Net 1 UEPS Technologies, Inc.: Exhibit 10.84 - Filed by newsfilecorp.com






Exhibit 10.84 
EXECUTION

FIRST AMENDMENT AND RESTATEMENT AGREEMENT 

 

DATED 9 MARCH, 2018 

between 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

(as borrower) 

with

NET1 UEPS TECHNOLOGIES, INC 
(Holdco) 

arranged by 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
NEDBANK LIMITED 
(ACTING THROUGH ITS
CORPORATE AND INVESTMENT BANKING DIVISION) 
(the Arrangers) 

and 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
NEDBANK LIMITED 
(ACTING THROUGH ITS
CORPORATE AND INVESTMENT BANKING DIVISION) 
(as Original Senior
Lenders) 

with 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
(as facility agent) 

relating to the Common Terms Agreement, originally dated 21
July, 2017 

 




CONTENTS 

	Clause 	     	Page 
	  	  	  
	  	  	  
	  	  	  
	Schedule 1 	The Parties 	8 
	Schedule 2 	Conditions Precedent 	10 
	Schedule 3 	Amended and Restated Common
      Terms Agreement 	13 
	  	  	  
	Signature Page  	148 


2




THIS AGREEMENT is made between: 

	(1) 	
      NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
      LIMITED, registration number 2002/031446/07 (the
    Borrower);

	 	 
	(2) 	
      NET1 UEPS TECHNOLOGIES, INC. a Florida corporation
      (Holdco);

	 	 
	(3) 	
      THE PARTIES listed in Part I of Schedule 1 (The
      Original Parties) as original guarantors (the Original
      Guarantors);

	 	 
	(4) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division) and NEDBANK LIMITED (acting through its
      CORPORATE AND INVESTMENT BANKING division), as mandated lead
      arrangers (in this capacity, the Arrangers);

	 	 
	(5) 	
      THE FINANCIAL INSTITUTIONS listed in Part II of
      Schedule 1 (The Original Parties) as original lenders (in this capacity,
      the Original Senior Lenders); and

	 	 
	(6) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division) as agent of the other Finance Parties (the
      Facility Agent).



BACKGROUND: 

	(A) 	
      This Agreement is supplemental to, amends and restates
      (but does not novate) the Original Common Terms Agreement (defined
      below).

	 	 
	(B) 	
      The Parties have consented to the amendments to the
      Original Common Terms Agreement contemplated by this
  Agreement.



IT IS AGREED as follows: 

	1. 	
      INTERPRETATION




	1.1 	
      Definitions



In this Agreement: 

	1.1.1 	
      Amended & Restated Common
      Terms Agreement means the Original Common Terms Agreement, as amended
      and restated pursuant to this Agreement.

	 	 
	1.1.2 	
      Amendment Document
      means:




	 	(a) 	
      this Agreement; and

	 	 	 
	 	(b) 	
      the Amended & Restated Common Terms
  Agreement;




	1.1.3 	
      Effective Date means the
      date on which the Facility Agent issues the notice referred to in Clause
      2.1 (Effective Date).

	 	 
	1.1.4 	
      Original Common Terms
      Agreement means the written agreement entitled "Common Terms
      Agreement", dated 21 July, 2017, between, among others, the Borrower (as
      borrower), the Original Senior Lenders and the Facility Agent (as agent of
      the other Finance Parties).

	 	 
	1.1.5 	
      Party means a party to
      this Agreement.

	 	 
	1.1.6 	
      Senior Facility D Agreement
      means the written agreement entitled "Senior Facility D Agreement",
      dated on or about the Signature Date, between the Borrower (as borrower), the Original Senior Facility D
  Lender and the Facility Agent.



3 





	1.1.7 	
      Signature Date means the
      date on which, once this Agreement has been signed by all the Parties, it
      is signed by the last Party to do so.



Unless expressly otherwise defined in
this Agreement, terms and expressions defined in the Amended & Restated
Common Terms Agreement have the same meaning in this Agreement. 

	1.2 	
      Construction



The provisions of clause 1
(Definitions and Interpretation), Clause 33 (Notices) and Clause 36 (General
Provisions) of the Amended & Restated Common Terms Agreement apply to this
Agreement as though they were set out in full in this Agreement, except that
references to the Amended & Restated Common Terms Agreement are to be
construed as references to this Agreement. 

	2. 	
      EFFECTIVE DATE




	2.1 	
      The Original Common Terms
      Agreement will not be amended by this Agreement unless the Facility Agent
      notifies the Borrower and the Lenders that:




	2.1.1 	
      it has received a copy of this
      Agreement duly signed by each Party; and

	 	 
	2.1.2 	
      the Borrower has delivered to
      the Facility Agent all the documents set out in Schedule 2 (Conditions
      Precedent) in form and substance satisfactory to the
  Lenders.



The Facility Agent must give this
notification as soon as reasonably practicable. The requirements set out in this
Clause 2.1 are for the benefit solely of the Finance Parties. The Facility
Agent, acting on the instructions of all the Lenders, may waive or defer
delivery of any or all of the documents set out in Schedule 2 (Conditions
Precedent), subject to such other conditions (if any) as it may determine
(acting on the instructions of all the Lenders). 

	2.2 	
      If the Facility Agent does not
      give the notice contemplated in Clause 2.1 above to the Borrower and the
      Lenders on or before 23:59 on 29 March, 2018, the Original Common Terms
      Agreement shall not be amended as provided in this
  Agreement.




	3. 	
      AMENDMENTS




	3.1 	
      Amendment and restatement of
      Finance Documents



Subject to the terms of this
Agreement, on and with effect from the Effective Date the Original Common Terms
Agreement will be amended so that it reads as if it were restated in the form
set out in Schedule 3 (Amended and Restated Common Terms Agreement). 

	3.2 	
      Finance
  Documents



On and with effect from the Effective
Date, any reference in a Finance Document to the "Common Terms Agreement" shall
be a reference to that agreement as amended and restated pursuant to this
Agreement. 

	4. 	
      REPRESENTATIONS AND
WARRANTIES



Each Obligor makes the representations and warranties set out
in this Clause to each Finance Party on the Signature Date. References in this
Clause to it or its include, unless the context otherwise requires,
each Obligor. 

4




	4.1 	
      Status




	4.1.1 	
      It is a limited liability
      corporation, duly incorporated and validly existing under the laws of its
      jurisdiction of incorporation.

	 	 
	4.1.2 	
      It and each of its Subsidiaries
      has the power to own its assets and carry on its business as it is being
      conducted.




	4.2 	
      Capacity, power and
      authority




	4.2.1 	
      It has the legal capacity and
      power to enter into and perform, and has taken all necessary action to
      authorise the entry into and performance of, the Finance Documents to
      which it is or will be a party and the transactions contemplated by those
      Finance Documents.

	 	 
	4.2.2 	
      No limit on its powers will be
      exceeded as a result of the borrowing, grant of security or giving of
      guarantees or indemnities contemplated by the Finance Documents to which
      it is a party.




	4.3 	
      Binding
  obligations




	4.3.1 	
      The obligations expressed to be
      assumed by it in each Finance Document to which it is a party are legal,
      valid, binding and enforceable obligations.

	 	 
	4.3.2 	
      Each Finance Document to which
      it is a party is in the proper form for its enforcement in the
      jurisdiction of its incorporation.




	4.4 	
      Non-conflict with other
      obligations



The entry into and performance by it
of, and the transactions contemplated by, the Finance Documents to which it is a
party and the establishment of Transaction Security pursuant to the Security
Documents to which it is a party, do not and will not conflict with: 

	4.4.1 	
      any law or regulation applicable
      to it;

	 	 
	4.4.2 	
      its or any of its Subsidiaries'
      constitutional documents; or

	 	 
	4.4.3 	
      any material agreement or
      instrument binding upon it or any of its Subsidiaries or any of its or any
      of its Subsidiaries' assets or constitute a default or termination event
      (however described) under any such agreement or
  instrument.




	4.5 	
      Authorisations



Except as expressly set out in
Schedule 10 (Disclosure Schedule) of the Original Common Terms Agreement, all
authorisations required: 

	4.5.1 	
      to enable it lawfully to enter
      into, exercise its rights and comply with its obligations under the
      Finance Documents to which it is a party;

	 	 
	4.5.2 	
      to make the Finance Documents to
      which it is a party admissible in evidence in its jurisdiction of
      incorporation; and

	 	 
	4.5.3 	
      for it and those of its
      Subsidiaries which are members of the Group to carry on their respective
      businesses in the ordinary course and in all material respects as they are
      being conducted, have been obtained or effected and are in full force and
effect. 



5




	4.6 	
      Repeating
      Representations



The Repeating Representations: 

	4.6.1 	
      are true; and

	 	 
	4.6.2 	
      would also be true if references
      to the Original Common Terms Agreement were construed as references to the
      Original Common Terms Agreement as amended by this
  Agreement.



In each case, each Repeating
Representation is made by reference to the circumstances existing at the
Signature Date. 

	5. 	
      GUARANTEES



On the Effective Date, each Obligor:


	5.1 	
      confirms its acceptance of the
      Amendment Documents;

	 	 
	5.2 	
      agrees that it is bound as an
      Obligor by the terms of the Amendment Documents; and

	 	 
	5.3 	
      (if a Guarantor) confirms that
      its guarantee under clause 18 (Guarantee and Indemnity) of the Original
      Common Terms Agreement and under any other Finance Document entered into
      with a Finance Party:




	5.3.1 	
      continues in full force and
      effect on the terms of the Amended & Restated Common Terms Agreement;
      and

	 	 
	5.3.2 	
      extends to the obligations of
      the Obligors under the Amendment Documents (including the Amended &
      Restated Common Terms Agreement) and the Senior Facility D
    Agreement.




	6. 	
      SECURITY



On the Effective Date, each Obligor
confirms that: 

	6.1 	
      any Security created by it under
      the Security Documents extends to the obligations of the Obligors under
      the Finance Documents (including the Amended & Restated Common Terms
      Agreement) and the Senior Facility D Agreement; and

	 	 
	6.2 	
      the Security created under each
      Security Document to which it is a party continues in full force and
      effect on the terms of the respective Security
Documents.




