Report on Form 6-K dated March 09, 2015

Commission File Number 1-14846

AngloGold Ashanti Limited

(Name of registrant)

76 Jeppe Street

Newtown, 2001

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

South Africa

(Address of principal executive offices)

Form 40-F

Yes

Yes

Yes

Enclosure: Press release:

1.

INTERPRETATION .....................................................................................................................................3

2.

FACILITY ....................................................................................................................................................15

3.

PURPOSE .....................................................................................................................................................18

4.

CONDITIONS PRECEDENT ....................................................................................................................18

5.

DRAWDOWN ...............................................................................................................................................18

6.

REPAYMENT ...............................................................................................................................................19

7.

PREPAYMENT AND CANCELLATION ..................................................................................................20

8.

INTEREST PERIODS ................................................................................................................................ 23

9.

INTEREST ....................................................................................................................................................23

10.

PAYMENTS ..................................................................................................................................................25

11.

TAXES ...........................................................................................................................................................27

12.

MARKET DISRUPTION ............................................................................................................................29

13.

INCREASED COSTS ..................................................................................................................................30

14.

ILLEGALITY ...............................................................................................................................................31

15.

MITIGATION ...............................................................................................................................................31

16.

REPRESENTATIONS AND WARRANTIES.............................................................................................31

17.

UNDERTAKINGS ........................................................................................................................................35

18.

EVENTS OF DEFAULT ..............................................................................................................................44

19.

THE AGENT AND THE MANDATED LEAD ARRANGER .................................................................47

20.

FEES ..............................................................................................................................................................53

21.

EXPENSES ...................................................................................................................................................55

22.

STAMP DUTIES ..........................................................................................................................................55

23.

INDEMNITIES ............................................................................................................................................56

24.

EVIDENCE AND CALCULATIONS ........................................................................................................57

25.

AMENDMENTS AND WAIVERS .............................................................................................................57

26.

CHANGES TO THE PARTIES ..................................................................................................................59

27.

DISCLOSURE OF INFORMATION .........................................................................................................63

28.

SET-OFF .......................................................................................................................................................64

29.

PRO RATA SHARING ................................................................................................................................65

30.

SEVERABILITY .........................................................................................................................................66

31.

COUNTERPARTS .......................................................................................................................................66

32.

NOTICES ......................................................................................................................................................66

33.

LANGUAGE .................................................................................................................................................67

34.

JURISDICTION ...........................................................................................................................................68

35.

WAIVER OF IMMUNITY ..........................................................................................................................68

36.

INTEGRATION ............................................................................................................................................68

37.

GOVERNING LAW .....................................................................................................................................69

THIS AGREEMENT is dated 3 December 2013 and made

BETWEEN:

(1)

(2)

(3)

(4)

(5)

IT IS AGREED as follows:

In this Agreement:

Bank means:

(a)

an Original Bank; or

(b)

Breakage Costs means the amount (if any) by which:

(a)

exceeds:

(b)

Breakage Gains means the amount (if any) by which:

(a)

exceeds:

(b)

Business Hours means 08h00 to 17h00.

Commitment means:

(a)

(b)

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

Defaulting Bank means any Bank:

(a)

(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 5 (five) Business Days of its due date; or

(ii)

(iii)

Disruption Event means either or both of:

(a)

(b)

(i)

from performing its payment obligations under this Agreement; or

(ii)

from communicating with other Parties in accordance with the terms of this Agreement,

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)

(a)

(b)

(c)

(d)

Event of Default means an event specified as such in Clause 18 (Events of Default).

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 5 (five) Business Days' notice,

FATCA Application Date means:

(a)

(b)

(c)

Final Maturity Date means the 5th (fifth) anniversary of the Effective Date or, if that is not a Business Day, the immediately preceding Business Day.

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

Financial Indebtedness means any indebtedness 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)

(f)

(g)

(h)

(i)

Group means the Borrower 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)

(b)

the Agent otherwise rescinds or repudiates a Finance Document;

(c)

(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 5 (five) Business Days of its due date; or

(ii)

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)

(c)

(d)

(e)

(i)

(ii)

(f)

(g)

(h)

(i)

(j)

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

"JIBAR" means, in relation to any Loan:

(a)

the applicable Screen Rate; or

(b)

Johannesburg Interbank Market means the South African interbank market.

