<Page>
EXHIBIT 4.49
SCMB
CORPORATE BANKING DIVISION
PRIVATE AND CONFIDENTIAL Standard Bank Centre P O Box 61344
3 Simmonds Street Marshalltown 2107
Johannesburg 2001
The Directors S.W.I.F.T SBZA ZA JJ
Durban Roodepoort Deep Limited Telegrams "STANMERBANK"
PO Box 82291 Telex 4-87620, 4-87629
Southdale Fax (011) 636-2371
2135 Telephone
Switchboard (011) 636-9115
ATTENTION : MR IAN MURRAY
Date Direct telephone number In reply please quote Your reference
our reference
07 October 2002 (011) 636-3527 WVDM/tdj
Dear Sirs
BANKING FACILITIES
The Standard Bank of South Africa Limited (including alt 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,
and fulfilment or waiver of any conditions precedent mentioned herein, be
subject to the revised terms and conditions (including but not limited to any
revised limits) contained in this letter and in Annexures "A" and "B" hereto.
1. THE FACILITIES
<Table>
<Caption>
--------------------------------------------------------------------
NATURE OF FACILITY MAXIMUM AGGREGATE LIMIT
--------------------------------------------------------------------
General Short Term Banking Facility R 60 000 000
("GSTBF")
--------------------------------------------------------------------
Business Mastercard R 30 000
--------------------------------------------------------------------
</Table>
<Page>
2
<Table>
- --------------------------------------------------------------------------------
STANNIC
Liquidating Credit Line R 250 000
Fleet Management Service R 12 000
- --------------------------------------------------------------------------------
GUARANTEES BY BANK
Performance Guarantees R 6 000 000
- --------------------------------------------------------------------------------
DERIVATIVE PRODUCTS
Forward Exchange Contracts R 110 000 000
(Maturities within 370 days)
- --------------------------------------------------------------------------------
ELECTRONIC BANKING TRANSACTIONAL LIMITS
- CORPORATE ACCESS TERMINAL SYSTEM (CATS)
- Own Accounts R 21 000 000
- Same Day Soonest Value Services (SSVS) R 92 700 000
- ELECTRONIC FUNDS TRANSFER SERVICE (EFTS)
- Monthly R 17 800 000
- December R 17 800 000
- --------------------------------------------------------------------------------
</Table>
2. CONDITIONS PRECEDENT
2.1 The facilities shall be subject to the revised terms and conditions
in this letter and any annexures hereto upon fulfilment, to the
satisfaction of the Bank of the following conditions precedent:
2.1.1 that all the securities referred to under the heading
"Security" in this facility letter have been properly
furnished to the Bank together with such supporting
resolutions as the Bank may require;
2.1.2 that all formalities referred to in this facility letter 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 Notwithstanding anything to the contrary in this letter, until such
time as the said conditions precedent have been fulfilled or
waived, the facilities shall continue to be
<Page>
3
subject to the terms and conditions currently pertaining thereto
and should any of the facilities be withdrawn or repayment thereof
be demanded by the Bank during such period, this letter shall be of
no further farce or effect (even if the conditions precedent are
subsequently met) and the facilities shall be governed by the
current terms and conditions pertaining thereto.
3. SECURITY
3.1 Any security currently held by the Bank shall also constitute
security for the facilities.
3.2 In addition and without prejudice to any security already held by
the Bank, the Bank requires the following as security for all the
Customer's indebtedness to the Bank from time to time, howsoever
arising:
3.2.1 cross suretyships in favour of the Bank and on terms and
conditions acceptable to the Bank, between the Customer and
Crown Consolidated Gold Recoveries Limited.
3.3 The security referred to in this paragraph is in addition to and
not in substitution for any security arrangements made in terms of
any separate terms and conditions of specific 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
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 which
may at any time be or become owing to
<Page>
4
the Bank 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 annexures 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:
<Page>
5
4.1.3.1 Crown Gold Recoveries 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 Bank requires the Customer, and the Customer undertakes by its
signature hereto, to furnish the Bank with:
4.2.1 signed copies of annual audited financial statements in
respect of such parties as the Bank may require, as soon as
those financial statements are ready 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 MATTERS REQUIRING THE BANK'S CONSENT
The Customer by its signature hereto, undertakes to the Bank that it
will not and it will procure that its subsidiaries do not, without the
Bank's prior written consent:
4.3.1 incur any further borrowings.