	7. 	
      MISCELLANEOUS




	7.1 	
      This Agreement is a Finance
      Document.

	 	 
	7.2 	
      The Original Common Terms
      Agreement and this Agreement will, from the Effective Date, be read and
      construed as one document.

	 	 
	7.3 	
      Except as otherwise provided in
      this Agreement, the Finance Documents remain in full force and effect
      without any amendment whatsoever.

	 	 
	7.4 	
      Except to the extent expressly
      waived in this Agreement, no waiver is given by this Agreement and the
      Lenders expressly reserve all their rights and remedies in respect of any
      breach of, or other Default under, the Finance
Documents.



6





	8. 	
      GOVERNING LAW



This Agreement is governed by the laws
of South Africa. 

	9. 	
      COUNTERPARTS



This Agreement may be executed in any
number of counterparts. This has the same effect as if the signatures on the
counterparts were on a single copy of this Agreement. 

7




SCHEDULE 1 

THE PARTIES 

PART I 

THE ORIGINAL OBLIGORS 


	
	
Name
      of Borrower 	Jurisdiction of 
Incorporation 	Registration number 
(or equivalent, if any)
  

	  	  	  	  
	1. 	Net1 Applied Technologies South
      Africa Proprietary Limited 	South Africa 	2002/031446/07









	
	Name of
      Original Guarantor 
	Jurisdiction of 
Incorporation 	Registration number 
(or equivalent, if any)
  

	1. 	Net1 UEPS Technologies, Inc.
	State of Florida, United
      States 	N/A 
	2. 	Net1 Applied Technologies South
      Africa Proprietary Limited 	South Africa 	2002/031446/07 
	3.
    	Cash Paymaster Services Proprietary Limited 	South Africa 	1971/007195/07 
	4.
    	EasyPay Proprietary Limited 	South Africa 	1983/008597/07 
	5. 	Manje Mobile Electronic Payment
      Services Proprietary Limited 	South Africa 	2008/004377/07 
	6.
    	Moneyline Financial Services Proprietary Limited 	South Africa 	1998/020799/07 
	7.
    	Net1 FIHRST Holdings Proprietary Limited 	South Africa 	2009/022023/07 
	8.
    	Net1 Finance Holdings Proprietary Limited 	South Africa 	1998/020801/07 
	9.
    	Net1 Mobile Solutions Proprietary Limited 	South Africa 	2006/009851/07 
	10. 	Net1 Universal Electronic
      Technological Solutions Proprietary Limited 	South Africa 	2009/001034/07 
	11. 	Prism Holdings Proprietary Limited 	South Africa 	1998/018949/07 
	12. 	Prism Payment Technologies Proprietary Limited 	South Africa 	1990/005062/07 
	13. 	RMT Systems Proprietary Limited
    	South Africa 	2001/028826/07




8




PART II 

THE ORIGINAL SENIOR LENDERS 


	  	               
                         
                         
                         
                     Name of
      Lender 
	1. 	FirstRand Bank Limited (acting through its Rand Merchant
      Bank division) 
	2. 	Nedbank Limited (acting through
      its Corporate and Investment Banking division) 



9




SCHEDULE 2 

CONDITIONS PRECEDENT 

	1. 	
      ORIGINAL OBLIGORS




	1.1 	
      A copy of the constitutional
      documents of each Original Obligor.

	 	 
	1.2 	
      A copy of a resolution of the
      board of directors of each Original Obligor and other members of the Group
      which are party to a Finance Document:




	1.2.1 	
      approving the terms of, and the
      transactions contemplated by, this Agreement and (in the case of the
      Borrower) the Senior Facility D Agreement and resolving that it execute
      this Agreement and (in the case of the Borrower) the Senior Facility D
      Agreement;

	 	 
	1.2.2 	
      authorising it, for all purposes
      required under sections 45 and/or 46 of the Companies Act (as applicable),
      to provide the "financial assistance" and to make any
      "distribution" that may arise as a result of its entry into of this
      Agreement and (in the case of the Borrower) the Senior Facility D
      Agreement;

	 	 
	1.2.3 	
      authorising a specified person
      or persons to execute this Agreement and (in the case of the Borrower) the
      Senior Facility D Agreement on its behalf; and

	 	 
	1.2.4 	
      authorising a specified person
      or persons, on its behalf, to sign and/or despatch all documents and
      notices to be signed and/or despatched by it under or in connection with
      this Agreement and (in the case of the Borrower) the Senior Facility D
      Agreement.




	1.3 	
      A copy of a special resolution
      duly passed by the holders of the issued shares of each Original Guarantor
      authorising it, for all purposes required under section 45 of the
      Companies Act, to provide the "financial assistance" that may arise
      as a result of its entry into this Agreement and (in the case of the
      Borrower) the Senior Facility D Agreement.

	 	 
	1.4 	
      A specimen of the signature of
      each person authorised by the resolution referred to in paragraph 1.2
      above.

	 	 
	1.5 	
      A certificate of the Borrower and
      each other Original Obligor (signed by a director or other authorised
      signatory):




	1.5.1 	
      confirming that borrowing or
      guaranteeing, as appropriate, the Total Commitments would not cause any
      borrowing, guaranteeing or similar limit binding on it to be
    exceeded.

	 	 
	1.5.2 	
      certifying that each copy
      document relating to it specified in this Schedule 2 is correct, complete
      and in full force and effect as at a date no earlier than the Effective
      Date.




	1.6 	
      A certificate of the Borrower
      (signed by a director or other authorised signatory) confirming as at the
      Effective Date that:




	1.6.1 	
      no Default or Event of Default
      has occurred or is continuing or will result from the execution of this
      Agreement and the Senior Facility D Agreement;



10





	1.6.2 	
      the representations and
      warranties set out in Clause 19 (Representations) of the Amended &
      Restated Common Terms Agreement are true and correct in all
    respects;

	 	 
	1.6.3 	
      that no event or series of
      events or circumstances has occurred or arisen which, in the Borrower’s
      opinion, is likely to have a Material Adverse Effect;

	 	 
	1.6.4 	
      that no investigation,
      litigation, arbitration or administrative proceedings of or before any
      court, arbitral body, competent competition authority or other regulatory
      authority or government agency which, if adversely determined, will have
      or is reasonably likely to have a Material Adverse Effect have, to the
      best of its knowledge and belief, been started or threatened against it or
      any member of the Group.




	1.7 	
      If such Original Obligor is a US
      Guarantor, a certificate as to the existence and good standing (including
      verification of tax status, if generally available) of such US Guarantor
      from the appropriate governmental authorities in such US Guarantor’s
      jurisdiction of organisation, in form and substance satisfactory to the
      Facility Agent and its counsel.

	 	 
	1.8 	
      If such Original Obligor is a US
      Guarantor, a solvency certificate signed by the chief financial officer or
      chief accounting officer of such Obligor in form and substance
      satisfactory to the Facility Agent and its
counsel.




	2. 	
      Legal opinions




	2.1 	
      A legal opinion of Webber
      Wentzel, legal advisers to the Finance Parties, addressed to the Facility
      Agent for and on behalf of the Finance Parties, substantially in the form
      distributed to the Original Senior Lenders prior to signing this Agreement
      in respect of the legality, validity and enforceability of this Agreement
      and the Senior Facility D Agreement.

	 	 
	2.2 	
      A legal opinion of Cliffe Dekker
      Hofmeyr, legal advisers to the Obligors in South Africa, addressed to the
      Facility Agent for and on behalf of the Finance Parties, substantially in
      the form distributed to the Original Senior Lenders prior to signing this
      Agreement, in respect of the capacity, powers and authority of those
      members of the Group incorporated in South Africa which are party to the
      Finance Documents, to enter into and perform their obligations under this
      Agreement and the Senior Facility D Agreement and the due execution of
      this Agreement and the Senior Facility D Agreement.

	 	 
	2.3 	
      A legal opinion of DLA Piper,
      legal advisers to the Finance Parties in the US, addressed to the Facility
      Agent for and on behalf of the Finance Parties, substantially in the form
      distributed to the Original Senior Lenders prior to signing this
      Agreement, in respect of the capacity, powers and authority of those
      members of the Group incorporated in the US which are party to the Finance
      Documents, to enter into and perform their obligations under this
      Agreement and the due execution of this
Agreement.




	3. 	
      Finance Documents



An original of each of the following
Finance Documents duly entered into by each Party to it: 

	3.1 	
      this Agreement;

	 	 
	3.2 	
      the Senior Facility D Agreement;
      and

	 	 
	3.3 	
      a Fee Letter in relation to the
      non-refundable deal origination fee payable to the Original Senior
      Facility D lender.



11





	4. 	
      DNI Transaction
Documents




	4.1 	
      A copy of the "Tranche I
      Subscription Agreement", dated on or about the Effective Date, between the
      Borrower and DNI, in terms of which, amongst others, the Borrower
      subscribes for 4,000,000 ordinary "A" shares in the authorised ordinary
      share capital of DNI, executed by all parties thereto.

	 	 
	4.2 	
      A copy of the "Tranche II
      Subscription Agreement", dated on or about the Effective Date, between the
      Borrower and DNI, in terms of which, amongst others, the Borrower
      subscribes for 6,000,000 ordinary "A" shares in the authorised ordinary
      share capital of DNI, executed by all parties thereto (the Tranche II
      Subscription Agreement).

	 	 
	4.3 	
      A copy of the R126,000,000 "Net1
      Loan Agreement" between the Borrower and DNI, executed by all parties
      thereto.

	 	 
	4.4 	
      A copy of the R126,000,000 "DNI
      Loan Agreement" between the Borrower, AJD Holdings Proprietary Limited and
      Richmark Holdings Proprietary Limited, executed by all parties thereto
      (together with the agreements set in in clauses 4.1, 4.2 and 4.3 above,
      the DNI Transaction Documents).