(a)

(b)

(c)

Margin means the rate of 1.2% (one point two per cent) per annum.

Material Subsidiary means any Subsidiary of the Borrower:

(a)

(i)

(ii)

(iii)

(b)

(c)

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

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

Party means a party to this Agreement.

Permitted Reorganisation means:

(a)

any Specified Corporate Restructuring: or

(b)

Project Finance Indebtedness means:

(a)

(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)

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

(c)

Restricted Party means a person that is:

(a)

(b)

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 amount of the maturing Loan;

(c)

in the same currency as the maturing Loan; and

(d)

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)

(d)

(together the Sanctions Authorities).

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

South Africa means the Republic of South Africa.

(a)

he rationalisation of the Moto holding structure to eliminate the Australian intermediary

holding entities that hold the Kibali operations, to be achieved by:

(i)

(ii)

(iii)

(iv)

the liquidation or deregistration of each of Border and MGAL

(b)

(i)

(ii)

the liquidation or deregistration of each of Chemwes, MWS and FUSA;

(c)

(i)

(ii)

(iii)

the liquidation or deregistration of Brasil Mineraçao; and

(d)

Subsidiary means any company or corporation:

(a)

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

(b)

(c)

(d)

which is a subsidiary of another subsidiary of another company or corporation,

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

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

(a)

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

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

a material adverse effect means:

(A)

(B)

(viii)

(A)

(B)

(ix)

(x)

(xi)

(xii)

(xiii)

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

(xiv)

(xv)

a person includes its successors and assigns;

(xvi)

(xvii) a time of day is a reference to Johannesburg time.

(b)

(c)

(d)

(e)

(f)

(i)

(ii)

(a)

(b)

(c)

(a)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

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

(vii)

(b)

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

(i)

(ii)

(c)

(d)

(e)

(i)

(ii)

the New Bank were references to that Increase Bank; and

(iii)

a re-transfer were references to a transfer.

(f)

(a)

(b)

(a)

(b)

(c)

(i)

(ii)

(a)

the Repeating Representations are correct in all material respects; and

(b)

(c)

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

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

(a)

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

(b)

the amount of the Loan is:

(i)

(ii)

the balance of the undrawn Total Commitments; or

(iii)

such other amount as the Agent may agree;

(c)

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

(d)

the payment instructions comply with Clause 10 (Payments); and

(e)

it is signed and dated by an Authorised Signatory.

(a)

(b)

(c)

(a)

(b)

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

(c)

(i)

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

(ii)

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.

II.

(B)

I.

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

II.

(d)

No Loan may be outstanding after the Final Maturity Date.

(e)

(f)

(g)

(h)

(a)

(i)

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

(ii)

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

(iii)

(b)

(a)

(b)

(a)

If:

(i)

(ii)

(iii)

(A)

give a written notice of prepayment and cancellation to that Bank through the Agent; or

(B)

(b)

(i)

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

(ii)

the Commitment of the relevant Bank shall be cancelled.

(c)

(d)

(e)

(i)

the Borrower shall have no right to replace the Agent;

(ii)

(iii)

(iv)

(v)

(f)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(e)

(a)

(b)

(a)

Margin;

(b)

JIBAR; and

(c)

Mandatory Costs.

(a)

(i)

(ii)

(b)

(c)

(d)

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

(a)

(b)

(a)

(b)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(e)

(a)

(b)

(a)

(i)

(ii)

(iii)

(iv)

(b)

(c)

Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

(a)

(b)

(c)

(d)

(e)

(f)

(a)

(b)

(c)

The Borrower shall:

(i)

(ii)

(iii)

(a)

(b)

(i)

any law or regulation;

(ii)

any policy of that Finance Party;

(iii)

any fiduciary duty; or

(iv)

any duty of confidentiality.

(c)

(a)

(b)

If:

(a)

(b)

(i)

(ii)

(a)

(i)

Margin;

(ii)

(iii)

Mandatory Costs.

