)        the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to

(e)        any incapacity or lack of powers, authority or legal personality of or dissolution or change in

the members or status of any Obligor or any other person;

(f)

any variation (however fundamental) or replacement of a Finance Document or any other

(g)        any unenforceability, illegality or invalidity of any obligation of any person under any

(h)        any postponement, discharge, reduction, non-provability or other similar circumstance

17.6       Appropriations

(a)        refrain from applying or enforcing any other moneys, security or rights held or received by

(b)        hold in a suspense account any moneys received from any Guarantor or on account of that

Guarantor's liability under this Clause 17, bearing interest at an appropriate rate.

17.7       Non-competition

(a)        be subrogated to any rights, security or moneys held, received or receivable by any Finance

(b)        claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with any

Finance Party (or any trustee or agent on its behalf); or

(c)        receive, claim or have the benefit of any payment, distribution or security from or on

account of any Obligor, or exercise any right of set-off as against any Obligor,

WARRANTIES

18.2 Status

(a)        It is:

(i)

in the case of the Parent, a company limited by shares, duly incorporated and of

good standing and validly existing under the laws of the Isle of Man; and

(ii)

in the case of AGAA, a corporation duly incorporated and validly existing under the

Australian Corporations Act 2001 (Cth); and

(b)

the Obligors and the Material Subsidiaries have the power to own their assets and carry on

their business as it is being conducted.

18.5       Authorisations

18.9       Immunity

(a)        The execution by each Obligor of each Finance Document constitutes, and its exercise of its

(b)        no Obligor will be entitled to claim immunity from suit, execution, attachment or other legal

(a)       Each Obligor's:

(i)

irrevocable submission under Clause 38 (Jurisdiction) to the jurisdiction of the

courts of England;

(ii)

agreement that this Agreement is governed by English law; and

(iii)

agreement not to claim any immunity to which it or its assets may be entitled,

are legal, valid and binding under the laws of the jurisdiction of its incorporation; and

(b)        any judgment obtained in England will be recognised and be enforceable by the courts of

18.11       Non-conflict

(a)

any law or regulation or judicial or official order; or

(b)       its constitutional documents; or

(c)        any document which is binding upon any member of the Group or any asset of any member

of the Group,

and which is material in the context of this Agreement.

(a)

No Default is continuing or would result from the making of any Loan; and

(b)        no other event is outstanding which constitutes (or with the giving of notice, lapse of time,

18.13       Litigation

18.14       Accounts

(a)        As at the date of this Agreement the audited consolidated accounts of AGAL and its

(i)

have been prepared in accordance with IAS consistently applied; and

(ii)

fairly represent the consolidated financial condition of AGAL as at the date to which

they were drawn up.

(b)        The audited consolidated accounts of the Group most recently delivered to the Agent

(beginning with such accounts delivered in respect of the period ending 31 December 2018):

(i)

have been prepared in accordance with IAS consistently applied; and

(ii)

fairly represent the consolidated financial condition of the Group as at the date to

which they were drawn up.

(c)        As at the date of this Agreement, there has been no material adverse change in the business,

(d)        In the case of the Parent, its unaudited consolidated accounts most recently delivered to the

(a)        The Parent has documented and adopted a corporate environmental policy for the Group

(b) there is no Environmental Claim pending or to its knowledge threatened, and it is       not aware

18.17        Economic Sanctions, Anti-Money Laundering and Anti-Bribery

(a)        In this Clause 18.17:

Money Laundering Laws means all applicable anti-money laundering laws.

(b)        No Obligor or other member of the Group, nor, to the knowledge of the Obligors, any of

their respective Affiliates:

(i)

is a Restricted Party;

(ii)

is in breach of any Sanctions;

(iii)       to the knowledge of the Obligors after due inquiry, has conducted or is conducting

(iv)        has received written notice of or is aware of any claim, action, suit, proceeding or

investigation against it with respect to Sanctions by any Sanctions Authority.

(c)        The operations of each Obligor and other member of the Group are in all material respects in

(d)        Each Obligor and each other member of the Group and, to the knowledge of the Obligors,

(e)        None of the Obligors, any of their Affiliates or, to the knowledge of the Borrowers, any

(i)

used any corporate funds for any unlawful contribution, gift, entertainment or other

unlawful expense relating to political activity;

(ii)        made any direct or indirect unlawful payment to any foreign or domestic

government official or employee from corporate funds; or

(iii)        made any bribe, rebate, payoff, influence payment, kickback or other unlawful

(f)

The representations made under paragraphs (b) to (e) above shall not be made to the extent

18.18 Times for making representations and warranties

(a)

The representations and warranties set out in this Clause 18 are made on the date of this

Agreement.

(b)

The Repeating Representations are deemed to be repeated by each Obligor on:

(i)

the date of each Request;

(ii)

each Drawdown Date,

in each case with reference to the facts and circumstances then existing.

(c)        When a representation in Clause 18.12(a) (No Default) is repeated on a Request for a

19.       UNDERTAKINGS

19.1       Duration

The Parent shall supply to the Agent in sufficient copies for all the Banks:

(a)        beginning with the financial year ending 31 December 2018 and as soon as the same are

available (and in any event within 120 days of the end of each of its financial years);

(i)

the audited consolidated accounts of the Group for that financial year; and

(ii)

the audited consolidated accounts of AGAA for that financial year; and

(b)        beginning with the financial half year ending 30 June 2019 and as soon as the same are

(i)

the unaudited consolidated accounts of the Group for that financial half year; and

(ii)

the unaudited consolidated accounts for AGAA for that financial half year.

(a)        all documents despatched by the Parent to its creditors (or any class of them) or, following

(b)        as soon as is reasonably practicable upon becoming aware of them, details of any litigation,

(c)        promptly upon becoming aware of them, the details of any judgment or order of a court,

(d)        as soon as is reasonably practicable, such further information in the possession or control of

(a)

Each Obligor shall supply to the Agent:

(i)

together with its most recent accounts specified in Clause 19.2 (Financial

information); and

(ii)        promptly at any other time, if the Agent (acting on the instructions of the Majority

Banks (acting reasonably)) requests,

(b)

The Parent shall supply to the Agent, together with the most recent Group accounts specified

in Clause 19.2 (Financial information):

(i)        at the end of each financial year, a certificate from its auditors; and

(ii)

at the end of each half-year of each financial year, a certificate signed by two of its

directors,

Use of websites

(a)

Except as provided below, the Obligors' Agent may deliver any information under this

Agreement to a Bank by posting it on to an electronic website if:

(i)

the Agent and the Bank agree;

(ii)        the Obligors' Agent and the Agent designate an electronic website for this purpose;

(iii)

the Obligors' Agent notifies the Agent of the address of and password for the

website; and

(iv)        the information posted is in a format agreed between the Obligors' Agent and the

Agent.