	 	 
	4.5 	
      A certificate from an authorised
      signatory of the Borrower confirming that:




	4.5.1 	
      no condition precedent to any
      DNI Transaction Document has been waived or amended without the written
      agreement of the Facility Agent;

	 	 
	4.5.2 	
      each DNI Transaction Document is
      unconditional save for (i) any reference to the financing to be provided
      pursuant to Facility D being available and (ii) in the case of the Tranche
      II Subscription Agreement, any reference to the approval of the
      subscription by the Competition Authorities (as defined in the Tranche II
      Subscription Agreement); and

	 	 
	4.5.3 	
      it is not entitled to terminate
      any DNI Transaction Document or to refuse to complete the transaction
      under any such DNI Transaction Document.




	5. 	
      Credit Approval



The approval of the credit committee of
each Original Lender of the grant of Senior Facility D to the Borrower under the
Finance Documents. 

	6. 	
      Know Your Customer
Requirements



Such documentation and other evidence
as is reasonably requested by the Facility Agent (for itself or on behalf of any
other Finance Party) to carry out and be satisfied that it has complied with all
necessary know your customer or similar identification procedures under
applicable laws and regulations (including the Financial Intelligence Centre
Act, 2001) pursuant to the transactions contemplated in the Finance Documents.


	7. 	
      Other documents and
evidence



A copy of any other authorisation or
other document, opinion or assurance which the Facility Agent considers to be
necessary (if it has notified the Borrower accordingly) in connection with the
entry into and performance of the transactions contemplated by any Finance
Document or for the validity and enforceability of any Finance Document. 

12




SCHEDULE 3 

AMENDED AND RESTATED COMMON TERMS AGREEMENT 

 

COMMON TERMS AGREEMENT 

ORIGINALLY DATED 21 JULY, 2017 
AS AMENDED AND RESTATED ON
9 MARCH, 2018 

SENIOR TERM LOAN FACILITIES 

for 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

(the Borrower) 

with 

NET1 UEPS TECHNOLOGIES, INC 
(Holdco) 

arranged by 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
NEDBANK LIMITED 
(ACTING THROUGH ITS
CORPORATE AND INVESTMENT BANKING DIVISION) 
(the Arrangers) 

and 

THE FINANCIAL INSTITUTIONS LISTED IN PART II 
OF SCHEDULE
1 (THE ORIGINAL PARTIES) 
(the Original Senior Lender) 

with 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
(the Facility Agent) 

 




CONTENTS 

	Clause 	Page 
	  	  	  
	  	  	  
	1. 	Definitions and Interpretation    	1 
	2. 	The Senior Facilities 	25 
	3. 	Purpose 	26 
	4. 	Conditions of Utilisation 	27 
	5. 	Utilisation 	28 
	6. 	Repayment 	29 
	7. 	Prepayment and Cancellation 	29 
	8. 	Prepayment Offers and priorities 	35 
	9. 	Interest and Interest Periods    	39 
	10. 	Changes to the Calculation of Interest 	39 
	11. 	Break Costs and Break Gains 	40 
	12. 	Fees 	40 
	13. 	Tax Gross-up and Indemnities	41 
	14. 	Changes in Costs 	44 
	15. 	Other Indemnities 	45 
	16. 	Mitigation by the Lenders 	47 
	17. 	Costs and Expenses 	47 
	18. 	Guarantee and Indemnity 	49 
	19. 	Representations 	53 
	20. 	Information Undertakings 	61 
	21. 	Financial Covenants 	65 
	22. 	General Undertakings 	67 
	23. 	Events of Default 	82 
	24. 	Changes to the Lenders 	88 
	25. 	Changes to the Obligors 	90 
	26. 	The Administrative Parties 	92 
	27. 	Sharing Among the Finance
      Parties 	92 
	28. 	Conduct of Business by the Finance Parties 	94 
	29. 	Finance Party Rights 	94 
	30. 	Payment Mechanics 	95 
	31. 	Set-off 	97 
	32. 	Calculations and Certificates 	97 
	33. 	Notices 	97 
	34. 	Amendments and Waivers 	100 
	35. 	Confidentiality 	101 
	36. 	General Provisions 	103 
	37. 	Governing Law 	105
  







	38. 	 Jurisdiction 	105 
	39. 	 Waiver of Jury Trial 	105 
	40.  	 Waiver of Immunity	105 
	 	  	  
	Schedule 1 	The Original Parties 	107 
	Schedule 2 	Conditions Precedent 	109 
	Schedule 3 	Form of Transfer Certificate
	115 
	Schedule 4 	Forms of Accession Letter 	118 
	Schedule 5 	Form of Resignation Letter 	121 
	Schedule 6 	Form of Compliance Certificate 	123 
	Schedule 7 	Form of Auditors Certification
    	125 
	Schedule 8 	Acceptable Lenders 	128 
	Schedule 9 	Form of Confidentiality
      Undertaking 	130 
	Schedule 10 	Disclosure Schedule 	134 
	Schedule 11 	Dormant Subsidiaries 	147 






THIS AGREEMENT is made between: 

	(7) 	
      NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
      LIMITED, registration number 2002/031446/07 (the
    Borrower);

	 	 
	(8) 	
      NET1 UEPS TECHNOLOGIES, INC. a Florida corporation
      (Holdco);

	 	 
	(9) 	
      THE PARTIES listed in Part I of Schedule 1 (The
  Original Parties) as original guarantors (the Original Guarantors);

	 	 
	(10) 	
      FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND
      MERCHANT BANK DIVISION) and NEDBANK LIMITED (ACTING THROUGH ITS
      CORPORATE AND INVESTMENT BANKING DIVISION), as mandated lead arrangers
      (in this capacity, the Arrangers);

	 	 
	(11) 	
      THE FINANCIAL INSTITUTIONS listed in Part II of
      Schedule 1 (The Original Parties) as original lenders (in this capacity,
      the Original Senior Lenders); and

	 	 
	(12) 	
      FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND
      MERCHANT BANK DIVISION) as agent of the other Finance Parties (the
      Facility Agent).



IT IS AGREED as follows: 

SECTION 1 
INTERPRETATION 

	1. 	
      DEFINITIONS AND
INTERPRETATION




	1.1 	
      Definitions



In this Agreement: 

	1.1.1 	
      Acceptable Bank
    means:




	 	(a) 	
      any of Absa Bank Limited, Capitec Bank Limited, FirstRand
      Bank Limited, Grindrod Bank Limited, Investec Bank Limited, Nedbank
      Limited and The Standard Bank of South Africa Limited;

	 	 	 
	 	(b) 	
      a bank or financial institution which has an
      international rating for its long-term unsecured and non-credit enhanced
      debt obligations of BBB- or higher by Standard & Poor's Ratings
      Services or Baa3 or higher by Moody's Investor Services Limited, or a
      comparable rating from an internationally recognised credit rating agency;
      or

	 	 	 
	 	(c) 	
      any other bank or financial institution approved by the
      Facility Agent;




	1.1.2 	
      Accession Letter means a
      document substantially in the form set out in Part I of Schedule 4 (Form
      of Accession Letter);

	 	 
	1.1.3 	
      Additional Guarantor
      means a person which becomes an Additional Guarantor in accordance
      with Clause 25.2 (Additional Guarantors);

	 	 
	1.1.4 	
      Administrative Parties
      means the Arranger and the Facility Agent (and Administrative
      Party, as the context requires, means any of them);

	 	 
	1.1.5 	
      Affiliate, in relation to
      any person, means a Subsidiary of that person or a Holding Company of that
      person, or any other Subsidiary of that Holding
Company;



1 





	1.1.6 	
      Applicable Margin means,
      for any amount (including an Unpaid Sum) outstanding under a particular
      Senior Facility, the rate per annum specified as such in the applicable
      Senior Facility Agreement;

	 	 
	1.1.7 	
      Approved Bank means an
      Acceptable Bank which has been given and has acknowledged all notices (if
      any) required to be given to it under an applicable Security
    Agreement;

	 	 
	1.1.8 	
      Auditors means Deloitte,
      or any other firm appointed or otherwise approved in advance by the
      Facility Agent in accordance with Clause 20.5.2 (Auditors);

	 	 
	1.1.9 	
      Availability Period, in
      relation to Senior Facility A, Senior Facility B, Senior Facility C or
      Senior Facility D, has the meaning given to that term in the applicable
      Senior Facility Agreement;

	 	 
	1.1.10 	
      Available Commitment, in
      relation to Senior Facility A, Senior Facility B, Senior Facility C or
      Senior Facility D, means a Lender's Commitment under that Senior Facility
      minus:




	 	(a) 	
      the amount of its participation in any outstanding Loans
      under that Senior Facility; and

	 	 	 
	 	(b) 	
      in relation to any proposed Utilisation, the amount of
      its participation in any Utilisations that are due to be made under that
      Senior Facility on or before the proposed Utilisation
  Date;




	1.1.11 	
      Available Distribution Amount
      means, at any relevant time, the maximum amount that the Borrower is
      entitled to pay to Holdco by way of cash distribution at that time, as
      determined in accordance with the conditions set out in Clause 22.19.2
      (Distributions);

	 	 
	1.1.12 	
      Available Facility, in
      relation to Senior Facility A, Senior Facility B, Senior Facility C or
      Senior Facility D, means the aggregate for the time being of each Lender's
      Available Commitment in respect of that Senior Facility;

	 	 
	1.1.13 	
      Base Rate means for an
      Interest Period of any Loan or Unpaid Sum, JIBAR, or for an Interest
      Period of a Loan which is less than a full period of three months (a
      Broken JIBAR Period), the rate determined in accordance with the
      following formula:



 

where: 


	R 	
      = 
	
      the Base Rate; 

	 	 	
       

	R1 	
      = 
	
      JIBAR for the period closest to but less than the Broken
      JIBAR Period plus, if this would result in R1 being equal to
      the JIBAR Overnight Deposit Rate, 0.10 per cent.; 

	 	 	
       

	R2 	
      = 
	
      JIBAR for the period closest to but greater than the
      Broken JIBAR Period; 

	 	 	
       

	T 	
      = 
	
      the number of days in the Broken JIBAR Period; 

	 	 	
       

	T1 	
      = 
	
      the number of days in the period for which R1
      is quoted on the first day of the Broken JIBAR Period; 