(b)

(c)

(a)

(i)

(ii)

compliance with any regulation made after the date of this Agreement,

(b)

In this Agreement increased cost means:

(i)

(ii)

(iii)

(iv)

Clause 13.1 (Increased costs) does not apply to any increased cost:

(a)

described within Clause 11 (Taxes);

(b)

(c)

attributable to FATCA; or

(d)

(a)

that Bank may notify the Borrower through the Agent accordingly; and

(b)

(c)

the Commitment of that Bank shall be cancelled.

(a)

(b)

(a)

(b)

(a)

(b)

The Borrower's:

(a)

(b)

agreement that this Agreement is governed by South African law; and

(c)

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.

(a)

any law or regulation or judicial or official order; or

(b)

its constitutional documents; or

(c)

and which is material in the context of this Agreement.

(a)

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

(b)

(a)

(i)

have been prepared in accordance with IAS consistently applied; and

(ii)

(b)

(a)

(b)

(a)

In this Clause: Money Laundering Laws means all applicable anti-money laundering laws.

(b)

(i)

is a Restricted Party;

(ii)

as of the date of this Agreement, is in breach of any Sanctions;

(iii)

(iv)

(c)

(d)

(a)

(b)

The Repeating Representations are deemed to be repeated by the Borrower on:

(i)

the date of each Request;

(ii)

each Drawdown Date,

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

(c)

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

(a)

(b)

(a)

(b)

(c)

(d)

(a)

The Borrower shall supply to the Agent:

(i)

(ii)

(b)

(i)

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

(ii)

(a)

(i)

the Agent and the Bank agree;

(ii)

the Borrower and the Agent designate an electronic website for this purpose;

(iii)

the Borrower notifies the Agent of the address of and password for the website; and

(iv)

the information posted is in a format agreed between the Borrower and the Agent.

(b)

(i)

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

(ii)

within 10 (ten) Business Days of request any other Bank, if that Bank so requests.

(c)

The Borrower must, promptly upon becoming aware of its occurrence, notify the Agent if:

(i)

the website cannot be accessed;

(ii)

(iii)

the password for the website is changed; or

(iv)

The Borrower 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)

(b)

Paragraph (a) does not apply to:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

A.

B.

C.

the Security Interest is discharged within 6 (six) months;

(viii)

(ix)

(x)

(a)

(b)

(a)

(b)

Paragraph (a) does not apply to:

(i)

(ii)

(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)

(a)

(b)

(c)

Subparagraph (b) shall not apply to:

(i)

A.

B.

(ii)

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

(iii)

(iv)

any acquisition constituting part of any Permitted Reorganisation.

The Borrower shall, and shall procure that each Material Subsidiary will:

(a)

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

(b)

The Borrower shall, and shall procure that each member of the Group will:

(a)

(b)

(c)

(d)

(i)

(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 17.18:

(i)

(ii)

(iii)

(iv)

(v)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(b)

(c)

(d)

(e)

(f)

(i)

(ii)

in respect of each other Measurement Period, 3:1.

(a)

If:

(i)

(ii)

any change in the status of the Borrower after the date of this Agreement; or

(iii)

(b)

(a)

(b)

(a)

its failure to pay is caused by:

(i)

an administrative or technical error; or

(ii)

a Disruption Event; and

(b)

payment is made within:

(i)

in the case of (a)(i) above, 3 (three) Business Days of its due date; or

(ii)

in the case of (a)(ii) above, 3 (three) Business Days of its due date.

The Borrower does not comply with Clause 17.18(f) (Financial covenant).