The Agent must supply each relevant Bank with the address of and password for the website.

(b)

Notwithstanding the above, the Obligors' Agent must supply to the Agent in paper form a

copy of any information posted on the website together with sufficient copies for:

(i)

any Bank not agreeing to receive information via the website; and

(ii)        within ten Business Days of request any other Bank, if that Bank so requests.

(c)        The Obligors' Agent must, promptly upon becoming aware of its occurrence, notify the

Agent if:

(i)

the website cannot be accessed;

(ii)        the website or any information on the website is infected by any electronic virus or

similar software;

(iii)

the password for the website is changed; or

(iv)        any information to be supplied under this Agreement is posted on the website or

amended after being posted.

19.7       Authorisations

Each Obligor shall:

(a)        promptly obtain, maintain and comply with the terms of; and

(b)        as soon as is reasonably practicable, supply certified copies to the Agent of,

(a)

No Obligor shall, and the Parent shall procure that no other member of the Group will, create

or permit to subsist any Security Interest on any of its assets.

(b)        Paragraph (a) above does not apply to:

(i)

any lien arising by operation of law in the ordinary course of business and securing

amounts not more than 60 days overdue;

(ii)

any Security Interest listed in Schedule 9 (Existing Security) which secures

Financial Indebtedness outstanding at the date of this Agreement;

(iii)        any Security Interest created on an undertaking or asset of a member of the Group in

(iv)        any Security Interest over an asset in relation to which Project Finance Indebtedness

has been incurred to secure that Project Finance Indebtedness;

(v)        any Security Interest arising in relation to set-off arrangements between cash

(vi)        any Security Interest existing at the time of acquisition on or over any asset acquired

(vii)        in the case of any company which becomes a member of the Group after the date of

(A)        the principal amount secured by such Security Interest and outstanding

when the relevant company became a member of the Group is not increased;

(B)        no amount is secured by any such Security Interest which is not secured by

(C)

the Security Interest is discharged within six months;

(viii)        any Security Interest replacing any of the Security Interests permitted by

(ix)        any Security Interest in respect of any margin or collateral delivered or otherwise

provided in connection with metal transactions; and

(x)        any other Security Interest or transaction that would otherwise be prohibited by

19.10 Transactions similar to security

(a)

sell, transfer or otherwise dispose of any of its assets on terms whereby it is or may be leased

to or re-acquired or acquired by a member of the Group or any of its related entities; or

(b)        sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the

discounting of bills or notes in the ordinary course of trading,

19.11       Disposals

(a)        No Obligor shall, and the Parent shall procure that no other Material Subsidiary will, either

(b)

Paragraph (a) above does not apply to:

(i)

disposals made in the ordinary course of business of the disposing entity on arm's

length terms;

(ii)        disposals of assets in exchange for other assets comparable or superior as to type,

value and quality;

(iii)

disposals constituting part of any Permitted Reorganisation;

(iv)

disposals of cash made in the ordinary course of business of the Group;

(v)

disposals to shareholders by way of distribution or dividend payment; and

(vi)        any other disposal of assets where the book value of the assets disposed of, when

(a)        No Obligor shall enter into any amalgamation, demerger, merger or reconstruction other

than a Permitted Reorganisation.

(b)

(i)

No Obligor shall, and the Parent shall procure that no other member of the Group

will, acquire any assets or business or make any investment.

(ii)

Subparagraph (i) above shall not apply to:

(A)        any acquisition of assets or business or any investment made, in each case,

I.

U.S.$750,000,000, provided that such amount is funded directly by,

or out of the proceeds of, an issue of shares in the Parent; and

II.

when aggregated with the aggregate amount of the consideration for

(B)

any acquisition made in the ordinary course of business of the acquiring

entity;

(C)

any investment in the ordinary course of business of the Group of cash

whose disposal is permitted under Clause 19.11(b)(iv) (Disposals); and

(D)

any acquisition constituting part of any Permitted Reorganisation.

19.14    Insurance

Each Obligor shall, and the Parent shall procure that each Obligor and each Material Subsidiary will:

(a)        do all such things as are necessary to maintain its corporate existence; and

(b)        ensure that it has the right and is duly qualified to conduct its business, in all material

respects, as it is conducted in all applicable jurisdictions.

19.16   Compliance with laws

Each Obligor shall, and the Parent shall procure that each member of the Group will:

(a)        comply with all Environmental Laws and maintain and comply with the terms and

(b)        promptly notify the Agent of any breach of any Environmental Laws which has, or would be

reasonably likely to have, a material adverse effect;

(c)        not cause, or exacerbate any condition resulting from, a release of any hazardous, toxic,

(d)        promptly upon the receipt of the same, notify the Agent of any claim, notice or other

communications served on it in respect of:

(i)

any modification, suspension or revocation of any Environmental Permit applicable

to it; or

(ii)        any alleged breach of any Environmental Laws,

which has, or would be reasonably likely to have, a material adverse effect.

(a)

In this Clause 19.18:

(i)

to reverse entries made in order to comply with IAS 37 and IFRS 9 or their

(ii)        to reverse entries made for fair value adjustments relating to the option component

of the Convertible Bonds;

(iii)        to reverse entries made for the translation gains and losses on monetary items in

accordance with accounting standard IAS 21 or its successor standard;

(iv)        to reverse entries made following the early delivery or early unwinding and

(v)        for exceptional items resulting from the sale or any impairment or revaluation of

mining assets or the restructuring of mining operations.

(i)

the outstanding principal amount of any moneys borrowed by any company and any

outstanding overdraft debit balance of such company;

(ii)        the outstanding principal amount of any debenture, bond, note, loan stock or other

(iii)        the outstanding principal amount of any acceptance under any acceptance credit

opened by a bank or other financial institution in favour of any company;

(iv)        the outstanding principal amount of all moneys owing to a company in connection

(v)        the outstanding principal amount of any indebtedness of any company arising from

(vi)        the capitalised element of indebtedness of any company in respect of a lease entered

into primarily as a method of raising finance or financing the acquisition of the asset

(vii)        any fixed or minimum premium payable on the repayment or redemption of any

instrument referred to in subparagraph (ii) above; and

(viii)        the outstanding principal amount of any indebtedness of any person of a type

less the aggregate amount of all Cash and Cash Equivalent Investments.

(b)        All terms used in this Clause 19.18 which are not otherwise defined are to be interpreted in

accordance with the International Financial Reporting Standards as at 31 December 2017.

(c)        All terms used in this Clause 19.18 are to be calculated in accordance with the accounting

(d)        If there is a dispute as to any interpretation of or computation for paragraph (a) above, the

interpretation or computation of independent auditors approved by the Agent prevails.