4.4 FURTHER UNDERTAKINGS
The Customer by its signature hereto, undertakes to the Bank:
4.4.1 that it will approach the Bank first (unless it wishes to
approach a bank which is not situated in the Republic OF
South Africa) for the financing of any facility, to settle
the GSTBF, notwithstanding that the Bank has no obligation to
offer the aforesaid facility to the relevant party/ies, that
it will furnish the Bank with all the information which it
may request in regard to the above and that it will
<Page>
6
give the Bank a reasonable time within which to make the
above offer, whereafter the Customer, may approach another
financier in respect thereof.
4.5 REDUCTION IN GSTBF
Without prejudice to any of the Bank's right in terms of paragraph
2 of Annexure A the Maximum Aggregate Limit in respect of the GSTBF
shall automatically reduce to Nil on 7 April 2003, on which date
all amounts in excess of the reduced Maximum Aggregate Limit shall
be immediately due and payable to the Bank.
5. ACCEPTANCE
To indicate your acceptance of the aforegoing, kindly initial each page
of the attached duplicate of this letter (including any annexures
hereto), sign the acknowledgement on the final page of the letter as
acceptance of the terms and conditions of the facilities and return
same to the bank before 30 November 2002, in which event the Bank shall
require (and the Customer by its signature hereto undertakes to provide
to the Bank):
5.1 a certified copy of the memorandum and articles of association of
the Customer, the Additional Parties, and all parties required to
furnish the Bank with security in terms of this letter, as well as
any special resolutions registered to date and/or any founding
statements, association agreements, trust deeds, letters of
authority or other documents as the Bank may request;
5.2 a certified copy of a supporting resolution in relation to this
facility letter along the lines of the enclosed specimen.
6. CONFLICT
6.1 The terms and conditions of this letter, any annexures 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 the contents of this letter shall prevail over any annexures
hereto.
<Page>
7
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 annexures, 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 annexure A.
Yours faithfully
/s/ David Austen p.p.
W. Van Der Merwe
ACCOUNT EXECUTIVE
TERMS AND CONDITIONS ACCEPTED
SIGNED AT JOHANNESBURG ON 7 OCTOBER
For: Durban Roodepoort Deep, Limited (Registration Number: 1895/000926/06)
Signature: /s/ Ian Murray IAN MURRAY
--------------
Physical
Address: 45 Empire Road
PARKTOWN
Tel: 381-7807
Fax: 482-4643
Signature Verified
For The Standard Bank of South Africa
(Signed) Manager Sale Support
[LAST SIGNED ON 7 OCTOBER 2002]
##
<Page>
8
[PICTURE OMITTED]
<Page>
9
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
1.1 In this annexure, words and phrases shall, unless the context indicates
otherwise, or the relevant word or phrase is defined separately in this
annexure, bear the meanings assigned to them in the letter of offer
("the offer letter") to which this document forms an annexure.
1.2 The offer letter together with all annexures thereto is referred to as
"the facility letter".
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 annexures 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.
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 outer 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 be prima facie proof of the content of such certificate.
6. PENALTY INTEREST
All amounts payable to the Bank in terms of the facility letter which
are not paid on the due date thereof shall with effect from that date
bear interest 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 non-payment. "Prime" is the publicly quoted basic rate
of interest per annum ruling from time to time (as certified by any
general 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 amount 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 throughout the currency of the facility letter 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):
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
authorize 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
<Page>
10
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/COMMITMENT FEE
10.1 Notwithstanding anything contained in the facility letter to the
contrary, if any change in or introduction of any law, regulation,
ruling, directive, policy and/or guidelines or any other similar event
with which the Bank or any of its divisions is obliged to comply and/or
which is in accordance with the practice of a responsible banker, or
any interpretation or administration thereof, results in any increase
to the Bank in the cost of maintaining and/or providing any of the
facility options or any unutilized portions thereof, the Bank reserves
the right to recover such additional costs from the Customer on demand.
10.2 As the Bank is obliged in terms of current legislation to observe
reserving requirements for maintaining unutilized facilities where
commission is payable funds is for periods in excess of 365 days, the
Bank reserve the right to levy a commitment fee at its usual rates
prevailing from time to time and in accordance with normal banking
practice, for keeping any unused portion of the facilities at the
Customer's disposal.
