EXHIBIT 4.65 [SCMB Letterhead] CORPORATE
BANKING DIVISION PRIVATE AND CONFIDENTIAL Standard Bank Centre PO
Box 61344 3 Simmonds Street Marshalltown 2107 The Directors
Johannesburg 2001 Durban Roodepoort Deep Limited S.W.I.F.T. SBZA ZA
JJ PO Box 390 Telegrams"STANMERBANK" Maraisburg Telex 4-87620,
4-87629 1700 Fax (011) 636-2371 Telephone Switchboard (011)
636-9115 ATTENTION: Mr I Murray Date Direct In reply please Your
reference telephone quote our number reference 14 November 2003
(011) 636-3936 UK/ss Dear Sirs BANKING FACILITIES The Standard Bank
of South Africa Limited (including all of its divisions hereinafter
referred to as "the Bank") represented by its Standard Corporate
and Merchant Bank Division, confirms having granted certain banking
facilities ("the Facilities") to Durban Roodepoort Deep Limited
("the Customer"). The Facilities shall upon signature hereof by the
Customer and any other signatories hereto, be subject to the
revised terms and conditions contained in this letter and in all
appendices hereto. 1. THE FACILITIES
|
NATURE OF FACILITY MAXIMUM AGGREGATE LIMIT ------------------
----------------------- CREDIT CARDS R 70 000 STANNIC -
Liquidating Credit Line R 300 000 - Fleet Management Service R 32
000
|
|
|
Standard Corporate and Merchant Bank A
division of The Standard Bank of South Africa Limited Reg. No.
1962/000738/06 Registered Bank Directors: D E Cooper (Chairman), J
H Maree* (Chief Executive), D D B Band, E Bradley. T Evans. T S
Gcabashe, D A Hawton, Sir Paul Judge*, S J Macozoma, R P Menell,
Adv K D Moroka, A C Nissen. R A Plumbridge, M J D Ruck*, Sir Robert
Smith*, Dr C L Stals, Dr C B Strauss *Executive director *British
Secretary: Wuffsohn Executive Director GUARANTEES BY BANK -
Performance Guarantees R 9 508 000 DERIVATIVE PRODUCTS - Gold
Hedging Facility (70 200 oz 1 year) - Forward Exchange Contracts R
37 000 000 (Maturities within 370 days) - Cross Currency Swap R 80
000 000 (4 years) ELECTRONIC BANKING TRANSACTIONAL LIMITS -
CORPORATE ACCESS TERMINAL SYSTEM (CATS) - Own Accounts R 31 000 000
- Same Day Soonest Value R 152 700 000 Services (SSVS) - ELECTRONIC
FUNDS TRANSFER SERVICE (EFTS) - Monthly R 25 800 000 - December R
25 800 000 2. CONDITIONS PRECEDENT 2.1 Any new terms contained in
this letter and which are, in the opinion of the Bank, for the
benefit of the Customer (including but not limited to any increased
or new limits), shall only become of force and effect upon
fulfillment, to the satisfaction of the Bank of the following
conditions precedent: 2.1.1 that all formalities referred to in the
paragraph headed "Acceptance" have been duly completed. 2.2 The
above conditions are inserted for the benefit of the Bank, who may
waive any of the said conditions in its sole discretion. 2.3 With
respect to any increased limit/s, the limit/s previously in place
shall be applicable until such time as the said conditions
precedent have been fulfilled or waived. 3. SECURITY 3.1 Any
security currently held by the Bank shall also constitute security
for the Facilities. 4. ADDITIONAL TERMS 4.1 ADDITIONAL PARTIES
4.1.1 The parties listed in the facilities schedule attached to
this letter and any other parties requested by the Customer from
time to time and agreed to by the Bank in its sole discretion ("the
Additional Parties"), are hereby expressly authorised by the
Customer, and shall consequently be entitled, to utilise the
Facilities together with the Customer, in accordance with the
details set out in the said 2 facilities schedule, or otherwise as
the Bank may with respect to both the Customer and the Additional
Parties, from time to time in its sole discretion allow. Any
amounts outstanding at any time in respect of the Facilities so
utilised by any Additional Party and not discharged on due date by
such Additional Party, shall be discharged in full by the Customer,
forthwith upon receipt by the Customer of the Bank's written
demand. Any such utilisation by an Additional Party shall be
subject to the terms and conditions contained in this letter and
any appendices hereto, and shall further be subject to: 4.1.1.1 all
the conditions precedent contained in this letter having been
fulfilled or waived; 4.1.1.2 the aggregate amount of the
utilisation of the Facilities by the Customer and the Additional
Parties not at any time exceeding the maximum aggregate limit for
each facility except to the extent the Bank, may in its sole
discretion allow; 4.1.1.3 the Additional Parties not being entitled
to utilise such facilities in the event the Facilities are
terminated by the Bank, by notice to the Customer, or otherwise in
terms of this letter; 4.1.1.4 the Additional Parties having signed
this letter and any separate documentation pertaining to any
facility, should the Bank so require. 4.1.2 Should the Bank offer
(or have offered) its cash management service to the Customer, any
parties ("the Participating Parties") which from time to time
participate in the Customer's cash management arrangement shall
also be entitled to utilise the Customer's overdraft facility
subject to the provisions of this letter. The Participating Parties
shall consequently be deemed to be included in the definition of
"the Additional Parties" for purposes of this paragraph 4.1. 4.1.3
Without derogating from the provisions of 4.1.1. above, the
following further parties listed below shall, subject to the
provisions of this letter, also be entitled to use the Customer's
Electronic Banking Transactional Limits in such amounts as the Bank
may from time to time in its sole discretion allow, and such
parties shall accordingly be deemed to be included in the
definition of "Additional Parties" for the purposes of this
paragraph 4.1: 4.1.3.1 Hartebeesfontein Gold Mine Company Limited;
