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CORPORATE BANKING DIVISION PRIVATE AND CONFIDENTIAL

Confidentiality Agreement

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DRDGOLD LTD | STANMERBANK | The Standard Bank of South Africa Limited

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Title: CORPORATE BANKING DIVISION PRIVATE AND CONFIDENTIAL
Date: 4/29/2005
Industry: GLDSLV     Sector: BASICM

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EXHIBIT 4

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

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