(e)        The financial ratio specified in paragraph (f) below shall be tested as at the last day of each

(f)

Subject to paragraph (g) below, the Parent shall ensure that Leverage as at each Test Date

does not at any time exceed 3.5:1.

(g)        In relation to one Test Date only during the life of the Facility (the Covenant Step-Up Test

(i)

on and from the Covenant Step-Up Start Date, no Loan (other than a Rollover Loan)

(ii)        the Borrowers pay to the Agent, for the account of the Banks as at the Covenant

(h)        If, at the next Test Date immediately following the Covenant Step-Up Test Date, Leverage

exceeds 3.5:1, an Event of Default shall immediately occur.

19.19       Know your customer requirements

(a)       If:

(i)

the introduction of or any change in (or in the interpretation, administration or

application of) any law or regulation made after the date of this Agreement;

(ii)        any change in the status of an Obligor (or of a holding company of an Obligor) after

the date of this Agreement; or

(iii)        a proposed assignment or transfer by a Bank of any of its rights and obligations

(b)        Each Bank must promptly on the request of the Agent supply to the Agent any

(a)           The Obligors shall not (and shall ensure that no other member of the Group shall), directly

(i)

to the knowledge of the Obligors after due and careful inquiry, involving or for the

benefit of any Restricted Party; or

(ii)

in any other manner that would result in any Obligor or any Bank being in breach of

any applicable Sanctions.

(b)        The undertakings in paragraph (a) above shall not apply to the extent that they would result

19.21       Redomiciliation

(a)        the Group remains in compliance with Clause 19.18 (Financial covenant); and

(b)        each member of the Group (other than AngloGold Ashanti (Ghana) Limited, to the extent

(a)        the Group remains in compliance with Clause 19.18 (Financial covenant); and

(b)        each member of the Group (other than Samax Resources Limited and Geita Gold Mining

20.         DEFAULT

20.2       Non-payment

The Parent does not comply with Clause 19.18(f) (Financial covenant).

Breach of other obligations

20.5       Misrepresentation

20.6       Cross-default

(a)        Any Financial Indebtedness, other than Project Finance Indebtedness, of an Obligor or any

(b)        an event of default howsoever described occurs under any document relating to Financial

(c)        any Financial Indebtedness, other than Project Finance Indebtedness, of an Obligor or any

(d)        without prejudice to paragraph (c) above, any Financial Indebtedness of an Obligor or any

(e)        without prejudice to paragraphs (c) and (d) above, any Security Interest securing Financial

20.7       Insolvency

(a)        An Obligor or any Material Subsidiary is unable to pay its debts as they fall due or becomes

insolvent, or admits inability to pay its debts as they fall due;

(b)        an Obligor or any Material Subsidiary suspends making payments on all or any class of its

(c)        an Obligor or any Material Subsidiary, by reason of financial difficulties, begins

(a)

Any step (including petition, proposal or convening a meeting) is taken with a view:

(i)

to a composition, assignment or arrangement with any creditors of an Obligor or any

Material Subsidiary; or

(ii)        to the rehabilitation, appointment of a trustee, administration, custodianship, judicial

(b)        a meeting of an Obligor or any Material Subsidiary is convened for the purpose of

(c)        any person presents a petition for the winding up of, administration of, dissolution of or for

(d)        an order for the winding-up or administration of an Obligor or any Material Subsidiary is

made,

(a)        Any liquidator, trustee in bankruptcy, judicial custodian, judicial manager, compulsory

(b)        the directors of an Obligor or any Material Subsidiary requests the appointment of a

20.13    Unlawfulness

20.14    Guarantee

(a)

prior to the date of the establishment of the first Successor Parent Holding Company,

AGAL; or

(b)

on and from the date of the establishment of the first Successor Parent Holding Company,

that Successor Parent Holding Company.

20.17     Repudiation

In the opinion of the Majority Banks (acting reasonably) a material adverse change occurs:

(a)        in the business or financial condition of the Obligors taken together or the Group as a whole;

or

(b)        in the ability of any Obligor (taking into account the resources available to it from the other

20.19    Acceleration

(a)        cancel the Total Commitments;

(b)        demand that all or part of the Loans, together with accrued interest and all other amounts

(c)        demand that all or part of the Loans be payable on demand, whereupon they shall

THE AGENT AND THE MANDATED LEAD ARRANGERS

Appointment and duties of the Agent

(a)        Each Finance Party (other than the Agent) irrevocably appoints the Agent to act as its agent

under and in connection with the Finance Documents.

(b)        Each Party appointing the Agent irrevocably authorises the Agent on its behalf to:

(i)

perform the duties and to exercise the rights, powers and discretions that are

(ii)

execute each Finance Document expressed to be executed by the Agent on that

Party's behalf.

(c)        The Agent has only those duties which are expressly specified in this Agreement. Those

duties are solely of a mechanical and administrative nature.

Role of the Mandated Lead Arrangers

21.3       Relationship

(a)        The Agent will be fully protected if it acts in accordance with the instructions of the

(b)        The Agent is not authorised to act on behalf of a Bank (without first obtaining that Bank's

consent) in any legal or arbitration proceedings relating to any Finance Document.

21.5       Delegation

The Agent may act under the Finance Documents through its personnel and agents.

Neither the Agent nor any Mandated Lead Arranger is responsible to any other Party for:

(a)        the execution, genuineness, validity, enforceability or sufficiency of any Finance Document

or any other document;

(b)

the collectability of amounts payable under any Finance Document; or

(c)

the accuracy of any statements (whether written or oral) made in or in connection with any

Finance Document.

21.7       Default

(a)

The Agent is not obliged to monitor or enquire as to whether or not a Default has occurred.

(b)        The Agent may require the receipt of security satisfactory to it, whether by way of payment

21.8       Exoneration

(a)        Without limiting paragraph (b) below, the Agent will not be liable to any other Party for any

(b)        No Party may take any proceedings against any officer, employee or agent of the Agent in

21.9     Reliance

The Agent may:

(a)        rely on any notice, representation or document believed by it to be genuine and correct and

to have been signed by, or with the authority of, the proper person;

(b)        rely on any statement made by a director, authorised signatory or employee of any person

(c)        engage, pay for and rely on legal or other professional advisers selected by it (including

those in the Agent's employment and those representing a Party other than the Agent).

(a)        has made its own independent investigation and assessment of the financial condition and

(b)        will continue to make its own independent appraisal of the creditworthiness of each Obligor

21.11     Information

(a)        The Agent shall promptly forward to the person concerned the original or a copy of any

document which is delivered to the Agent by a Party for that person.

(b)        The Agent shall promptly supply a Bank with a copy of each document received by the

(c)        Except where this Agreement specifically provides otherwise, the Agent is not obliged to

review or check the accuracy or completeness of any document it forwards to another Party.