4.1.3.2 East Rand Proprietary Mines Limited. 4.1.4 Without
prejudice to the Bank's rights in terms of any other provisions of
this paragraph 4.1., the Customer hereby indemnifies and holds the
Bank harmless, against any loss or damage of whatsoever nature,
which the Bank may suffer or sustain, arising from, or relating to
the utilisation of the Facilities by any Additional Party in terms
of this letter. 4.2 PROVISION OF INFORMATION The Customer by its
signature hereto, undertakes to furnish the Bank with: 4.2.1 signed
copies of the annual audited financial statements in respect of
such parties as the Bank may require, as soon as those financial
statements are ready 3 and available, but in any event within a
period of 90 days from the end of the financial year to which they
relate; 4.2.2 such further information as the Bank may require,
from time to time. 4.3 FURTHER UNDERTAKINGS The Customer by its
signature hereto, undertakes to the Bank: 4.3.1 that the amount in
the call deposit account ceded and pledged by the Customer to the
Bank in terms of the cession and pledge document dated 10 November
2003 in favour of the Bank, will at all times exceed one times the
amount of the utilisation at any point in time under the Guarantees
by Bank facility. 5. ACCEPTANCE To indicate your acceptance of the
aforegoing, kindly initial each page of the attached duplicate of
this letter (including any appendices hereto), sign the
acknowledgement on the final page of the letter and return same to
the Bank, in which event the Bank shall require and the Customer by
its signature hereto undertakes to procure that: 5.1 together with
this letter, the Bank is furnished with a certified copy/ies of a
supporting resolution/s in relation to this facility letter along
the lines of the enclosed specimen/s or in a format otherwise
acceptable to the Bank; 5.2 prior to returning this letter to the
Bank, the Customer's Company Secretary signs the confirmation at
the foot of this letter and to the extent that the memorandum and
articles of the Customer have been amended since they were
furnished to the Bank, provides the Bank with copies of the
amending resolutions together with this letter. 6. CONFLICT 6.1 The
terms and conditions of this letter, any appendices to this letter
and any separate terms and conditions (embodied in writing) or
written agreements relating to a facility, shall be read together,
provided that should a conflict exist or arise: 6.1.1 the separate
terms and conditions relating to a particular facility shall
prevail; and 6.1.2 subject to 6.1.1. the contents of this letter
shall prevail over any appendices hereto. 6.2 To the extent there
are any undertakings, warranties or the like by the Customer or any
other party, contained in this letter or any of its appendices,
such undertakings, warranties or the like do not in any way
prejudice or detract from the Bank's rights with respect to
facilities that are repayable or terminable in terms of paragraph 2
of appendix "A". 4 Yours faithfully U Khan ACCOUNT EXECUTIVE TERMS
AND CONDITIONS ACCEPTED SIGNED
AT_______________________________________ ON
__________________________ December __, 2003 For: DURBAN ROODEPOORT
DEEP LIMITED (REGISTRATION NUMBER: 1895/0009226/06) Signature: /s/
W.G. Koonin /s/ J.H. Dissel --------------------------
--------------------------- Physical Address: DRD Building 45
Empire Rd. Parktown Telephone No.: + 2711 381 7800 Facsimile No.: +
2711 482 1022 CONFIRMATION BY COMPANY SECRETARY I,
__________________________________, THE COMPANY SECRETARY OF THE
CUSTOMER, DO HEREBY CONFIRM THAT THE MEMORANDUM AND ARTICLES OF
ASSOCIATION OF THE CUSTOMER [*HAVE NOT BEEN AMENDED SINCE HAVING
BEEN FURNISHED TO THE BANK ON OR ABOUT 22 AUGUST 2000 /HAVE BEEN
AMENDED BY THE SPECIAL RESOLUTIONS ENCLOSED HEREWITH] SIGNED AT
________________________________ON __________________________ 2003.
_____________________ COMPANY SECRETARY *delete and initial
whichever not applicable. APPENDIX A GENERAL TERMS AND CONDITIONS
1. DEFINITIONS 1.1 In this appendix, words and phrases shall,
unless the context indicates otherwise, or the relevant word or
phrase is defined separately in this appendix, bear the meanings
assigned to them in the letter of offer ("THE OFFER LETTER") to
which this document forms an appendix. 1.2 The Offer Letter
together with all appendices thereto is referred to as "THE
FACILITY LETTER". 1.3 "BUSINESS DAY" shall mean any day which is
not a Saturday, Sunday or public holiday in South Africa and, in
the case of an offshore loan, not a public holiday in the country
of the currency in which the loan has been or is requested to be
granted, or in the Isle of Man (in the case where the loan has been
or is requested to be granted out of the Isle of Man). 1.4
"SUBSIDIARY COMPANY" or "SUBSIDIARY" shall bear the meaning
prescribed in the Companies Act 61 of 1973, as amended. 2. DURATION
AND REPAYMENT OF FACILITIES Subject to any contrary provisions with
respect to a particular facility (or a particular instrument)
contained in the Offer Letter, or in any other appendices to the