11 LEGAL CHARGES
All legal costs/fees (on the attorney and own client scale) and other
charges and expenses in connection with the facilities including but
not limited to all costs incurred by the Bank in the enforcement of any
of its rights under the facility letter, the preparation of the
facility letter or any other documentation in relation hereto, the
registration and eventual cancellation of any mortgage bonds referred
to in the facility letter, and the premiums on any insurance
policy/ies) which may be ceded to the Bank together with the stamp duty
due on the required security documents, will be for the account of the
Customer and payable on demand.
12. WHOLE AGREEMENT,. VARIATION OF TERMS, NO INDULGENCE
12.1 The agreement created upon acceptance of the facility letter by the
Customer shall constitute the whole agreement between the Bank and the
Customer relating to the subject matter of the facility letter.
12.2 Save for an amendment referred to in the paragraph headed 'Switching
between Facilities' no variation or amendment or consensual
cancellation of any of the terms contained in the facility letter shall
be of any force or effect unless it is recorded in writing and is
signed on behalf of the Bank by one of its authorised officials and
accepted by the Customer.
12.3 No indulgence shown or extension of time given by the Bank shall
operate as an estoppel against the Bank or waiver of any of the Bank's
rights unless recorded in writing and signed by the Bank.
12.4 The Bank shall not be bound by any express or implied term.
representation, warranty, promise or the like not recorded herein,
whether it induced the conclusion of any agreement and/or whether it
was negligent or not.
13. SEVERABILITY
Each provision of the facility letter is severable, the one from the
other and, if at any time any provision is or becomes or is found to be
illegal, invalid, defective or unenforceable for any reason by any
competent court, the remaining provisions shall be of full force and
effect and shall continue to be of full force and effect.
14. GOVERNING LAW
The terms of the facility letter shall be governed by and interpreted
in accordance with the laws of the Republic of South Africa.
15. DOMICILIUM AND NOTICES
15.1 The Customer chooses as its domicilium citandi et executandi for all
purposes in connection with the facility letter at the address set out
under its acceptance of the facility letter. Such domicilium may be
changed to another physical address within the Republic of South Africa
upon 14 days written notice to the Bank,
15.2 Any notices sent/delivered to the Customer shall be deemed to have been
received, if sent/ delivered to this paragraph:
15.2.1 by hand, on the date of delivery;
15.2.2 by prepaid post, 7 days after the date of posting;
15.2.3 by telex or telefacsimile, on the first business day (being a day which
is not a Saturday, Sunday or Public Holiday in the Republic OF South
Africa) following transmission
15.3 notwithstanding anything to the contrary in this paragraph a written
notice or other communication actually received by any party shall be
adequate written notice or communication to it notwithstanding that the
notice was not sent to or delivered at its chosen address.
16. CESSION
Neither the Customer nor any Additional Parties shall be entitled to
cede or delegate their rights and/or obligations in terms of the
facility letter to any party without the prior written consent of the
Bank.
<Page>
11
17. ARBITRATION
If any claim by the Bank in connection with the facilities or
indebtedness to the Bank should be disputed, the matter in dispute may
at the Bank's option be referred to arbitration in accordance with the
arbitration laws of the Republic OF South Africa.
18. DISCLOSURE OF INFORMATION
The Customer authorises the Bank to furnish Standard Bank Investment
Corporation Limited, any other subsidiary or associate company of
Standard Bank Investment Corporation Limited, and any cessionary of the
Bank's rights in terms hereof with any information/documentation they
may request regarding the facilities, the Additional Parties or the
Customer.
19. SWITCHING BETWEEN FACILITIES
The Customer shall be entitled to request that all or part of any
unutilised portions of the maximum aggregate limit for a particular
facility be allocated to another facility. Should the Bank agree to
such request and whether such agreement is notified to the Customer or
not, the maximum aggregate limits for the facilities in question shall
be deemed to be amended accordingly. If a re-allocation is made in
terms of this clause to a type of facility not previously granted, such
new facility will be deemed to have been incorporated in the offer
letter and accordingly in the definition of "the facilities", and the
maximum aggregate limit for such facility shall be the amount allocated
thereto.
In the event of the maximum aggregate limit ('the limit") of any of the
facilities being exceeded at any time, the Bank may without notice and
without prejudice to any of its other rights as a result of such
breach, in its sole discretion elect to eliminate such excess by
appropriating the whole or any portion of the limit/s allocated to the
remaining facilities which are not utilised to increase the limit of
the facility which is in excess.