	 	 	 
	T2	
      =
	the number of days in the period for which
      R2 is quoted on the first day of the Broken JIBAR Period;
  



2 





	1.1.14 	
      BEE Party means a
      juristic person, trust or entity in respect of which historically
      disadvantaged persons beneficially hold and control at least the minimum
      percentage ownership interests therein and/or derive therefrom the minimum
      economic benefits as may be stipulated from time to time pursuant to the
      applicable industry sector charter, as read with any applicable black
      economic empowerment codes of conduct and which, in any case, is not a
      member of the Group;

	 	 
	1.1.15 	
      Cash Distribution has the
      meaning given to it in Clause 22.19.2 (Distributions);

	 	 
	1.1.16 	
      Cash Distribution Prepayment
      Amount has the meaning given to it in Clause 22.19.2(f)
      (Distributions);

	 	 
	1.1.17 	
      Cell C means Cell C
      Proprietary Limited (registration number 1999/007722/07), a company
      registered under the laws of South Africa;

	 	 
	1.1.18 	
      Cell C Shares means
      75,000,000 shares in the share capital of Cell C;

	 	 
	1.1.19 	
      Break Costs, in relation
      to any Senior Facility, has the meaning given to that term in the
      applicable Senior Facility Agreement;

	 	 
	1.1.20 	
      Break Gains in relation
      to any Senior Facility, has the meaning given to that term in the
      applicable Senior Facility Agreement;

	 	 
	1.1.21 	
      Business Day means a day
      (other than a Saturday, a Sunday or official public holiday) on which
      banks are open for general business in Johannesburg;

	 	 
	1.1.22 	
      Cash Paymaster means Cash
      Paymaster Services Proprietary Limited (registration number
      1971/007195/07), a company registered under the laws of South
    Africa;

	 	 
	1.1.23 	
      Closing Date means the
      date on which the Facility Agent issues the notice contemplated by Clause
      4.1 (Initial conditions precedent);

	 	 
	1.1.24 	
      Commitment means a Senior
      Facility A Commitment, a Senior Facility B Commitment, a Senior Facility C
      Commitment or a Senior Facility D Commitment;

	 	 
	1.1.25 	
      Companies Act means the
      Companies Act, 2008, including all regulations promulgated under that
      act;

	 	 
	1.1.26 	
      Compliance Certificate
      means a certificate substantially in the form set out in Schedule 6
      (Form of Compliance Certificate) or otherwise in the agreed
form;

	 	 
	1.1.27 	
      Confidential Information
      means all information relating to the Borrower, any other Obligor, the
      Group, the Finance Documents or a Senior Facility in the possession of a
      Finance Party in its capacity as, or for the purpose of becoming, a
      Finance Party or which is received by a Finance Party in relation to, or
      for the purpose of becoming a Finance Party under, the Finance Documents
      or a Senior Facility from either:




	 	(a) 	
      any member of the Group or any of its advisers;
  or

	 	 	 
	 	(b) 	
      another Finance Party, if the information was obtained by
      that Finance Party directly or indirectly from any member of the
    Group,



in whatever form, and includes
information given orally and any document, electronic file or any other way of representing or recording information
which contains or is derived or copied from such information but excludes
information that: 

3 





	 	(i) 	
      is or becomes public information other than as a result
      of any breach by that Finance Party of Clause 35 (Confidentiality);
    or

	 	 	 
	 	(ii) 	
      is identified in writing at the time of delivery as
      non-confidential by any member of the Group or any of its advisers;
    or

	 	 	 
	 	(iii) 	
      is known by that Finance Party before the date the
      information is disclosed to it in accordance with paragraphs (a) or (b)
      above or is lawfully obtained by that Finance Party after that date, from
      a source which is, as far as that Finance Party is aware, unconnected with
      the Group and which, in either case, as far as that Finance Party is
      aware, has not been obtained in breach of, and is not otherwise subject
      to, any obligation of confidentiality;




	1.1.28 	
      Confidentiality Undertaking
      means a confidentiality undertaking substantially in the form set out
      in Schedule 9 (Form of Confidentiality Undertaking) or otherwise in the
      agreed form;

	 	 
	1.1.29 	
      Default
  means:




	 	(a) 	
      an Event of Default; or

	 	 	 
	 	(b) 	
      any event or circumstance which (with the expiry of any
      applicable grace period, the giving of notice, the making of any
      determination under the Finance Documents or any combination of any of the
      foregoing) would be an Event of Default;




	1.1.30 	
      Disruption Event means
      either or both of:




	 	(a) 	
      a material disruption to those payment or communications
      systems or to those financial markets which are, in each case, required to
      operate in order for payments to be made in connection with the Senior
      Facilities (or otherwise in order for the transactions contemplated by the
      Finance Documents to be carried out) which disruption is not caused by,
      and is beyond the control of, any of the Parties; or

	 	 	 
	 	(b) 	
      the occurrence of any other event which results in a
      disruption (of a technical or systems-related nature) to the treasury or
      payments operations of a Party preventing that, or any other
  Party:




	 	(i) 	
      from performing its payment obligations under the Finance
      Documents; or

	 	 	 
	 	(ii) 	
      from communicating with other Parties in accordance with
      the terms of the Finance Documents,



and which (in either such case) is not
caused by, and is beyond the control of, the Party whose operations are
disrupted; 

	1.1.31 	
      DNI means DNI-4PL
      Contracts Proprietary Limited (registration number 2005/040937/07), a
      company registered under the laws of South Africa;

	 	 
	1.1.32 	
      DNI Shares means
      44,999,999 shares in the share capital of DNI;

	 	 
	1.1.33 	
      Dormant Subsidiary means
      each member of the Group listed in Schedule 11 (Dormant
    Subsidiaries);



4 





	1.1.34 	
      Environment means humans,
      animals, plants and all other living organisms including the ecological
      systems of which they form part and the following
media:




	 	(a) 	
      air (including, without limitation, air within natural or
      man-made structures, whether above or below ground);

	 	 	 
	 	(b) 	
      water (including, without limitation, territorial,
      coastal and inland waters, water under or within land and water in drains
      and sewers); and

	 	 	 
	 	(c) 	
      land (including, without limitation, land under
      water);




	1.1.35 	
      Environmental Claim means
      any claim, litigation, arbitral proceedings or administrative proceedings,
      formal notice or investigation by any authority in respect of any
      Environmental Law or any authorisation held (or required to be held) under
      applicable Environmental Law;

	 	 
	1.1.36 	
      Environmental Law means
      any applicable law or regulation which relates
to:




	 	(a) 	
      the pollution or protection of the Environment;

	 	 	 
	 	(b) 	
      harm to or the protection of human health; or

	 	 	 
	 	(c) 	
      the generation, handling, storage, use, release, emission
      or spillage of any substance which, alone or in combination with any
      other, is capable of causing harm to the Environment, including, without
      limitation, any waste;




	1.1.37 	
      Environmental Permit
      means any permit and other authorisation and the filing of any
      notification, report or assessment required under any Environmental Law
      for the operation of the business of any member of the Group or in respect
      of any immovable properties owned or used by any member of the
    Group;

	 	 
	1.1.38 	
      Event of Default means
      any event or circumstance specified in Clause 23 (Events of
    Default);

	 	 
	1.1.39 	
      FATCA
  means:




	 	(a) 	
      sections 1471 to 1474 of the Code, as amended from time
      to time, any current or future regulations or official interpretations
      thereof and any agreements entered into pursuant to section 1471(b) of the
      Code;

	 	 	 
	 	(b) 	
      any treaty, law or regulation of any other jurisdiction,
      or relating to an intergovernmental agreement between the US and any other
      jurisdiction, which (in either case) facilitates the implementation of any
      law or regulation referred to in paragraph (a) above; or

	 	 	 
	 	(c) 	
      any agreement pursuant to the implementation of any
      treaty, law or regulation referred to in paragraphs (a) or (b) above with
      the US Internal Revenue Service, the US government or any governmental or
      taxation authority in any other jurisdiction;




	1.1.40 	
      FATCA Deduction means a
      deduction or withholding from a payment under a Finance Document required
      by FATCA;

	 	 
	1.1.41 	
      FATCA Exempt Party means
      a Party that is entitled to receive payments free from any FATCA
      Deduction;

	 	 
	1.1.42 	
      Fee Letter means any
      letter or letters entered into by reference to this Agreement, dated on or
      about the Signature Date, between one or more Administrative
  Parties and the Borrower setting out any of the fees referred to
  in Clause 12 (Fees);



5 





	1.1.43 	
      Final Discharge Date
      means the date on which:





	 	(a) 	
      the Senior Facility A Outstandings, Senior Facility B
      Outstandings, Senior Facility C Outstandings and Senior Facility D
      Outstandings have been irrevocably and unconditionally paid and discharged
      in full (whether or not as a result of enforcement); and

	 	 	 
	 	(b) 	
      no Finance Party has any commitment whatsoever to provide
      finance or any other form of credit or financial accommodation to any
      person under any Finance Document,



as certified in writing by the
Facility Agent (acting on the instructions of all the Lenders) within 5 Business
Days of receipt of a request for confirmation from the Borrower, if all the
requirements above have in fact been met; 

	1.1.44 	
      Final Maturity Date, in
      relation to any Senior Facility, has the meaning given to that term in the
      applicable Senior Facility Agreement;

	 	 
	1.1.45 	
      Finance Document
      means:




	 	(a) 	
      this Agreement;

	 	 	 
	 	(b) 	
      the First Amendment and Restatement Agreement;

	 	 	 
	 	(c) 	
      each Senior Facility Agreement;

	 	 	 
	 	(d) 	
      the Subordination Agreement;

	 	 	 
	 	(e) 	
      the Master Implementation and Funds Flow
  Agreement;

	 	 	 
	 	(f) 	
      each Security Document;

	 	 	 
	 	(g) 	
      any Fee Letter;

	 	 	 
	 	(h) 	
      the Intercreditor Agreement;

	 	 	 
	 	(i) 	
      a Transfer Certificate;

	 	 	 
	 	(j) 	
      any Accession Letter;

	 	 	 
	 	(k) 	
      any Resignation Letter;