(a)

(b)

(c)

(d)

(e)

(a)

(b)

(c)

(d)

(a)

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

(i)

(ii)

(b)

(c)

(d)

(e)

(a)

(b)

(c)

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

(a)

in the business or financial condition of the Borrower or the Group as a whole; or

(b)

(a)

cancel the Total Commitments;

(b)

(c)

(a)

(b)

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

(i)

(ii)

(c)

(a)

(b)

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)

(b)

the collectability of amounts payable under any Finance Document; or

(c)

(a)

(b)

(a)

(b)

The Agent may:

(a)

(b)

(c)

(a)

(b)

(a)

(b)

(c)

(d)

Except as provided above, the Agent has no duty:

(i)

(ii)

(a)

(b)

Each of the Agent, the Lead Arranger and the Mandated Lead Arranger may:

(i)

carry on any business with the Borrower or its related entities;

(ii)

(iii)

(c)

(d)

(e)

(a)

(b)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(i)

(ii)

(iii)

(a)

(b)

(a)

(b)

(a)

(b)

the occurrence of a Default; or

(c)

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

(a)

(b)

(a)

(b)

(c)

(i)

(ii)

any day on which that Bank is a Defaulting Bank.

(a)

(i)

(ii)

(iii)

on the amount of that Bank's participation in the Loans.

(b)

(a)

(b)

(i)

(ii)

(c)

(d)

(a)

the negotiation, preparation, printing and execution of:

(i)

this Agreement and any other documents referred to in this Agreement; and

(ii)

(b)

(a)

(i)

(ii)

(iii)

(b)

(a)

(i)

the occurrence of any Default;

(ii)

(iii)

the operation of Clause 18.15 (Acceleration);

(iv)

(v)

(b)

(a)

(b)

(a)

An amendment or waiver which relates to:

(i)

the definition of Majority Banks in Clause 1.1 (Definitions);

(ii)

(iii)

(iv)

a change to the identity of the Borrower;

(v)

a term of a Finance Document which expressly requires the consent of each Bank; or

(vi)

(b)

The rights and remedies of each Finance Party under the Finance Documents:

(a)

(b)

are cumulative and not exclusive of its rights under the general law; and

(c)

may be waived only in writing and specifically.

(a)

(i)

(ii)

(b)

(i)

any Bank which has notified the Agent that it has become a Defaulting Bank; or

(ii)

(a)

(b)

it will not count as a Bank for the purposes of Clause 25.2 (Exceptions).

(a)

(i)

(ii)

(b)

(i)

the Borrower shall have no right to replace the Agent;

(ii)

(iii)

(iv)

(a)

(b)

(c)

(d)

If:

(i)

(ii)

(e)

(a)

(i)

(ii)

the financial condition of the Borrower;

(iii)

(iv)

and any representations or warranties implied by law are excluded.

(b)

(i)

(ii)

(a)

Nothing in any Finance Document obliges an Existing Bank to:

(iii)

(iv)

(a)

(b)

(c)

On the Transfer Date:

(i)

(ii)

(iii)

(iv)

(v)

the Permitted Transferee shall become a Party as a Bank.

(a)

(b)

(i)

(ii)

(a)

Each Bank may fulfil its obligations in respect of any Loan through an Affiliate if:

(i)

(ii)

(b)

(a)

(b)

(a)

In this Clause:

Permitted Parties means a Bank and any of its Affiliates.

(b)

(i)

its Affiliates;

(ii)

(iii)

(iv)

(v)

(vi)

(c)

(i)

name of the Borrower;

(ii)

country of domicile of the Borrower;

(iii)

place of incorporation of the Borrower;

(iv)

date of this Agreement;

(v)

the names of the Agent, the Lead Arranger and the Mandated Lead Arranger;

(vi)

date of each amendment and restatement of this Agreement;

(vii)

amount of Total Commitments;

(viii)

currency of the Facility;

(ix)

type of Facility (i.e. that it is a revolving credit facility);

(x)

Final Maturity Date of the Facility;

(xi)

(xii)

such other information agreed between such Finance Party and the Borrower,

(d)

(e)

(f)

The Agent shall notify the Borrower and other Finance Parties of:

(i)

(ii)

(a)

(b)

(c)

(d)

(e)

If under Clause 29.1 (Redistribution):

(a)

(b)

the recovering Finance Party has paid a redistribution in relation to that recovery,

(a)

(b)

(a)

(b)

(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)

(i)

agree and such agreement is not revoked by either Party;

(ii)

(iii)

(b)

(a)

(i)