20. EVENTS OF DEFAULT
20.1 For the purposes of the facility letter each of trio following events
shall be regarded as an event of default:
20.1.1 if the Customer fails to pay any sum due by it to the Bank or to
Standard Bonk investment Corporation Limited or any other subsidiary or
associate company of Standard Bank Investment Corporation Limited, on
the due date therefor,
20.1.2 if the Customer defaults in the due and punctual performance of my
other obligation under the facility fetter or under any other written
agreement between the Customer and the Bank or between the Customer and
Standard Bank Investment Corporation Limited or any other subsidiary of
associate company of Standard Bank Investment Corporation Limited;
20.1.3 if any representation, or warranty or undertaking made or represented
either in respect of the Customer in or pursuant to the facility letter
or in any documents delivered under the facility letter, is not
complied with or is incorrect in any respect;
20.1.4 if the Customer is deemed to be unable to pay its debts in accordance
with the provisions of section 345 of the Companies Act, 1973 (as
amended) or otherwise defaults generally in the payment of its
liabilities;
20.1.5 if a resolution is taken by the members or shareholders of the Customer
or the members or shareholders of any surety/guarantor for the
Customer's indebtedness to the Bank, to voluntarily wind-up any of the
said parties or if any of the said parties or any of their assets
become subject to any sequestration, liquidation or judicial management
order, whether provisional or final, or if any trustee, liquidator.
curator, judicial manager or any similar officer is appointed in
respect of any of the said parties or any of their assets;
20.1.6 if the Customer or any surety/guarantor for the Customer's indebtedness
to the Bank, is unable to pay its debts. suspends or threatens to
suspend payment of all or a material part of (or of a particular type
of) its indebtedness to any other creditors, commences negotiations or
takes any other step with the view to the deferral, rescheduling or
other readjustment of all of (or alt of a particular type of) its
indebtedness to creditors (or of any part of such indebtedness which it
will or might otherwise be unable to pay when due), proposes or makes a
general assignment or an arrangement or composition with or for the
benefit of its creditors or a moratorium is agreed or declared in
respect of or affecting all or a part of the indebtedness of the
Customer or of any surety/guarantor for the Customers indebtedness to
the Bank (as the case may be):
20.1.7 if an attachment, execution or other legal process is levied, enforced,
issued or sued out on or against any assets of the Customer or of any
surety/guarantor for the Customers Indebtedness to the Bank, and is not
discharged or stayed within 30 (thirty) days;
20.1.8 if at any time, the amount outstanding under a facility granted to the
Customer exceeds the maximum aggregate limit for that facility, or the
total amounts outstanding under all of the facilities exceed the total
of the maximum aggregate limits for each facility;
20.1.9 if any sureties in respect of the Customer's indebtedness; to the Bank
deliver a valid and effective notice of termination of liability under
such suretyship;
20.1.10 if the auditors of the Customer in any financial statements of the
Customer published after the signature of the Customer to the facility
letter materially qualifies that annual statement in
<Page>
12
any respects or inserts a note in the supporting documents to that
financial statement relating to any material irregularity;
20.1.11 if there is a material deterioration in the Customer's financial
position. "Material deterioration" shall mean material deterioration In
the Bank's, reasonable opinion.
20.1.12 if the Customer embarks on any process or concludes any transaction in
terms of which the Customer acquires or wilt acquire its own shares, or
in terms of which the Customer assists or proposes to assist one of its
subsidiaries to purchase shares in 'the Customer or in terms of which a
payment will be made to shareholders in terms of S90 of the Companies
Act 61 of 1973, as amended, without the prior written consent of the
Bank;
20.1.13 if the Customer embarks on any process or concludes any transaction in
terms of which the Customer assists, or proposes to assist its holding
company to acquire its own (i.e. the holding company's) shares or where
the Customer acquires shares in its holding company;
20.1.14 should the Bank become aware, at any time, of a fact or circumstance
(whether same was present at or before the time of acceptance of this
facility letter by the Customer or arose thereafter), which in the
reasonably exercised opinion of the Bank has, or could in the future
have, an adverse effect on the Customer's ability to perform any of Its
obligations to the Bank in terms of the facility letter, or prejudice
the Bank's position with respect to the facilities in any other way;
20.1.15 any of the above paragraphs apply to any Additional Party.