(d)

Except as provided above, the Agent has no duty:

(i)

either initially or on a continuing basis to provide any Bank with any credit or other

(ii)

unless specifically requested to do so by a Bank in accordance with a Finance

Document, to request any certificates or other documents from any Obligor.

21.12       The Agent and the Mandated Lead Arrangers individually

(a)     If it is also a Bank, each of the Agent and each Mandated Lead Arranger has the same rights

(b)

Each of the Agent and each Mandated Lead Arranger may:

(i)

carry on any business with an Obligor or its related entities;

(ii)

act as agent or trustee for, or in relation to any financing involving, an Obligor or its

related entities; and

(iii)

retain any profits or remuneration in connection with its activities under this

Agreement or in relation to any of the foregoing.

(c)        In acting as the Agent, the agency division of the Agent will be treated as a separate entity

(d)        Each Obligor irrevocably authorises the Agent to disclose to the other Finance Parties any

information which is received by it in its capacity as the Agent.

(e)        The Agent may deduct from any amount received by it for the Banks pro rata any unpaid

21.13     Indemnities

(a)        Without limiting the liability of each Obligor under the Finance Documents, each Bank shall

(b)        A Bank's proportion of the liability or loss set out in paragraph (a) above will be the

21.14   

(a)        The Agent may refrain from doing anything which might, in its opinion, constitute a breach

(b)        Without prejudice to the generality of paragraph (a) above, the Agent may disclose the

(c)        Without limiting paragraph (a) above, the Agent need not disclose any information relating

21.15     Replacement of the Agent

(a)        Notwithstanding its irrevocable appointment and after consultation with the Parent, the

(b)        The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the

(c)        The appointment of the successor Agent shall take effect on the date specified in the notice

(d)        Any successor Agent and each of the other Parties shall have the same rights and obligations

amongst themselves as they would have had if such successor had been an original Party.

(a)        Notwithstanding its irrevocable appointment, the Agent may resign by giving notice to the

(b)        If the appointment of a successor Agent is to be made by the Majority Banks but they have

(c)        The resignation of the Agent and the appointment of any successor Agent will both become

(d)        The retiring Agent shall, at its own cost, make available to the successor Agent such

(e)        Upon its resignation becoming effective, this Clause 21 shall continue to benefit the retiring

(f)

The Majority Banks may, by notice to the Agent, require it to resign in accordance with

(g)        The Agent shall resign in accordance with paragraph (a) above (and, to the extent applicable,

(i)

the Agent fails to respond to a request under Clause 11.4 (FATCA Information) and

(ii)        the information supplied by the Agent pursuant to Clause 11.4 (FATCA

(iii)        the Agent notifies the Obligors' Agent and the Banks that the Agent will not be (or

21.17     Confidentiality

(a)        In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its

(b)        If information is received by another division or department of the Agent, it may be treated

21.18     Banks

(a)        The Agent may treat each Bank as a Bank, entitled to payments under this Agreement and as

(b)        The Agent may at any time, and shall if requested to do so by the Majority Banks, convene a

meeting of the Banks.

21.19     Extraordinary management time and resources

(a)        any amendment, waiver, consent or suspension of rights (or any proposal for any of the

(b)

the occurrence of a Default; or

(c)

the proper enforcement of, or the preservation of any rights under, any Finance Document.

(a)        No Reference Bank is under any obligation to provide a quotation or any other information

to the Agent.

(b)        No Reference Bank will be liable for any action taken by it under or in connection with any

(c)        No Party (other than the relevant Reference Bank) may take any proceedings against any

(a)        Nothing in this Agreement shall oblige the Agent or a Mandated Lead Arranger to satisfy

(b)        Each Finance Party confirms to the Agent and each Mandated Lead Arranger that it is solely

22.       FEES

(a)        Subject to paragraph (c) below, the Borrowers shall pay a commitment fee in the Base

(b)

Accrued commitment fee is payable quarterly in arrear until the Final Maturity Date.

(c)

No commitment fee is payable to the Agent (for the account of a Bank) on the undrawn

Commitment of that Bank for:

(i)

the period from the date of this Agreement to and including the earlier of:

(A)

the date on which both of the Existing Facilities are repaid and cancelled in

full; and

(B)

the date falling seven Business Days after the date of this Agreement; and

(ii)

any day on which that Bank is a Defaulting Bank.

(a)        The Borrowers shall pay to the Agent for each Bank a utilisation fee computed at the rate of:

(i)

for each day on which the aggregate amount of the Loans then outstanding is less

than one third of the Total Commitments, 0.10 per cent. per annum;

(ii)        for each day on which the aggregate amount of the Loans then outstanding equals or

(iii)        for each day on which the amount of the Loans then outstanding equals or exceeds

two thirds of the Total Commitments, 0.40 per cent. per annum,

on the amount of that Bank's participation in the Loans.

(b)        Accrued utilisation fee is payable quarterly in arrear until the Final Maturity Date. Accrued

22.5       VAT

(a)        All amounts set out or expressed to be payable under a Finance Document by any Party to a

(b)        If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier)

(i)

(where the Supplier is the person required to account to the relevant tax authority for

(ii)        (where the Recipient is the person required to account to the relevant tax authority

(c)        Where a Finance Document requires any Party to reimburse or indemnify a Finance Party

(d)        Any reference in this Clause 22.5 to any Party will, at any time when that Party is treated as

(e)        If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance

23.       EXPENSES

Initial and special costs

(a)        the negotiation, preparation, printing and execution of:

(i)

this Agreement and any other documents referred to in this Agreement; and

(ii)        any other Finance Document (other than a Novation Certificate) executed after the

date of this Agreement; and

(b)        any amendment, waiver, consent or suspension of rights (or any proposal for any of the

25.       INDEMNITIES

(a)        If a Finance Party receives an amount in respect of an Obligor's liability under the Finance

(i)

that Obligor shall indemnify that Finance Party as an independent obligation against

any loss or liability arising out of or as a result of the conversion;

(ii)        if the amount received by that Finance Party, when converted into the contractual

(iii)        the Obligor shall forthwith on demand pay to the Finance Party concerned any

exchange costs and taxes payable in connection with any such conversion.

(b)        Each Obligor waives any right it may have in any jurisdiction to pay any amount under the

Finance Documents in a currency other than that in which it is expressed to be payable.