(ii)

(b)

The address, telephone and facsimile numbers of the Borrower are:

Address: 76

Jeppe

Street

Newtown

Johannesburg

2001

Fax: +2786

678

9333

Telephone: +2711

637

6285

Rob Hayes

(c)

The address, telephone and facsimile numbers of the Agent are:

Address: 6

Floor, Block I

Nedbank 135 Rivonia Campus

135 Rivonia Road

Sandown

2196

South Africa

Fax:

+2711 294 1333

For the attention of:

Corporate Banking and Credit Risk

(d)

(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)

The Borrower:

(a)

(b)

(a)

in any other court of competent jurisdiction; or

(b)

concurrently in more than one jurisdiction.

The Borrower irrevocably and unconditionally:

(a)

(b)

(c)

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

Nedbank Limited (acting through its Corporate Banking division)

1,000,000,000

Absa Bank Limited

500,000,000

1.

A copy of the constitutional documents of the Borrower.

2.

A certified copy of a resolution of the board of directors of the Borrower:

(a)

approving the terms of, and the transactions contemplated by, this Agreement; and

(b)

authorising a specified person or persons to execute this Agreement on its behalf.

3.

4.

A list of current Material Subsidiaries.

5.

6.

7.

8.

A certified copy of a certificate of good standing and/or a solvency certificate of the Borrower.

9.

10.

An original of each Fee Letter, duly executed by all parties thereto.

11.

12.

A certificate of an Authorised Signatory of the Borrower:

(a)

(b)

13.

A copy of the current structure chart of the Group.

14.

15.

16.

(a)

(b)

The Mandatory Cost is expressed as a percentage rate per annum.

(c)

(d)

(e)

(a)

(b)

(a)

(i)

any change in law or regulation; or

(ii)

To:

Nedbank Limited (acting through its Corporate Banking division) as Agent

From: AngloGold Ashanti Limited

Date: [ ]

1.

We request a Loan as follows:

(a)

Drawdown Date: [ ]

(b)

Amount: ZAR [ ] ([ ] Rand)

(c)

Interest Period: [ ]

(d)

Payment instructions: [ ].

2.

By:

AngloGold Ashanti Limited

Authorised Signatory

We refer to Clause 26.5 (Procedure for transfer):

The proposed Transfer Date is [ ].

The [Facility Office/office]

and address through which the New Bank will perform its

[insert relevant details]

[[Facility Office/Office],

payments,]

[Existing Bank]

[New Bank]

By:

By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ].

[Agent]

By:

(a)

(b)

(a)

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

(b)

(c)

(d)

(e)

(f)

(a)

(b)

To:

Nedbank Limited (acting through its Corporate Banking division) as Agent

From: AngloGold Ashanti Limited

Date: [ ]

(the Agreement)

1.

We refer to the Agreement. This is a Compliance Certificate.

2.

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].

By:

………………………………….

………………………………….

Name of director

Name of director

[insert applicable certification language]

for

[auditors of the Borrower]

To:

Nedbank Limited (acting through its Corporate Banking division) as Agent

From: [ ] (the Increase Bank)

Dated:

1.

We refer to the Agreement. This is an Increase Confirmation.

2.

We refer to Clause 2.2 (Increase) of the Agreement.

3.

4.

5.

6.

7.

8.

9.

10.

[Increase Bank]

By:

Agent

By:

1.

2.

3.

4.

5.

1.

Barclays Bank

1.

BNP Paribas

2.

Citibank N.A., South African Branch

3.

Royal Bank of Scotland

4.

The Hongkong and Shanghai Banking Corporation Limited Johannesburg Branch

5.

The Standard Bank of South Africa Limited

6.

Royal Bank of Scotland plc

7.

UBS AG

8.

Absa Bank Limited

9.

The Development Bank of Southern Africa Limited

10. Investec Bank Limited

11. Nedbank Limited

12. Standard Chartered Bank Limited

13. FirstRand Bank Limited

By:

/s/ M E SANZ PEREZ________

Name:

M E Sanz Perez

Title:

EVP: Group Legal, Commercial & Governance