	 	 	 
	 	(l) 	
      any Utilisation Request;

	 	 	 
	 	(m) 	
      a Compliance Certificate;

	 	 	 
	 	(n) 	
      any document amending any Finance Document referred to in
      this Clause above,



and any other document designated as
such by agreement between the Facility Agent and the Borrower; 

	1.1.46 	
      Finance Parties means the
      Lenders and the Administrative Parties (and Finance Party, as the
      context requires, means any of them);

	 	 
	1.1.47 	
      Financial Indebtedness
      means any indebtedness for or in respect of:



6 





	 	(a) 	
      moneys borrowed, credit provided and debit balances at
      financial institutions;

	 	 	 
	 	(b) 	
      any amount raised by acceptance under any acceptance
      credit facility or dematerialised equivalent;

	 	 	 
	 	(c) 	
      any amount raised pursuant to any note purchase facility
      or the issue of bonds, notes, debentures, loan stock or any similar
      instrument;

	 	 	 
	 	(d) 	
      the amount of any liability in respect of any lease or
      hire purchase contract which would, in accordance with IFRS, be treated as
      a finance or capital lease;

	 	 	 
	 	(e) 	
      receivables sold or discounted (other than any
      receivables to the extent they are sold on a non-recourse
basis);

	 	 	 
	 	(f) 	
      any amount raised under any other transaction (including
      any forward sale or purchase agreement) having the commercial effect of a
      borrowing;

	 	 	 
	 	(g) 	
      any Treasury Transaction (and, when calculating the value
      of that Treasury Transaction, only the mark-to-market value (or, if any
      actual amount is due as a result of the termination or close-out of that
      derivative transaction, that amount) shall be taken into
  account);

	 	 	 
	 	(h) 	
      any amount raised by the issue of a share which by its
      terms (or by the terms of any security into which it is convertible or for
      which it is exchangeable) is or may become mandatorily redeemable or
      redeemable at the option of its holder (including upon the occurrence of
      any default under the terms of issue of any such share);

	 	 	 
	 	(i) 	
      any counter-indemnity obligation in respect of a
      guarantee, indemnity, bond, standby or documentary letter of credit or any
      other instrument issued by a bank or financial institution; and

	 	 	 
	 	(j) 	
      the amount of any liability in respect of any guarantee
      or indemnity for any of the items referred to in paragraphs (a) to (i)
      above;




	1.1.48 	
      First Amendment and
      Restatement Agreement means the written agreement entitled "First
      Amendment and Restatement Agreement", dated on or about 8 March, 2018,
      between, amongst others, the Borrower (as borrower), the Original Senior
      Facility D Lender (as lender) and the Facility Agent;

	 	 
	1.1.49 	
      Fraudulent Transfer Law
      means any applicable US Bankruptcy Law or any applicable US state
      fraudulent transfer or conveyance law;

	 	 
	1.1.50 	
      Group means the Borrower
      and each of its Subsidiaries from time to time, but excluding Smart
      Life;

	 	 
	1.1.51 	
      Group Structure Chart
      means the written group structure diagram delivered to the Facility
      Agent pursuant to Clause 4.1 (Initial conditions precedent) and Schedule 2
      (Conditions Precedent) on or before the Closing Date;

	 	 
	1.1.52 	
      Guarantor means an
      Original Guarantor or an Additional Guarantor;

	 	 
	1.1.53 	
      Holding Company, in
      relation to a company or corporation, means any other company or
      corporation in respect of which it is a Subsidiary;

	 	 
	1.1.54 	
      IFRS means international
      accounting standards within the meaning of IAS Regulation (EC) No
      1606/2002 of the European Parliament and of the Council of the European
      Union, to the extent applicable to the relevant financial
    statements;



7 





	1.1.55 	
      Insurance means any
      contract or policy of insurance and reinsurance taken out by or on behalf
      of a member of the Group or under which it has a right to claim;

	 	 
	1.1.56 	
      Intellectual Property Rights
      means:




	 	(a) 	
      any know-how, patent, trade mark, service mark, design,
      invention, trading or business name, domain name, topographical or similar
      right;

	 	 	 
	 	(b) 	
      any copyright, data base or other intellectual property
      right; or

	 	 	 
	 	(c) 	
      any interest and rights to use (including by way of
      licence) in the above,



in each case whether registered or
not, and includes any related application; 

	1.1.57 	
      Intercreditor Agreement
      means the intercreditor agreement between the Finance Parties in
      relation to this Agreement and the other Finance Documents;

	 	 
	1.1.58 	
      Interest Period, in
      relation to any Senior Facility, has the meaning given to that term in the
      applicable Senior Facility Agreement;

	 	 
	1.1.59 	
      Interest Payment Date, in
      relation to any Senior Facility, has the meaning given to that term in the
      applicable Senior Facility Agreement;

	 	 
	1.1.60 	
      ITA means the Income Tax
      Act 58 of 1962;

	 	 
	1.1.61 	
      JIBAR means, for an
      Interest Period of any Loan or Unpaid Sum:




	 	(a) 	
      the applicable Screen Rate; or

	 	 	 
	 	(b) 	
      (if no Screen Rate is available for the Interest Period
      of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded
      upwards to four decimal places), as supplied to the Facility Agent at its
      request, quoted by the Reference Banks to leading banks in the
      Johannesburg interbank market,



as of 11h00 on the Quotation Day for
the offering of deposits in Rand for a period comparable to that Interest
Period; 

	1.1.62 	
      JIBAR Overnight Deposit Rate
      means, for an Interest Period of any Loan or Unpaid
  Sum:




	 	(a) 	
      the applicable Screen Rate; or

	 	 	 
	 	(b) 	
      (if no Screen Rate is available for the Interest Period
      of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded
      upwards to four decimal places), as supplied to the Facility Agent at its
      request, quoted by the Reference Banks to leading banks in the
      Johannesburg interbank market,



as of 11h00 on the Quotation Day for
the offering of overnight deposits in Rand; 

	1.1.63 	
      Joint Venture means any
      joint venture entity, whether a company, unincorporated firm, undertaking,
      association, joint venture or partnership (whether an en commandite
      partnership or any other partnership) or similar person, comprising an
      association of two or more persons to undertake a business enterprise
      through a combination of assets and/or expertise;

	 	 
	1.1.64 	
      Lenders
  means:




	 	(a) 	
      the Senior Facility A Lenders;



8 





	 	(b) 	
      the Senior Facility B Lenders;

	 	 	 
	 	(c) 	
      the Senior Facility C Lenders; and

	 	 	 
	 	(d) 	
      the Senior Facility D Lenders,



and Lender, as the context
requires, means any of them; 

	1.1.65 	
      Loan means a loan made or
      to be made under a Senior Facility, or the principal amount outstanding of
      that loan from time to time;

	 	 
	1.1.66 	
      Longstop Date means 31
      July, 2017;

	 	 
	1.1.67 	
      Master Implementation and
      Funds Flow Agreement means the implementation and funds flow
      agreement, dated on or about 14 July, 2017, between, among others, Cell C
      and the Borrower;

	 	 
	1.1.68 	
      Material Adverse Effect
      means an event or circumstance which has or is reasonably likely to
      have a material adverse effect on:




	 	(a) 	
      the business, operations, property or condition
      (financial or otherwise) of the Borrower, any other Obligor and/or the
      Group taken as a whole;

	 	 	 
	 	(b) 	
      the ability of an Obligor to perform its obligations
      under the Finance Documents; or

	 	 	 
	 	(c) 	
      the validity or enforceability of the Finance Documents
      or the validity or enforceability of, or the effectiveness or ranking of
      any Transaction Security granted or purported to be granted pursuant to
      any of the Finance Documents or the rights or remedies of any Finance
      Party under any of the Finance Documents;




	1.1.69 	
      Material Subsidiary means
      a Subsidiary of the Borrower whose gross assets, EBITDA (as defined in
      this Clause below) or total revenue equal or exceed 5.00 per cent. or more
      of the gross assets, Consolidated EBITDA or total revenue of the Group.
      For this purpose:




	 	(a) 	
      the gross assets, EBITDA or total revenue of a Subsidiary
      of the Borrower will be determined using the latest audited consolidated
      financial statements of the Borrower;

	 	 	 
	 	(b) 	
      if a Subsidiary of the Borrower becomes a member of the
      Group after the date on which the latest audited consolidated financial
      statements of the Borrower have been prepared, the gross assets, EBITDA or
      total revenue of that Subsidiary will be determined from its latest
      consolidated financial statements;

	 	 	 
	 	(c) 	
      the gross assets, Consolidated EBITDA or total revenue of
      the Group will be determined from the latest audited consolidated
      financial statements of the Borrower;

	 	 	 
	 	(d) 	
      the EBITDA of a Subsidiary (or a company or
      business subsequently acquired or disposed of) will be determined on the
      same basis as Consolidated EBITDA (as defined in Clause 1.2 (Financial
      Definitions)), except that references to the Borrower will be construed as
      references to that Subsidiary, company or
business.