(a)        The Obligors shall forthwith on demand indemnify each Finance Party against any loss or

liability which that Finance Party incurs as a consequence of:

(i)

the occurrence of any Default;

(ii)

the operation of Clause 20.19 (Acceleration);

(iii)        any payment of principal or an overdue amount being received from any source

(iv)        a Loan (or part of a Loan) not being prepaid in accordance with a notice of

(b)        Each Bank shall, as soon as reasonably practicable after a demand by the Agent, provide a

26.1       Accounts

26.3      Calculations

27.1       Procedure

(a)        Subject to Clause 27.2 (Exceptions), any term of the Finance Documents may be amended or

(b)        The Agent shall promptly notify the other Parties of any amendment or waiver effected

27.2       Exceptions

(a)        An amendment or waiver which relates to:

(i)        the definition of Majority Banks in Clause 1.1 (Definitions);

(ii)        an extension of the date for, or a decrease in an amount or a change in the currency

of, any payment to a Bank under the Finance Documents (including the Margin);

(iii)        an increase or extension in a Bank's Commitment (other than in accordance with

(iv)

a change to the identity of any Borrower or Guarantor;

(v)

a term of a Finance Document which expressly requires the consent of each Bank; or

(vi)        Clause 2.3 (Nature of a Finance Party's rights and obligations), Clause 2.4 (Nature

(b)        An amendment or waiver which affects the rights and/or obligations of the Agent or a

The rights and remedies of each Finance Party under the Finance Documents:

(a)        may be exercised as often as necessary and no single or partial exercise of any right or

(b)        are cumulative and not exclusive of its rights under the general law; and

(c)        may be waived only in writing and specifically.

Disenfranchisement of Defaulting Banks

(a)        For so long as a Defaulting Bank has any undrawn Commitment, in ascertaining the

(i)

that Defaulting Bank's Commitments will be reduced by the amount of its undrawn

Commitment; and

(ii)        the Defaulting Bank will not be counted as a Bank for the purposes of Clause 27.2

(Exceptions) if it has no participation in any outstanding Loans.

(b)        For the purposes of this Clause 27.4, the Agent may assume that the following Banks are

Defaulting Banks:

(i)

any Bank which has notified the Agent that it has become a Defaulting Bank; or

(ii)        any Bank in relation to which it is aware that any of the events or circumstances

(a)        its participation in all outstanding Loans shall not be included for the purpose of calculating

(b)        it will not count as a Bank for the purposes of Clause 27.2 (Exceptions).

Replacement of a Defaulting Bank

(a)        The Obligors' Agent may, at any time a Bank has become and continues to be a Defaulting

Bank, by giving five Business Days' prior written notice to the Agent and such Bank:

(i)

replace such Bank by requiring such Bank to (and such Bank shall) transfer pursuant

(ii)        require such Bank to (and such Bank shall) transfer pursuant to Clause 28.2

(b)        Any transfer of rights and obligations of a Defaulting Bank pursuant to this Clause 27.6 shall

be subject to the following conditions:

(i)        the Obligors' Agent shall have no right to replace the Agent;

(ii)        neither the Agent nor the Defaulting Bank shall have any obligation to the Obligors'

Agent to find a Replacement Bank;

(iii)        the transfer must take place no later than 20 Business Days after the notice referred

to in paragraph (a) above; and

(iv)        in no event shall the Defaulting Bank be required to pay or surrender to the

CHANGES TO THE PARTIES

(a)        A Bank (the Existing Bank) may, subject to paragraph (b) below, at any time assign,

(b)

(i)

A transfer of part of a Commitment and/or participation in the Loans must be in a

minimum amount of at least U.S.$5,000,000 and any transfer:

(A)

of a participation in the Loans must be made pro rata as between all then

outstanding Loans; and

(B)

any transfer must be made pro rata between the undrawn Commitments of

the Existing Bank and its participations in all then outstanding Loans;

(ii)        the prior consent of the Parent is required for any such assignment, transfer or

(iii)        on or after the first Drawdown Date an Existing Bank must consult with the Parent

(c)

A transfer of obligations will be effective only if either:

(i)

the obligations are novated in accordance with Clause 28.3 (Procedure for

novations); or

(ii)        the New Bank confirms to the Agent and the Obligors' Agent that it undertakes to be

(d)

Nothing in this Agreement restricts the ability of a Bank to subcontract an obligation if that

Bank remains liable under this Agreement for that obligation.

(e)        On each occasion an Existing Bank assigns, transfers or novates any of its Commitment

(f)

An Existing Bank is not responsible to a New Bank for:

(i)        the execution, genuineness, validity, enforceability or sufficiency of any Finance

Document or any other document;

(ii)        the collectability of amounts payable under any Finance Document; or

(iii)        the accuracy of any statements (whether written or oral) made in or in connection

with any Finance Document.

(g)

Each New Bank confirms to the Existing Bank and the other Finance Parties that it:

(i)

has made its own independent investigation and assessment of the financial

(ii)        will continue to make its own independent appraisal of the creditworthiness of each

(h)

Nothing in any Finance Document obliges an Existing Bank to:

(i)

accept a re-transfer from a New Bank of any of the Commitment and/or rights

and/or obligations assigned, transferred or novated under this Clause 28.2; or

(ii)        support any losses incurred by the New Bank by reason of the non-performance by

any Obligor of its obligations under the Finance Documents or otherwise.

(i)

Any reference in this Agreement to a Bank includes a New Bank but excludes a Bank if no

(j)          If:

(i)        a Bank assigns, transfers or novates any of its rights or obligations under the Finance

Documents or changes its Facility Office; and

(ii)        as a result of circumstances existing at the date the assignment, transfer, novation or

(A)        where the payment is in relation to Australian Withholding Tax and there

(B)        in relation to Clause 11.1 (Gross-up) to a Treaty Bank that has included a

(a)

A novation is effected if:

(i)

the Existing Bank and the New Bank deliver to the Agent a duly completed

(ii)        the Agent executes it, provided that the Agent is only obliged to execute a Novation

(b)

Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the

Agent to execute any duly completed Novation Certificate on its behalf.

(c)

To the extent that they are expressed to be the subject of the novation in the Novation

Certificate:

(i)

the Existing Bank and the other Parties (the existing Parties) will be released from

their obligations to each other (the discharged obligations);

(ii)        the New Bank and the existing Parties will assume obligations towards each other

(iii)

the rights of the Existing Bank against the existing Parties and vice versa (the

discharged rights) will be cancelled; and

(iv)        the New Bank and the existing Parties will acquire rights against each other which

(d)

The Agent shall, as soon as reasonably practicable after it has executed a Novation

Certificate, send to the Obligors’ Agent a copy of that Novation Certificate.

Pro rata interest settlement

(a)        any interest or fees in respect of the relevant participation which are expressed to accrue by

(b)        the rights assigned or transferred by the Existing Bank will not include the right to the

Accrued Amounts so that, for the avoidance of doubt:

(i)

when the Accrued Amounts become payable, those Accrued Amounts will be

payable for the account of the Existing Bank; and

(ii)        the amount payable to the New Bank on that date will be the amount which would,

(a)        Each Bank may fulfil its obligations in respect of any Loan through an Affiliate if:

(i)

the relevant Affiliate is specified in this Agreement as a Bank or becomes a Bank by

(ii)        the Loans in which that Affiliate will participate are specified in this Agreement or

in a notice given by that Bank to the Agent and the Obligors' Agent.