20.2 The Bank may without prejudice to any other rights hereunder or at law,
at any time after the happening of an event of default, by written
notice to the Customer:
20.2.1 decline any request by the Customer (or any Additional Party) to draw
down any further monies under the facilities (or any one or more of
them) or to further utilize / or avail of any of the facilities (or any
one or more of them); and/or
20.2.2 require on demand payment of all indebtedness under the facilities (or
any one or more of them) which is then outstanding and whether or not
it is then due for payment, and upon any such demand all that
indebtedness shall immediately become due and payable; and/or
20.2.3 require on demand cash security for any contingent liabilities under
the facilities to the Bank. 20.2.4 The Bank's rights under this
paragraph shall not be exhaustive but shall be in addition to and
without prejudice to any other rights which it may have under the
facility letter or law.
20.4 The contents of this paragraph shall not derogate from the Bank's
rights in relation to any facilities which are repayable and/or
terminable on demand.
TERMS AND CONDITIONS OF SPECIFIC FACILITIES
1. DEFINITIONS
1. In this annexure, words and phrases shall unless the context indicates
otherwise, or the relevant word or phrase is defined separately in this
annexure, bear the meanings assigned to them in the offer letter ('the
offer letter") to which this document forms an annexure.
1.1 The offer letter together with all annexures thereto is referred to as
"the facility letter'.
2. AVAILMENT OF SPECIFIC FACILITIES
The Customer shall only be entitled to avail of those facilities
referred to in the offer letter, which facilities shall in addition to
the terms and conditions contained in the offer letter and any other
annexures thereto and arty separate agreement pertaining to such
facilities, be subject to the relevant terms and conditions for each
facility as set out in this annexure.
3. GSTBF
3.1 AVAILABILITY
3.1.1 Subject to the availability of a particular instrument at a particular
time and any contrary indication in the offer letter or thereafter, any
of the instruments referred to below may be utilised provided that the
aggregate amount outstanding at any point In time, under such
instruments together with any limit afforded to the Customer for a
Revolving Credit Facility, shall not exceed the aggregate maximum limit
granted to the Customer for GSTBF and, neither the Customer nor any of
the Additional Parties shall be entitled to utilise an Instrument to
the extent that such utilisation would result in the said aggregate
maximum limit being exceeded.
3.1.2 Should:
3.1.2.1 there be any change in legislation or in the departmental practice of
arty authority, and in particular without limiting the generality of
the aforegoing, any change it the Income Tax Act 1962 (as amended) or
the Banks Act 1990 (as amended) or any regulations made in terms
thereof, or in the interpretation or application of any such
legislation or departmental practice, by any court or competent
official; or
3.1.2.2 there be any change in banking practice as it affects or is applied by
the Bank and any other financial institution registered in terms of the
Banks Act 1980 (as amended); or
3.1.2.3 any other event occurs which is beyond the control of the Bank;
with the result that an instrument offered in terms hereof is no longer
made available, the Bank may notify the Customer in writing that the
affected instrument will no longer be made available and the Customer
shall, within 5 (five) days of the despatch of such notice elect (or
procure that any Additional Party Wising an affected instrument under
the provisions of the facility letter elects):
3.1.2.3.1 to utilize one or more of the other instruments offered under the
GSTBF;
<Page>
13
3.1.2.3.2 or to settle the amount owing under the affected instrument.
3.2 INSTRUMENTS COMPRISING GSTBF
3.2.1 OVERDRAFT
INTEREST
The initial rate of interest on the overdraft shall be the Bank's Prime
overdraft interest rate, which is the publicly quoted basic rate of
interest per annum (as certified by any manager of the Bank, whose
appointment it shall not be necessary to prove) at which the Bank lends
on overdraft. Such interest will be payable monthly in arrears and be
debited to the relevant current account or, a day convenient to the
Bank, once in each calendar month in arrears.
3.2.2 CALL LOANS
INTEREST
The rate applicable to each call loan, shall be the rate quoted to the
Customer (or an Additional Party) by the Bank prior to the availment of
each such call loan and the Bank shall be entitled to adjust the rate
at its discretion on a daily balls. Interest shall be payable monthly
in swears on dates convenient to the Bank in each calendar month and an
the date of repayment of a call loan.