Notwithstanding the above, each of the
following companies will be a Material Subsidiary: 

9 





	 	(i) 	
      each Original Guarantor (other than the
  Borrower);

	 	 	 
	 	(ii) 	
      any Subsidiary of the Borrower which is a direct Holding
      Company of an Obligor;

	 	 	 
	 	(iii) 	
      each directly or indirectly wholly-owned Subsidiary of
      the Borrower (other than any Dormant Subsidiary); or

	 	 	 
	 	(iv) 	
      any member of the Group to which an Obligor or a Material
      Subsidiary disposes of all or any substantial part of its assets (on the
      date of that transfer and for any applicable period
  thereafter);




	1.1.70 	
      Moneyline means Moneyline
      Financial Services Proprietary Limited (registration number
      1998/020799/07), a company registered under the laws of South
    Africa;

	 	 
	1.1.71 	
      Month means a period
      starting on one day in a calendar month and ending on the numerically
      corresponding day in the next calendar month, except
  that:




	 	(a) 	
      (subject to paragraph (c) below) if the numerically
      corresponding day is not a Business Day, that period shall end on the next
      Business Day in that calendar month in which that period is to end if
      there is one, or if there is not, on the immediately preceding Business
      Day;

	 	 	 
	 	(b) 	
      if there is no numerically corresponding day in the
      calendar month in which that period is to end, that period shall end on
      the last Business Day in that calendar month; and

	 	 	 
	 	(c) 	
      if an Interest Period begins on the last Business Day of
      a calendar month, that Interest Period shall end on the last Business Day
      in the calendar month in which that Interest Period is to
  end;



The above rules will only apply to the
last Month of any period; 

	1.1.72 	
      Obligors means the
      Borrower, Holdco and the Guarantors (and Obligor, as the context
      requires, means any of them);

	 	 
	1.1.73 	
      Original Financial Statements
      means the audited consolidated financial statements of the Borrower
      for the financial year ended 30 June, 2016;

	 	 
	1.1.74 	
      Original Obligors means
      the Borrower and the Original Guarantors (and Original Obligor, as
      the context requires, means any of them);

	 	 
	1.1.75 	
      Original Senior Facility A
      Lender means each Original Senior Lender which has a Senior Facility A
      Commitment set opposite its name in Column 4 (Senior Facility A
      Commitment) of the table in Part II of Schedule 1 (The Original
      Parties);

	 	 
	1.1.76 	
      Original Senior Facility B
      Lender means each Original Senior Lender which has a Senior Facility B
      Commitment set opposite its name in Column 5 (Senior Facility B
      Commitment) of the table in Part II of Schedule 1 (The Original
      Parties);

	 	 
	1.1.77 	
      Original Senior Facility C
      Lender means each Original Senior Facility A Lender;

	 	 
	1.1.78 	
      Original Senior Facility D
      Lender means the Original Senior Lender which has a Senior Facility D
      Commitment set opposite its name in Column 6 (Senior Facility D
      Commitment) of the table in Part II of Schedule 1 (The Original
      Parties);

	 	 
	1.1.79 	
      Party means a party to
      this Agreement;



10 





	1.1.80 	
      Permitted Acquisition has
      the meaning given to that term in Clause 22.9 (Acquisitions);

	 	 
	1.1.81 	
      Permitted BEE Transaction
      means any acquisition of shares or interests by or disposal of shares
      or interest to a BEE Party, provided that the transaction is concluded in
      order to comply with the requirements of the Group or any member thereof
      under an applicable code of good practice issued in terms of section 9 of
      the Broad Based Black Economic Act 53 of 2003;

	 	 
	1.1.82 	
      Permitted Disposal has
      the meaning given to that term in Clause 22.6 (Disposals);

	 	 
	1.1.83 	
      Permitted Distribution
      has the meaning given to that term in Clause 22.19.1
      (Distribution);

	 	 
	1.1.84 	
      Permitted Encumbrance has
      the meaning given to that term in Clause 22.4 (Negative pledge);

	 	 
	1.1.85 	
      Permitted Financial
      Indebtedness has the meaning given to that term in Clause 22.5
      (Financial Indebtedness);

	 	 
	1.1.86 	
      Permitted Guarantee has
      the meaning given to that term in Clause 22.12 (Third party
      guarantees);

	 	 
	1.1.87 	
      Permitted Loan has the
      meaning given to that term in Clause 22.11 (Loans out);

	 	 
	1.1.88 	
      Permitted Share Issue has
      the meaning given to that term in Clause 22.18.2 (Share
capital);

	 	 
	1.1.89 	
      Permitted Treasury
      Transaction has the meaning given to that term in Clause 22.13
      (Treasury Transactions);

	 	 
	1.1.90 	
      Pro Rata Share means, at
      any time:




	 	(a) 	
      if there are no Senior Facility Outstandings under a
      Senior Facility at that time, the proportion which a Lender's Commitment
      under that Senior Facility bears to all the Commitments under that Senior
      Facility;

	 	 	 
	 	(b) 	
      at all other times, the proportion which a Lender's
      Senior Facility Outstandings under a Senior Facility bears to all the
      Senior Facility Outstandings under that Senior
Facility;




	1.1.91 	
      Quotation Day, in
      relation to any period for which an interest rate is to be determined,
      means the first day of that period or such other day as the Facility Agent
      determines is generally treated as the rate fixing day by market practice
      in the Johannesburg interbank market;

	 	 
	1.1.92 	
      Recovered Net Proceeds
      has the meaning given to that term in Clause 7.4 (Mandatory prepayment
      - material disposal and insurance proceeds);

	 	 
	1.1.93 	
      Reference Banks means the
      principal Johannesburg offices of Absa Bank Limited, FirstRand Bank
      Limited, Investec Bank Limited, Nedbank Limited and The Standard Bank of
      South Africa Limited, or such other banks as may be appointed by the
      Facility Agent in consultation with the Borrower;

	 	 
	1.1.94 	
      Related Fund in relation
      to a fund (the first fund), means a fund which is managed or
      advised by the same investment manager or investment adviser as the first
      fund or, if it is managed by a different investment manager or investment
      adviser, a fund whose investment manager or investment adviser is an
      Affiliate of the investment manager or investment adviser of the first
fund;



11 





	1.1.95 	
      Repayment Instalment
      means, in relation to a Senior Facility, each scheduled instalment for
      the repayment of a Senior Loan, as set out in the relevant Senior Facility
      Agreement;

	 	 
	1.1.96 	
      Repeating Representations
      means, at any time, the representations and warranties which are made
      or deemed to be repeated under Clause 19.30 (Times for making
      representations and warranties);

	 	 
	1.1.97 	
      Representative means any
      representative, delegate, agent, manager, administrator, nominee,
      attorney, trustee or custodian;

	 	 
	1.1.98 	
      Resignation Letter means
      a letter substantially in the form set out in Schedule 5 (Form of
      Resignation Letter);

	 	 
	1.1.99 	
      Sanctioned Entity
      means:





	 	(a) 	
      a person, country or territory which is listed on a
      Sanctions List or is subject to Sanctions;

	 	 	 
	 	(b) 	
      a person which is ordinarily resident in a country or
      territory which is listed on a Sanctions List or is subject to
      Sanctions;




	1.1.100 	                                        Sanctioned
      Transaction means the use of the proceeds of the Senior Facilities for
      the purpose of financing or providing any credit, directly or indirectly,
      to: 



	 	(a) 	
      a Sanctioned Entity; or

	 	 	 
	 	(b) 	
      any other person or entity, if a member of the Group has
      actual knowledge that the person or entity proposes to use the proceeds of
      the financing or credit for the purpose of financing or providing any
      credit, directly or indirectly, to a Sanctioned
Entity,



in each case to the extent that to do
so is prohibited by, or would cause any breach of, Sanctions; 

	1.1.101 	
      Sanctions means trade,
      economic or financial sanctions, laws, regulations, embargoes or
      restrictive measures imposed, administered or enforced from time to time
      by any Sanctions Authority; 

	  	
      

	1.1.102 	
      Sanctions Authority
      means: 




	 	(a) 	
      the United Nations;

	 	 	 
	 	(b) 	
      the European Union;

	 	 	 
	 	(c) 	
      the Council of Europe (founded under the Treaty of
      London, 1946);

	 	 	 
	 	(d) 	
      the government of the United States of America;

	 	 	 
	 	(e) 	
      the government of the United Kingdom;

	 	 	 
	 	(f) 	
      the government of the Republic of
  France,



and any of their governmental
authorities, including, without limitation, the Office of Foreign Assets Control
for the US Department of Treasury (OFAC), the US Department of Commerce,
the US State Department or the US Department of the Treasury, Her Majesty's Treasury (HMT) and the French
Ministry of Finance (MINEFI); 

12 




	1.1.103 	                                 Sanctions
      List means: 



	 	(a) 	
      the Specially Designated Nationals and Blocked Persons
      List maintained by OFAC;

	 	 	 
	 	(b) 	
      the Consolidated List of Financial Sanctions Targets and
      the Investments Ban List maintained by HMT,



and any similar list maintained, or a
public announcement of a Sanctions designation made, by any Sanctions Authority,
in each case as amended, supplemented or substituted from time to time; 

	1.1.104 	                                 Screen
      Rate means: 



	 	(a) 	
      for JIBAR, the Johannesburg Interbank Agreed Rate, polled
      and published by the South African Futures Exchange (a division of the JSE
      Limited) for deposits in Rand for the relevant period, as displayed on the
      Reuters Screen SAFEY Page alongside the caption "SFX 3M YLD" at the
      applicable time; or

	 	 	 
	 	(b) 	
      for the JIBAR Overnight Deposit Rate, the SAFEX overnight
      call deposit rate, polled and published by the South African Futures
      Exchange (a division of the JSE Limited) for deposits in Rand for the
      relevant period, as displayed on the Reuters Screen SAFEY Page alongside
      the caption "SFXROD" at the applicable
time;



If the relevant page is replaced or
the information service ceases to be available, the Facility Agent (after
consultation with the Borrower and the Lenders) may specify another page or
service displaying the appropriate rate; 

	1.1.105 	                                 Security
      means: 



	 	(a) 	
      a mortgage bond, notarial bond, cession in security,
      pledge, hypothec, lien, charge, assignment or other security interest
      securing any obligation of any person or any other agreement or
      arrangement having a similar effect but excluding statutory
      preferences;

	 	 	 
	 	(b) 	
      any arrangement under which money or claims may be
      applied, set off or made subject to a combination of accounts so as to
      effect discharge of any sum owed or payable to any person; or

	 	 	 
	 	(c) 	
      any other type of preferential agreement or arrangement
      (including title retention) having an effect similar to the creation of a
      security interest;




	1.1.106 	
      Security Agreement means
      the Security Cession & Pledge; 

	  	
      

	1.1.107 	
      Security Cession & Pledge
      means the pledge and cession in securitatem debiti of all the
      shares, securities and other ownership interests it holds in Cell C and
      DNI with all its debt claims (on shareholder loan account or otherwise)
      against any such person; 

	  	
      