(b)        If paragraph (a) above applies, the Bank and its Affiliate will be treated as having a single

Commitment and a single vote, but, for all other purposes, will be treated as separate Banks.

Security over Bank's rights

(a)        any charge, assignment or other Security Interest to secure obligations to a federal reserve or

central bank; and

(b)        any charge, assignment or other Security Interest granted to any holders (or trustee or

except that no such charge, assignment or Security Interest shall:

(i)

release a Bank from any of its obligations under the Finance Documents or

(ii)        require any payments to be made by an Obligor or grant to any person any more

28.8       Register

(a)        In this Clause 29:

Permitted Parties means a Bank and any of its Affiliates.

(b)        A Bank may disclose a copy of any Finance Document (and any information which that

Bank has acquired under or in connection with any Finance Document) to:

(i)          its Affiliates;

(ii)        any person with whom it is proposing to enter, or has entered into, any kind of

transfer, participation or other agreement in relation to this Agreement;

(iii)        any person to whom or for whose benefit that Bank charges, assigns or otherwise

(iv)        professional advisers and service providers of the Permitted Parties who are under a

duty of confidentiality to the Permitted Parties;

(v)        any ratings agency, insurer or insurance broker of the Permitted Parties, or direct or

indirect provider of credit protection to any Permitted Party; or

(vi)        any court or tribunal or regulatory, supervisory, governmental or quasi-

governmental authority with jurisdiction over the Permitted Parties.

(c)        Any Finance Party may disclose to any national or international numbering service provider

(i)

names of Obligors;

(ii)

country of domicile of Obligors;

(iii)

place of incorporation of Obligors;

(iv)

date of this Agreement;

(v)

names of the Agent and the Mandated Lead Arrangers;

(vi)

date of each amendment and restatement of this Agreement;

(vii)

amount of Total Commitments;

(viii)        currencies of the Facility;

(ix)

type of Facility (i.e. that it is a revolving credit facility);

(x)

Final Maturity Date of the Facility;

(xi)

changes to any of the information previously supplied pursuant to paragraphs (i) to

(x) above; and

(xii)

such other information agreed between such Finance Party and the Parent,

(d)        The Parties acknowledge and agree that each identification number assigned to this

(e)        Each Obligor represents that none of the information set out in paragraphs (i) to (v) and (vii)

(f)

The Agent shall notify the Parent and other Finance Parties of:

(i)

the name of any numbering service provider appointed by the Agent in respect of

this Agreement, the Facility and/or one or more Obligors;

(ii)

the number or, as the case may be, the numbers assigned to this Agreement, the

Facility and/or one or more Obligors by such numbering service provider.

CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

(a)        The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent,

(b)

The Agent may disclose:

(i)

any Funding Rate (but not, for the avoidance of doubt, any Reference Bank

(ii)        any Funding Rate or any Reference Bank Quotation to any person appointed by it to

(c)

The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each

Obligor may disclose any Funding Rate, to:

(i)

any of its Affiliates and any of its or their officers, directors, employees,

(ii)        any person to whom information is required or requested to be disclosed by any

(iii)        any person to whom information is required to be disclosed in connection with, and

(iv)        any person with the consent of the relevant Bank or Reference Bank, as the case

may be.

(d)        The Agent's obligations in this Clause 30 relating to Reference Bank Quotations are without

(a)        The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the

(b)        The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform

the relevant Bank or Reference Bank, as the case may be:

(i)

of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause

(ii)

upon becoming aware that any information has been disclosed in breach of this

Clause 30.

No Event of Default

31.       SET-OFF

32.1       Redistribution

(a)        the recovering Finance Party shall, within three Business Days, notify details of the recovery

to the Agent;

(b)        the Agent shall determine whether the recovery is in excess of the amount which the

(c)        subject to Clause 32.3 (Exceptions), the recovering Finance Party shall, within three

(d)        the Agent shall treat the redistribution as if it were a payment by the Obligor concerned

(e)        after payment of the full redistribution, the recovering Finance Party will be subrogated to

Reversal of redistribution

If under Clause 32.1 (Redistribution):

(a)        a recovering Finance Party must subsequently return a recovery, or an amount measured by

reference to a recovery, to an Obligor; and

(b)        the recovering Finance Party has paid a redistribution in relation to that recovery,

32.3       Exceptions

(a)        A recovering Finance Party need not pay a redistribution to the extent that it would not, after

(b)        A recovering Finance Party is not obliged to share with any other Finance Party any amount

33.       SEVERABILITY

(a)        the validity or enforceability in that jurisdiction of any other provision of the Finance

Documents; or

(b)        the validity or enforceability in other jurisdictions of that or any other provision of the

Finance Documents.

34.       COUNTERPARTS

35.       NOTICES

(a)        if by letter, when delivered personally or on actual receipt; and

(b)        if by facsimile or e-mail, when received in legible form.

(a)        Any communication between any two Parties under or in connection with the Finance

(i)

agree and such agreement is not revoked by either Party;

(ii)

notify each other in writing of their e-mail address and/or any other information

required to enable the sending and receipt of information by electronic means; and

(iii)

notify each other of any change to the address or information referred to in

subparagraph (ii) above.

(b)        Any electronic communication made between those two Parties under paragraph (a) above

(a)        The address and facsimile number of each Party (other than the Obligors' Agent and the

Agent) for all notices under or in connection with this Agreement are:

(i)

those notified by that Party for this purpose to the Agent on or before the date it

becomes a Party; or

(ii)

any other notified by that Party for this purpose to the Agent by not less than five

Business Days' notice.

(b)

The address, telephone and facsimile numbers of the Obligors' Agent are:

Address:

AngloGold Ashanti Holdings plc

Communications House

Fax: +44 (0) 203 968 3325

Telephone: +44 (0) 203 968 3320

E-mail: AGAHOffice@anglogoldashanti.com

For the attention of: The Managing Director

(c)        The address, telephone and facsimile numbers of the Agent are:

Address: The Bank of Nova Scotia, London

Fax: +44 207 826 5666

Telephone: +44 207 826 5660

Email: GWSLONDON_LOANOPS@scotiabank.com

For the attention of: Peter Early

or such other as the Agent may notify to the other Parties by not less than five Business Days' notice.

(d)

All notices from or to an Obligor shall be sent through the Agent and the Obligors' Agent.

(e)

The Agent shall, promptly upon request from any Party, give to that Party the address or

facsimile number of any other Party applicable at the time for the purposes of this Clause 35.