3.2.3 SHORT TERM LOANS
INTEREST
The rate applicable to each short term loan shall be the rate quoted by
the Bank to the Customer (or an Additional Party) prior to the
availment of each such short term loan. Interest shall be payable on
the due date for repayment of a short term loan unless otherwise agreed
between the Bank and the Customer (or an Additional Party). REPAYMENT
Subject to the Bank's rights in terms of the paragraph headed "Duration
and Repayment of Facilities" in the facility fetter, all amounts
outstanding under each short term loan shall be repayable at the end of
a period as stated by the Bank to the Customer (or any Additional
Party) for each short term loan prior to the advance of each short term
loan.
3.2.4 REVOLVING ACCEPTANCE CREDIT FACILITY AND FOREIGN CURRENCY FINANCE
FACILITY The availment of the revolving acceptance credit facility and
the Foreign Currency Finance Facility shall be subject to the Customer
(or any Additional Party) having agreed to the Bank's separate terms
and conditions pertaining to each of these particular facilities.
3.2.5 OFFSHORE TRADE AND WORKING CAPITAL LOANS
3.2.5.1 OFFSHORE LOAN PROVIDED BY STANDARD FINANCE ISLE OF MAN) LIMITED ("SFL")
OR STANDARD BANK LONDON LIMITED ("SBL"): The availment of this facility
shall be subject to SFL or SBL having agreed to grant the Customer (or
Additional Party) such facility and the Customer (or the Additional
Party, as the case may be) having accepted SFL's or SBL's separate
terms and conditions pertaining to such facility (as the case may be).
For the purposes of calculating the amount outstanding under the GSTBF,
amounts owed to SFL or SBL under this facility shall also be taken into
account and the equivalent rand amount utilised under this facility
shall be calculated by nationally converting the balance outstanding
under this facility on a daily basis, to the rand equivalent using the
Bank's daily spot rate of exchange or the rate specified in an
applicable forward exchange contract, as the Bank may in its sole
discretion decide.
3.2.5.2 Offshore Loans provided by the Bank:
Interest
The rate applicable to each loan advanced by the Bank under this
facility, shall be the rate quoted by the Bank to the Customer (or any
Additional Party) prior to the advance of each such loan. Interest will
be calculated on each loan on the basis of actual days elapsed on a 350
day period (or 365 days for certain currencies determined by the Bank,
such as [original unreadable] of each consecutive interest period (the
duration of which will be the period agreed upon by the Bank and the
Customer (or any Additional Party ) prior to the advance of each' loan)
and on the date of repayment of the loan. unless otherwise agreed by
the Bank.
REPAYMENT
All amounts outstanding under each offshore loan granted under this
facility shall be repayable in the currency in which such loan was
made.
Should the Bank terminate this facility and require repayment of all
amounts outstanding thereunder, the Bank shall be entitled, but not
obliged, in its sole discretion, to advance funds under one of the
other instruments made available under the GSTBF and to utilise the
funds so advanced to settle or reduce the amounts owed to the Bank
under this facility. Any funds advanced by the Bank in terms of this
paragraph will be converted to the currency in which the offshore loans
were made available, at the Bank's spot rate of exchange on the day on
which the funds are used to settle or reduce the amounts outstanding
under this facility or in the Bank's sole discretion the forward
exchange rate provided for in any forward exchange contract which may
he in force at the relevant point in time.
CALCULATION OF RAND AMOUNT UTILISED
For the purposes of calculating the total rand amount utilised under
the GSTBF, the balance outstanding under this facility shall be
notionally converted on a daily basis to the rand equivalent using the
Bank's daily spot rate of exchange.
<Page>
14
EXCHANGE CONTROL APPROVAL
This facility may only be utilised to the extent that such exchange
control approval as may be required, has been obtained (proof of which
has been furnished to the Bank).
3.2.6 OTHER INSTRUMENTS
Any other instruments offered by the Bank as a GSTBF may be utilised,
provided that the Bank has agreed thereto and that the Customer (or the
relevant Additional Party, as the case may be) has executed any
additional documentation which the Bank may require (failing any such
requirements, the facility letter and the Bank's usual terms and
conditions relating to such instrument, shall be applicable).
4. DERIVATIVE PRODUCTS
4.1 The maximum aggregate amount of the value (or nominal value, as the
case may be) of alt contracts which may be concluded under each
derivative product shall not exceed the maximum aggregate limit
recorded for each product in the offer letter.