	1.1.108 	
      Security Document means:
      




	 	(a) 	
      each Security Agreement; and

	 	 	 
	 	(b) 	
      any other document evidencing or creating any Security
      over any asset of any Obligor to secure any obligation of any Obligor to a
  Finance Party under the Finance Documents; 



13 





	1.1.109 	
      Senior Facilities means
      Senior Facility A, Senior Facility B, Senior Facility C and Senior
      Facility D (and Senior Facility, as the context requires, means any
      of them); 

	  	
       

	1.1.110 	
      Senior Facility Agreements
      means the Senior Facility A Agreement, the Senior Facility B
      Agreement, the Senior Facility C Agreement and the Senior Facility D
      Agreement (and Senior Facility Agreement, as the context requires,
      means any of them); 

	  	
       

	1.1.111 	
      Senior Facility Loan
      means a Loan under a Senior Facility; 

	  	
       

	1.1.112 	
      Senior Facility A means
      the amortising term loan facility described in Clause 2 (The Senior
      Facilities) made available under this Agreement and the Senior Facility A
      Agreement; 

	  	
       

	1.1.113 	
      Senior Facility A Agreement
      means the R750,000,000 amortising term loan facility agreement, dated
      on or about the Signature Date, between the Original Senior Facility A
      Lenders, the Facility Agent and the Borrower (as borrower); 

	  	
       

	1.1.114 	
      Senior Facility A Commitment
      means: 





	 	(a) 	
      in relation to an Original Senior Lender, the amount set
      opposite its name under the heading "Senior Facility A Commitment" in Part
      II of Schedule 1 (The Original Parties) and the amount of any other Senior
      Facility A Commitment transferred to it under this Agreement;
and

	 	 	 
	 	(b) 	
      in relation to any other Senior Lender, the amount of any
      Senior Facility A Commitment transferred to it under this
  Agreement,



to the extent not cancelled, reduced
or transferred by it under this Agreement or the Senior Facility A Agreement;


	1.1.115 	
      Senior Facility A Lenders
      means: 




	 	(a) 	
      any Original Senior Facility A Lender; and

	 	 	 
	 	(b) 	
      any bank, financial institution, trust, fund or other
      entity which becomes a Party as a Senior Facility A Lender after the
      Signature Date in accordance with Clause 24 (Changes to the
    Lenders),



in each case, which has not ceased to
be a Party in accordance with the terms of this Agreement (and Senior
Facility A Lender, as the context requires, means any of them); 

	1.1.116 	
      Senior Facility A Loan
      means a Loan under Senior Facility A; 

	  	
       

	1.1.117 	
      Senior Facility A
      Outstandings means at any time, in relation to a Senior Facility A
      Lender, the aggregate of all amounts of loan principal, accrued interest,
      Break Costs, prepayment penalties, fees and all other amounts outstanding
      in respect of Senior Facility A under the Finance Documents (including,
      without limitation, any claim for damages or restitution, any claim as a
      result of any recovery by an Obligor or another person of a payment or
      discharge under the Finance Documents on the grounds of preference, and
      each amount which would be included in any of the above but for any
      discharge, non-provability or unenforceability of a claim in any
      insolvency or other proceedings); 



14 





	1.1.118 	
      Senior Facility B means
      the amortising term loan facility described in Clause 2 (The Senior
      Facilities) made available under this Agreement and the Senior Facility B
      Agreement; 

	  	
      

	1.1.119 	
      Senior Facility B Agreement
      means the R500,000,000 amortising term loan facility agreement, dated
      on or about the Signature Date, between the Original Senior Facility B
      Lenders, the Facility Agent and the Borrower (as borrower); 

	  	
      

	1.1.120 	
      Senior Facility B Commitment
      means: 




	 	(a) 	
      in relation to an Original Senior Lender, the amount set
      opposite its name under the heading "Senior Facility B Commitment" in Part
      II of Schedule 1 (The Original Parties) and the amount of any other Senior
      Facility B Commitment transferred to it under this Agreement;
and

	 	 	 
	 	(b) 	
      in relation to any other Senior Lender, the amount of any
      Senior Facility B Commitment transferred to it under this
  Agreement,



to the extent not cancelled, reduced
or transferred by it under this Agreement or the Senior Facility B Agreement;


	1.1.121 	
      Senior Facility B Lenders
      means: 




	 	(a) 	
      any Original Senior Facility B Lender; and

	 	 	 
	 	(b) 	
      any bank, financial institution, trust, fund or other
      entity which becomes a Party as a Senior Facility B Lender after the
      Signature Date in accordance with Clause 24 (Changes to the
    Lenders),



in each case, which has not ceased to
be a Party in accordance with the terms of this Agreement (and Senior
Facility B Lender, as the context requires, means any of them); 

	1.1.122 	
      Senior Facility B Loan
      means a Loan under Senior Facility B; 

	  	
       

	1.1.123 	
      Senior Facility B
      Outstandings means at any time, in relation to a Senior Facility B
      Lender, the aggregate of all amounts of loan principal, accrued interest,
      Break Costs, prepayment penalties, fees and all other amounts outstanding
      in respect of Senior Facility B under the Finance Documents (including,
      without limitation, any claim for damages or restitution, any claim as a
      result of any recovery by an Obligor or another person of a payment or
      discharge under the Finance Documents on the grounds of preference, and
      each amount which would be included in any of the above but for any
      discharge, non-provability or unenforceability of a claim in any
      insolvency or other proceedings); 

	  	
       

	1.1.124 	
      Senior Facility C means
      the amortising term loan facility described in Clause 2 (The Senior
      Facilities) made available under this Agreement and the Senior Facility C
      Agreement; 

	  	
       

	1.1.125 	
      Senior Facility C Agreement
      means the amortising term loan facility agreement, dated on or about
      the Signature Date, between the Original Senior Facility C Lenders, the
      Facility Agent and the Borrower (as borrower); 

	  	
       

	1.1.126 	
      Senior Facility C Commitment
      has the meaning given to that term in Clause 2.3.2 (Senior Facility
      C); 

	  	
       

	1.1.127 	
      Senior Facility C Lender
      has the meaning given to that term in Clause 2.3.2 (Senior Facility
      C); 



15 





	1.1.128 	
      Senior Facility C Loan
      means a Loan under Senior Facility C; 

	  	
       

	1.1.129 	
      Senior Facility C
      Outstandings means at any time, in relation to a Senior Facility C
      Lender, the aggregate of all amounts of loan principal, accrued interest,
      Break Costs, prepayment penalties, fees and all other amounts outstanding
      in respect of Senior Facility C under the Finance Documents (including,
      without limitation, any claim for damages or restitution, any claim as a
      result of any recovery by an Obligor or another person of a payment or
      discharge under the Finance Documents on the grounds of preference, and
      each amount which would be included in any of the above but for any
      discharge, non-provability or unenforceability of a claim in any
      insolvency or other proceedings); 

	  	
       

	1.1.130 	
      Senior Facility D means
      the amortising term loan facility described in Clause 2 (The Senior
      Facilities) made available under this Agreement and the Senior Facility D
      Agreement; 

	  	
       

	1.1.131 	
      Senior Facility D Agreement
      means the R210,000,000 amortising term loan facility agreement, dated
      on or about the date of the First Amendment and Restatement Agreement,
      between the Original Senior Facility D Lenders, the Facility Agent and the
      Borrower (as borrower); 

	  	
       

	1.1.132 	
      Senior Facility D Commitment
      means: 




	 	(a) 	
      in relation to the Original Senior Facility D Lender, the
      amount set opposite its name under the heading "Senior Facility D
      Commitment" in Part II of Schedule 1 (The Original Parties) and the amount
      of any other Senior Facility D Commitment transferred to it under this
      Agreement; and

	 	 	 
	 	(b) 	
      in relation to any other Senior Lender, the amount of any
      Senior Facility D Commitment transferred to it under this
  Agreement,



to the extent not cancelled, reduced
or transferred by it under this Agreement or the Senior Facility D Agreement;


	1.1.133 	
      Senior Facility D Lenders
      means: 




	 	(a) 	
      the Original Senior Facility D Lender; and

	 	 	 
	 	(b) 	
      any bank, financial institution, trust, fund or other
      entity which becomes a Party as a Senior Facility D Lender after the
      Signature Date in accordance with Clause 24 (Changes to the
    Lenders),



in each case, which has not ceased to
be a Party in accordance with the terms of this Agreement (and Senior
Facility D Lender, as the context requires, means any of them); 

	1.1.134 	
      Senior Facility D Loan
      means a Loan under Senior Facility D; 

	  	
       

	1.1.135 	
      Senior Facility D
      Outstandings means at any time, in relation to a Senior Facility D
      Lender, the aggregate of all amounts of loan principal, accrued interest,
      Break Costs, prepayment penalties, fees and all other amounts outstanding
      in respect of Senior Facility D under the Finance Documents (including,
      without limitation, any claim for damages or restitution, any claim as a
      result of any recovery by an Obligor or another person of a payment or
      discharge under the Finance Documents on the grounds of preference, and
      each amount which would be included in any of the above but for any
      discharge, non-provability or unenforceability of a claim in any
      insolvency or other proceedings); 



16 





	1.1.136 	
      Senior Facility Lenders
      means the Senior Facility A Lenders, the Senior Facility B Lenders,
      the Senior Facility C Lenders and the Senior Facility D Lenders (and
      Senior Facility Lender, as the context requires, means
      any of them); 

	  	
       

	1.1.137 	
      Senior Facility Outstandings
      means the Senior Facility A Outstandings, the Senior Facility B
      Outstandings, the Senior Facility C Outstandings and the Seniior Facility
      D Outstandings; 

	  	
       

	1.1.138 	
      Senior Loans means the
      Senior Facility A Loans, the Senior Facility B Loans, the Senior Facility
      C Loans and the Senior Facility D Loans (and Senior Loan, as the
      context requires, means any of them); 

	  	
       

	1.1.139 	
      Shareholder Contribution
      means the aggregate amount of: 




	 	(a) 	
      the subscription price received by the Borrower in
      respect of shares subscribed for in the share capital of Borrower provided
      such share issue is a Permitted Share Issue under Clause 22.18.2(f) (Share
      capital); and