Communication when Agent is Impaired Agent

36.       LANGUAGE

(a)

Any notice given under or in connection with any Finance Document shall be in English.

(b)

All other documents provided under or in connection with any Finance Document shall be:

(i)       in English;

or

(ii)        if not in English, accompanied by a certified English translation and, in this case, the

(a)        any Bail-In Action in relation to any such liability, including (without limitation):

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due

(including any accrued but unpaid interest) in respect of any such liability;

(ii)        a conversion of all, or part of, any such liability into shares or other instruments of

ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Finance Document to the extent necessary to give effect to

any Bail-In Action in relation to any such liability.

38.       JURISDICTION

38.1       Submission

Service of process

(a)        Without prejudice to any other mode of service, AGAA:

(i)

irrevocably appoints the Parent at 4th Floor west, Communications House, South

(ii)        agrees to maintain an agent for service of process in England until all amounts

(iii)        agrees that failure by a process agent to notify the relevant Obligor of the process

will not invalidate the proceedings concerned; and

(iv)        consents to the service of process relating to any such proceedings by prepaid

(b)        Each Obligor agrees that if the Parent ceases to have a registered branch in England or

Forum convenience and enforcement abroad

Each Obligor:

(a)        waives objection to the English courts on grounds of inconvenient forum or otherwise as

regards proceedings in connection with a Finance Document; and

(b)        agrees that subject to the Reservations, a judgment or order of an English court in connection

38.4       Non-exclusivity

(a)        in any other court of competent jurisdiction; or

(b)        concurrently in more than one jurisdiction.

Each Obligor irrevocably and unconditionally:

(a)        agrees that if a Finance Party brings proceedings against it or its assets in relation to a

(b)        waives any such right of immunity which it or its assets now has or may subsequently

acquire; and

(c)        consents generally in respect of any such proceedings to the giving of any relief or the issue

40.       INTEGRATION

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

BANKS AND COMMITMENTS

Banks

Commitment

U.S.$

residence

(if applicable)

Deutsche Bank Luxembourg S.A.

103,410,000

48/D/72718/DTTP – Luxembourg

JPMorgan Chase Bank, N.A., London Branch

103,410,000

Australia and New Zealand Banking Group

103,410,000

Limited

Bank of Montreal

103,410,000

3/M/270436/DTTP – Canada

Barclays Bank PLC

103,410,000

BNP Paribas SA

103,410,000

5/B/255139/DTTP – France

Canadian Imperial Bank of Commerce, London

103,410,000

Branch

Citibank, N.A., London Branch

103,410,000

Royal Bank of Canada

103,410,000

Scotiabank Europe plc

103,410,000

Standard Chartered Bank

103,410,000

Goldman Sachs Mortgage Company

79,540,000

Westpac Banking Corporation

79,540,000

2/W/313837/DTTP – Australia

US$

1,400,000.000

SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

1.

A copy of the constitutional documents of each Obligor.

2.

A copy of a resolution of the board of directors of the Parent, and a copy of an extract of the minutes

(a)

approving the terms of, and the transactions contemplated by, this Agreement;

(b)

(if applicable) authorising a specified person or persons to execute this Agreement on its

behalf; and

(c)

disclosing and approving any conflicts of interests of the directors of the relevant Obligor in

relation to this Agreement and the transactions contemplated hereby.

3.

A certificate from the registered agent of the Parent, certifying details of the current directors,

shareholders and unregistered charges of the Parent.

4.

A specimen of the signature of each person authorised to sign this Agreement on behalf of each

5.

A list of current Material Subsidiaries.

6.         A copy of:

(a)

the audited consolidated financial statements of AGAL for the year ended 31 December

2017;

(b)

the Original Group Accounts;

(c)

the unaudited consolidated financial statements of the Parent for the year ended 31

December 2017 prepared as comparatives to the Original Group Accounts; and

(d)

the audited consolidated financial statements of AGAA for the year ended 31 December

2017.

7.

A copy of any other document, opinion or assurance which the Agent reasonably considers to be

8.

An original of each Fee Letter, duly executed by all parties thereto.

9.           Evidence that:

(a)

the Existing USD Facility will be repaid and cancelled in full on or by the first Drawdown

Date; and

(b)

the Existing AUD Facility will be repaid and cancelled in full on or by the first Business

Day after the first Drawdown Date.

10.

Evidence that all fees and expenses remaining due and payable immediately prior to the first Request

11.

A certificate of an authorised signatory of the Parent:

(a)

confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would

not cause any borrowing or guarantee limit binding on any Obligor to be exceeded; and

(b)

certifying that each copy document delivered under this Schedule 2 is correct, complete and

in full force and effect as at a date no earlier than the date of this Agreement.

12.

A copy of the current structure chart of the Group.

13.

Evidence that all documentation and other information required by regulatory authorities under

14.

(a)

A legal opinion of Allen & Overy LLP, legal advisers in Australia to the Agent, addressed to

the Finance Parties;

(b)

a legal opinion of Appleby (Isle of Man) LLC, legal advisers in the Isle of Man to the Agent,

addressed to the Finance Parties; and

(c)

a legal opinion of Allen & Overy LLP, legal advisers in England to the Agent, addressed to

the Finance Parties.

15.

A copy of the Approved List.

SCHEDULE 3

FORM OF REQUEST

To: [ · ] as Agent

From: AngloGold Ashanti Holdings plc as Obligors' Agent

Date: [

]

AngloGold Ashanti Holdings plc and AngloGold Ashanti Australia Limited - U.S. $ 1,400,000,000

Syndicated Loan Facility Agreement dated [ ] 2018 (the Agreement)

1.

On behalf of the Borrower identified below, we request a Loan as follows:

(a) Borrower:

[ ]

(b) Drawdown

Date:

[ ]

(c) Currency

of

Loan:

[U.S.$/A$]

(d) Amount:

[ ]

(e) Interest

Period:

[ ]

(f) Payment

instructions:

[ ].

2.

We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the

Agreement is satisfied on the date of this Request.

3.

This Request is irrevocable.

By:

AngloGold Ashanti Holdings plc

SCHEDULE 4

FORM OF NOVATION CERTIFICATE

To: [ · ] as Agent

From: [THE EXISTING BANK] and [THE NEW BANK]

Date: [

]

AngloGold Ashanti Holdings plc and AngloGold Ashanti Australia Limited - U.S. $

1,400,000,000 Syndicated Loan Facility Agreement dated [ ] 2018 (the Agreement)

We refer to Clause 28.3 (Procedure for novations) of the Agreement.

1.

We [ ] (the Existing Bank) and [ ] (the New Bank) agree to the Existing Bank and the

2.

The specified date for the purposes of Clause 28.3(c) (Procedure for novations) of the Agreement is

[date of novation].

3.