Offer Letter or in any other written agreement: 2.1 each facility
may be terminated by the Bank by notice to the Customer to that
effect in which event the relevant facility/ies shall either be
cancelled forthwith or from any subsequent date stated in that
notice; and/or 2.2 the Bank may, by notice to the Customer, require
all amounts outstanding under all or a particular facility/ies (or
instrument/s) to be repaid immediately or by any later date stated
in such notice; and/or 2.3 the aggregate maximum limit for each
facility may be reduced by the Bank by notice to that effect to the
Customer, in which event all amounts in excess of the limit/s so
reduced shall become immediately repayable; 2.4 if a payment in
terms of a facility falls due on a day which is not a Business Day,
then such payment shall be made on the following Business Day, or
if such day falls in the next calendar month and the Bank so
requires, the immediately preceding Business Day, and the relevant
interest period shall be adjusted accordingly. 3. INTEREST 3.1
Interest shall be: 3.1.1 payable at a rate which shall initially be
determined and may subsequently be altered from time to time by the
Bank; 3.1.2 calculated on the daily balance owing under a facility,
notwithstanding that such balance may have been increased by the
debiting of interest to such balance; 3.1.3 calculated on the basis
of a 365 day year factor, irrespective of whether or not the year
in question is a leap year. 3.2 Any excess availment above the
agreed limit for a facility, shall without prejudice to any other
rights the Bank may have, attract additional interest at a rate of
2,5% p.a. 4. EXCHANGE CONTROL Should the Customer (or any
Additional Party) become subject to the provisions of Exchange
Control Regulation 3(1)(f) the Customer warrants that the
Facilities will be duly reported in the Exchange Control
questionnaire (Form MP79(a)) submitted annually by the Customer (or
Additional Party, as the case may be). 5. CERTIFICATE A certificate
signed by any manager of the Bank (whose appointment or authority
need not be proved) as to any amount owing to the Bank under the
Facility Letter, the rates of interest and any other fact stated
therein, shall, on its mere production, be prima facie proof of the
content of such certificate. 6. PENALTY INTEREST At any time after
the occurrence of an event of default in terms of the Facility
Letter the Bank shall be entitled to levy interest on any amounts
owing under the Facility Letter at the rate of 2,5% (two comma five
per cent) per annum above "Prime" which is defined below,
compounded monthly in arrears, without prejudice to any right which
the Bank may otherwise have as a result of that event of default.
"Prime" is the publicly quoted basic rate of interest per annum
ruling from time to time (as certified by any manager or director
of the Bank, whose appointment it shall not be necessary to prove)
at which the Bank lends on overdraft. 7. FREE OF DEDUCTION All
amounts paid to the Bank under the Facility Letter shall be made
free of deduction or set-off. Should the Customer (or any
Additional Party) be compelled by law to withhold or deduct any
taxes or other charges from any amounts payable to the Bank, the
amounts payable to the Bank shall be increased to the extent
necessary to ensure that the Bank receives the amounts payable,
free of such withhold or deduction. 8. ALLOCATION OF PAYMENTS The
Bank will be entitled to allocate any payments received under the
Facility Letter to any indebtedness of the Customer (or any
Additional Party) to the Bank and the Customer waives any rights it
may have to name the debt in respect of which payment is made. 9.
WARRANTIES The Customer by its signature hereto, represents and
warrants to the Bank on the date of signature hereof and, in the
case of paragraphs 9.1. to 9.4. on each date upon which a facility
is utilised, that: 9.1 it is a corporation duly registered and
existing under the laws of the Republic of South Africa (if the
Customer is cited as a corporation in this letter); 2 9.2 it has
full power to enter into and perform in terms of the Facility
Letter and has taken all necessary corporate and other actions to
authorise the borrowings hereunder, including such steps as may be
necessary to comply with the provisions of Article 60 of Table A or
Article 61 of Table B of the Companies Act 1973 (as amended) if
applicable; 9.3 the Facilities constitute legal, valid, binding and
enforceable obligations of the Customer; 9.4 no litigation,
arbitration or administrative proceeding is presently in progress
or, to the knowledge of the Customer, pending or threatened against
it, or any of its assets or assets to be acquired which relate to
the Facilities or which would have a materially adverse effect on
the financial condition of the Customer; 9.5 it has disclosed to
the Bank any and all material information which may have affected
the Bank's decision to grant the Facilities. 10. CHANGE IN
CIRCUMSTANCES AND COMMITMENT FEE 10.1 Notwithstanding anything
containe