4.2 It is recorded that to the extent such an - agreement has not already
been concluded, the Bank and the Customer and any Additional Parties
allowed to utilise the derivative products, intend negotiating the
terms of a master agreement which is to be entered into between them in
due course in relation to the derivative products. Such agreement will
comprise the 1992 ISDA Master Agreement (Multicurrency Cross Border) as
published by the International Swaps and Derivatives Association
CISDA"), the schedule to be attached thereto, and any addenda which.
may be attached, (collectively 'the Master Agreement'). Until such time
as the said parties have finally agreed to the terms to be inserted in
the aforesaid schedule and prior to the Master Agreement
Parties who sign the facility letter, agree to be bound by and that the
derivative products shall be subject to the Master Agreement, excluding
addenda but including a schedule which shall be deemed to contain the
following terms only:
4.2.1 for purposes of "Payments on Early Termination" under section 6(e) of
the Master Agreement "Market Quotation" and "the Second Method", will
apply;
4.2.2 the addresses referred to in clause to in clause 12(a) of the Master
Agreement shall be:
4.2.2.1 in respect of the Bank:
Attention : Legal Manager, Risk Management
Division, Treasury Operations
Standard Bank Centre
Entrance 2
3rd Floor
3 Simmonds Street
Johannesburg
2001
Telephone No. (011) 636-9773
Fax No. (011) 636-1792
4.2.2.2 in respect of the Customer and the Additional Parties, the addresses
set out under their acceptance of this facility letter;
4.2.3 the Governing Law in terms of clause 13(a) of the Master Agreement is
South African Law;
4.2.4 the "Termination Currency" referred to in clause 14 of the Master
Agreement means South African Rands.
The Master Agreement and any confirmations issued in terms thereof
shall, in the case only of the derivative products, prevail over the
terms of the facility letter to the extent that a conflict exists
between the two.
5. GUARANTEES AND LETTER OF CREDIT FACILITIES
5.1 The aggregate amount of any and all guarantees and letters of credit
issued by the Bank under guarantee and letter of credit facilities
respectively shall at no time exceed the maximum aggregate limits for
the respective facilities.
5.2 The rate of commission applicable to each guarantee/letter of credit
issued shall be agreed upon at the time the request to issue a
guarantee is made, or alternately, in the absence of such agreement,
the Bank's usual rates of commission shall apply and shall be paid on
demand by the customer.
5.3 Guarantees and letter of credit will only be issued by the Bank under
the guarantee facility/letter of credit facility (as the case may be)
in formats which are approved of by the Bank and upon the signature on
behalf of the Customer (or the relevant additional party, as the case
may be) of the Bank's usual form of application for the issue of a
guarantee/letter of credit.
6. BUSINESS MASTER CARD / CHEQUES MARKED / ELECTRONIC BANKING FACILITIES /
STANNIC/TERM LOAN / PREFERENCE SHARE FACILITY / STRUCTURED FINANCE
FACILITY / ANY FACILITY NOT SPECIFICALLY REFERRED TO IN THIS ANNEXURE
AND WHICH IS OFFERED BY THE BANK TO THE CUSTOMER NO OR IN THE FUTURE
Utilisation of the above facilities is subject to the Bank's usual
terms and conditions pertaining thereto or, if so required by the Bank,
to the Customer (or such Additional Parties, as the Bank may require)
having accepted the Bank's or other entity's separate terms and
conditions pertaining to the facility in question.
------
<Page>
15
DURBAN ROODEPOORT DEEP, LIMITED
("the Company")
EXTRACT FROM A RESOLUTION OF THE DIRECTORS OF
DURBAN ROODEPOORT DEEP, LIMITED
PASSED ON 7 OCTOBER 2002
RESOLVED
1. THAT the Company accepts banking facilities offered to it by The
Standard Bank of South Africa Limited ("the Bank") as set out in the
Bank's letter dated 7 October 2002 and which has been laid before and
approved by this meeting. (Annexure A); and
2. THAT Mr I.L. Murray, in his capacity as chief financial officer of the
Company be and he is hereby authorised and empowered to accept on
behalf of the Company the terms and conditions of the above facilities.
IT IS CERTIFIED THAT:
The borrowings contemplated in the facilities letter are within the borrowing
powers of the Company and its directors;
The proceeds of the facilities will be utilised for purposes falling within the
capacity of the Company; and
The specimen signature of the authorised signatory in terms of the above
resolutions is as follows:
(Signed)
I L MURRAY
CERTIFIED A TRUE COPY
7 - 10 - 2002
- ----------------------- -------------
COMPANY SECRETARY DATE
[LAST SIGNED 7 OCTOBER 2002]