The Facility Office and address for notices of the New Bank for the purposes of Clause 35.3

(Addresses for notices) of the Agreement are set out in the Schedule.

4.

The New Bank confirms, for the benefit of the Agent and without any liability to any Obligor, that it

is:

(a)

[a Qualifying Bank (other than a Treaty Bank);]

(b)

[a Treaty Bank;]

(c)

[not a

Qualifying

Bank].

5.

[The New Bank confirms that it holds a passport under the HMRC DT Treaty Passport scheme

6.

This Novation Certificate and any non-contractual obligations arising out of or in connection with it

are governed by English law.

[Existing Bank]

[New Bank]

By:

By:

Date:

Date:

[New Bank]

[Facility Office

Address for n

[ ]

Email address for notices:

Country of origin of New Bank:

THE SCHEDULE

otices]

By:

Date:

SCHEDULE 5

BORROWERS' OBLIGATIONS

1.          Reinstatement

(a)        Where any discharge (whether in respect of the obligations of a Borrower or any security for those

(b)        Each Finance Party may concede or compromise any claim that any payment, security or other

disposition is liable to avoidance or restoration.

(a)        any time or waiver granted to, or composition with, any other Obligor or any other person;

(b)        the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to

(c)        any incapacity or lack of powers, authority or legal personality of or dissolution or change in

the members or status of any Obligor or any other person;

(d)        any variation (however fundamental) or replacement of a Finance Document or any other

(e)        any unenforceability, illegality or invalidity of any obligation of any person under any

(f)

any postponement, discharge, reduction, non-provability or other similar circumstance

4.          Appropriations

(a)        refrain from applying or enforcing any other moneys, security or rights held or received by

(b)        hold in a suspense account any moneys received from any Borrower or on account of each

Borrower's liability under this Agreement, bearing interest at an appropriate rate.

5.          Non-competition

(a)        be subrogated to any rights, security or moneys held, received or receivable by any Finance

(b)        claim, rank, prove or vote as a creditor of any other Borrower or its estate in competition

with any Finance Party (or any trustee or agent on its behalf); or

(c)        receive, claim or have the benefit of any payment, distribution or security from or on

account of any other Borrower, or exercise any right of set-off as against such Borrower,

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To: [ · ] as Agent

From: AngloGold Ashanti Holdings plc

Date: [

]

AngloGold Ashanti Holdings plc and AngloGold Ashanti Australia Limited - U.S. $ 1,400,000,000

Syndicated Loan Facility Agreement dated [ ] 2018 (the Agreement)

1.

We refer to the Agreement. This is a Compliance Certificate.

2.

We confirm that as at [relevant testing date] Total Net Financial Indebtedness was [

]; and

EBITDA was [

]; therefore, Leverage was [

] to 1.

3.

We set out below calculations establishing the figures in paragraph 2 above:

[ ].

4.

We confirm that the following companies were Material Subsidiaries at [relevant testing date]:

[ ].

5.

[We confirm that no Default is outstanding as at [relevant testing date].

]

ANGLOGOLD ASHANTI HOLDINGS PLC

By:

................................................................

.................................................................

Name of director

Name of director

[insert applicable certification language]

for

[auditors of the Parent]

SCHEDULE 7

FORM OF INCREASE CONFIRMATION

To: [ · ] as Agent and AngloGold Ashanti Holdings plc as Obligors' Agent, for and on behalf of

each Obligor

From: [ · ] (the Increase Bank)

Dated:

AngloGold Ashanti Holdings plc and AngloGold Ashanti Australia Limited – U.S. $ 1,400,000,000

Syndicated Loan Facility Agreement dated [ ] 2018 (the Agreement)

1.

We refer to the Agreement. This is an Increase Confirmation.

2.

We refer to Clause 2.2 (Increase) of the Agreement.

3.

The Increase Bank agrees to assume and will assume all of the obligations corresponding to the

4.

The proposed date on which the increase in relation to the Increase Bank and the Relevant

Commitment is to take effect (the Increase Date) is [ · ].

5.

On the Increase Date, the Increase Bank becomes party to the relevant Finance Documents as a

Bank.

6.

The Facility Office and address, fax number and attention details for notices to the Increase Bank for

the purposes of Clause 35.3 (Addresses for notices) of the Agreement are set out in the Schedule.

7.

The Increase Bank expressly acknowledges the limitations on the Banks' obligations referred to in

paragraph (e) of Clause 2.2 (Increase) of the Agreement.

8.

The Increase Bank confirms, for the benefit of the Agent and without any liability to any Obligor,

that it is:

(a)

[a Qualifying Bank (other than a Treaty Bank);]

(b)

[a Treaty Bank;]

(c)

[not a

Qualifying

Bank].

9.

[The Increase Bank confirms that it holds a passport under the HMRC DT Treaty Passport scheme

10.

This Increase Confirmation may be executed in any number of counterparts and this has the same

effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.

11.

This Increase Confirmation and any non-contractual obligations arising out of or in connection with

it are governed by English law.

0013117-0002446 BK:45879973.12

104

THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Bank

[insert relevant details]

payments]

[Increase Bank]

By:

Agent

By:

SCHEDULE 8

FORM OF MARGIN CERTIFICATE

To: [ · ] as Agent

From: AngloGold Ashanti Holdings plc as Obligors' Agent for and on behalf of each Obligor

Date: [

]

AngloGold Ashanti Holdings plc and AngloGold Ashanti Australia Limited - U.S. $ 1,400,000,000

Syndicated Loan Facility Agreement dated [ ] 2018 (the Agreement)

1.

We refer to the Agreement. This is a Margin Certificate.

2.

We confirm that as at [date]:

(a)

the long term debt rating of the Parent given by Moody's was [ · ];

(b)

the long term debt rating of the Parent given by S&P was [ · ];

(c)

no Event of Default is continuing; and

(d)

accordingly, the applicable Margin is [ · ] per cent. per annum.

ANGLOGOLD ASHANTI HOLDINGS PLC

................................................................

.................................................................

Name of authorised signatory/director

Name of authorised signatory/director

SCHEDULE 9

EXISTING SECURITY

1.

A Brazilian real denominated finance lease arrangement with CSI Latina Arrendamento Mercantil

S.A. securing an amount of U.S.$1,158,991 as at 30 September 2018 .

2.

A Brazilian real denominated finance arrangement with Brazilian Economic and Social

Development Bank (BNDES) securing an amount of U.S.$577,767 as at 30 September 2018.

3.

A fixed and floating charge dated 19 November 2010 granted by AGAA in favour of Independence

Group NL.

SCHEDULE 10

SCREEN RATE CONTINGENCY PERIODS

AngloGold Ashanti Limited

By:

/s/ M E SANZ PEREZ

EVP: Group Legal, Commercial & Governance