	 	 	 
	 	(b) 	
      the proceeds of loans advanced to the Borrower by Holdco
      where any Financial Indebtedness arising as a result is Permitted
      Financial Indebtedness under Clause 22.5 (Financial
  Indebtedness);




	1.1.140 	
      Signature Date means the
      date on which, once this Agreement has been signed by all the Parties, it
      is signed by the last Party to do so; 

	  	
       

	1.1.141 	
      Smart Life means The
      Smart Life Insurance Company Limited (registration number 1965/003119/06),
      a company registered under the laws of South Africa; 

	  	
       

	1.1.142 	
      South Africa means the
      Republic of South Africa; 

	  	
       

	1.1.143 	
      Subordination Agreement
      means the subordination agreement, dated on or about the Signature
      Date, between, amongst others, Holdco, the Borrower and the Finance
      Parties; 

	  	
       

	1.1.144 	
      Subscription means the
      subscription by the Borrower for the Cell C Shares pursuant to the
      Subscription Agreement; 

	  	
       

	1.1.145 	
      Subscription Date means
      the "Implementation Date" as defined in the Master Implementation and
      Funds Flow Agreement; 

	  	
       

	1.1.146 	
      Subscription Agreement
      means the subscription agreement dated 19 June, 2017 between Cell C
      and the Borrower; 

	  	
       

	1.1.147 	
      Subsidiary means in
      relation to any person: 




	 	(a) 	
      a subsidiary as defined in the Companies Act (including
      any person who would, but for not being a company under the Companies Act,
      qualify as a subsidiary as defined in the Companies Act);

	 	 	 
	 	(b) 	
      any partnership, joint venture, trust, juristic person or
      other entity controlled by that person;




	1.1.148 	
      Tax means any tax, levy,
      impost, duty or other charge or withholding of a similar nature (including
      any penalty or interest payable in connection with any failure to pay or
      any delay in paying any of the same); 

	  	
       

	1.1.149 	
      Total Commitments means
      the aggregate of the following: 



17 





	 	(a) 	
      the Total Senior Facility A Commitments;

	 	 	 
	 	(b) 	
      the Total Senior Facility B Commitments;

	 	 	 
	 	(c) 	
      the Total Senior Facility C Commitments; and

	 	 	 
	 	(d) 	
      the Total Senior Facility D
Commitments;




	1.1.150 	
      Total Senior Facility A
      Commitments means the aggregate of the Senior Facility A Commitments;
      

	  	
       

	1.1.151 	
      Total Senior Facility B
      Commitments means the aggregate of the Senior Facility B Commitments;
      

	  	
       

	1.1.152 	
      Total Senior Facility C
      Commitments has the meaning given to that term in Clause 2.3.2 (Senior
      Facility C); 

	  	
       

	1.1.153 	
      Total Senior Facility D
      Commitments means the aggregate of the Senior Facility D Commitments;
      

	  	
       

	1.1.154 	
      Transaction Security
      means the Security created or expressed to be created for the benefit
      of the Finance Parties under this Agreement, together with such further
      Security as a Finance Party may from time to time be given for the
      obligations of an Obligor under the Finance Documents; 

	  	
       

	1.1.155 	
      Transfer has the meaning
      given to it in Clause 24.1 (Cessions and delegations by the Lenders);
    

	  	
       

	1.1.156 	
      Transfer Certificate
      means a certificate substantially in the form set out in Schedule 3
      (Form of Transfer Certificate) or otherwise in the agreed form; 

	  	
       

	1.1.157 	
      Transfer Date, in
      relation to a Transfer, means the later of: 




	 	(a) 	
      the proposed Transfer Date specified in the Transfer
      Certificate; and

	 	 	 
	 	(b) 	
      the date on which the Facility Agent executes the
      Transfer Certificate;




	1.1.158 	
      Treasury Transaction
      means any derivative transaction entered into in connection with
      protection against or to benefit from fluctuations in any rate, price,
      index or credit rating; 

	  	
       

	1.1.159 	
      Unpaid Sum means any sum
      due and payable but unpaid by an Obligor under the Finance Documents;
    

	  	
       

	1.1.160 	
      US and United States
      means the United States of America, its territories and possessions;
    

	  	
       

	1.1.161 	
      US Bankruptcy Law means
      the United States Bankruptcy Code of 1978 (Title 11 of the United States
      Code), any other United States federal or state bankruptcy, insolvency or
      similar law; 

	  	
       

	1.1.162 	
      US Guarantor means a
      Guarantor that is organized, incorporated or formed under the laws of the
      United States or any State thereof (including the District of Columbia);
      

	  	
       

	1.1.163 	
      Utilisation means a
      utilisation of a Senior Facility by way of a Loan; 

	  	
       

	1.1.164 	
      Utilisation Date means
      the date of a Utilisation, being the date on which the relevant Loan is to
      be made; 



18 





	1.1.165 	
      Utilisation Request, in
      relation to any Facility, has the meaning given to that term in the
      applicable Senior Facility Agreement; 

	  	
      

	1.1.166 	
      VAT means value added tax
      as provided for in the Value Added Tax Act, 1991, and any other Tax of a
      similar nature in a jurisdiction other than South Africa; and 

	  	
      

	1.1.167 	
      ZAR, Rand or R
      means South African Rand, the lawful currency of South Africa.
  




	1.2 	
      Financial
    definitions



In this Agreement the following terms
have the meanings set out below: 

	1.2.1 	
      Cash means an amount of
      cash in hand (denominated in Rand or any other currency approved by the
      Facility Agent), or credit balances or amounts on deposit with an
      Acceptable Bank in South Africa to which a member of the Group is alone
      (or together with other members of the Group) beneficially entitled
    if:




	 	(a) 	
      the cash is accessible and may be withdrawn in full by a
      member of the Group within 30 days;

	 	 	 
	 	(b) 	
      access to and withdrawal of the cash is not contingent on
      the prior discharge of any indebtedness of any person or the satisfaction
      of any other condition;

	 	 	 
	 	(c) 	
      no Security exists over the cash or over claims in
      respect thereof (other than Security arising under the Security
      Documents); and

	 	 	 
	 	(d) 	
      the cash is freely and (except as mentioned in paragraph
      (a) above) immediately available to be applied in repayment or prepayment
      of the Senior Facilities,



but excluding (A) any such cash in
hand or credit balances or amounts on deposit held at Grindrod Bank Limited if,
at any applicable time, the aggregate amount of such credit balances, amounts on
deposit or certificates of deposit contemplated in Clause 1.2.2(a) issued by
Grindrod Bank Limited exceeds R200,000,000 (or its equivalent in any other
currency), and (B) any such cash in hand or credit balances or amounts on
deposit at any applicable time relating to Settlement Assets of members of the
Group; 

	1.2.2 	
      Cash Equivalents means,
      at any time:




	 	(a) 	
      certificates of deposit maturing within 90 days after the
      relevant date of calculation, issued by an Acceptable Bank in South
      Africa;

	 	 	 
	 	(b) 	
      investments accessible and which can be monetised within
      90 days in a South African money market collective investment scheme
      which:




	 	(i) 	
      has an international credit rating of A-1 or higher by
      Standard & Poor's Ratings Services or P-1 or higher by Moody's
      Investor Services Limited, or a comparable rating from an internationally
      recognised credit rating agency;

	 	 	 
	 	(ii) 	
      invests substantially all its assets in securities of the
      type described in paragraph (a) above; or




      each case, denominated in Rand or
anot

      	 	(c) 	any other debt security expressly approved by the
            Facility Agent,



      her currency approved by the Facility Agent, and to which any member of the
        Group is alone (or together with other members of the Group) beneficially entitled at that time
        and which is not issued or guaranteed by any member of the Group or
        subject to any Security (other than Security arising under the Security
        Documents) but excluding any certificates of deposit contemplated in
        Clause 1.2.2(a) issued by Grindrod Bank Limited if, at any applicable
        time, the aggregate amount of such certificates of deposit and any cash in
        hand or credit balances or amounts on deposit contemplated in Clause 1.2.1
        held at Grindrod Bank Limited exceeds R200,000,000 (or its equivalent in
        any other currency);

19 





	1.2.3 	
      Consolidated EBITDA, in
      relation to any Measurement Period, means the aggregate of the
      consolidated operating income of the Group (including dividends received
      in Cash), in each case, for that period, without taking any account of the
      following items (without double counting):





	 	(a) 	
      any Interest accrued as an obligation of any
      member of the Group, whether or not paid, deferred or capitalised during
      that period;

	 	 	 
	 	(b) 	
      any amount of Tax on profits, gains or income paid
      or payable by members of the Group and any amount of any rebate or credit
      in respect of Tax on profits, gains or income received or receivable by
      members of the Group;

	 	 	 
	 	(c) 	
      any depreciation or amortisation whatsoever, and
      any charge for impairment or any reversal in that period of any previous
      impairment charge;

	 	 	 
	 	(d) 	
      any loss against book value incurred by a member
      of the Group on the disposal of any asset (other than trading stock)
      during that period;

	 	 	 
	 	(e) 	
      any gain over book value arising in favour of a
      member of the Group on the disposal of any asset (other than trading
      stock) during that period and any gain arising on any revaluation of an
      asset during that period;

	 	 	 
	 	(f) 	
      any unrealised gains or losses due to exchange
      rate movements which are reported through the income statement;

	 	 	 
	 	(g) 	
      any unrealised gains or losses on any financial
      instrument (other than any financial instrument which is accounted for on
      a hedge accounting basis) which are reported through the income
      statement;

	 	 	 
	 	(h) 	
      the amount of profit or loss of any associate
      entity (which is not a member of the Group) in which any member of the
      Group has an ownership interest, to the extent (in respect of profit only)
      that the amount of such profit reported through the income statement
      exceeds the amount (net of any applicable withholding tax) received in
      cash by members of the Group through distributions by that entity;
    and

	 	 	 
	 	(i) 	
      any extraordinary and exceptional items approved
      by the Facility Agent in writing before the applicable Measurement
      Date;




	1.2.4 	
      Consolidated Total Borrowings
      in respect of the Group, at any time, means, without double counting,
      the aggregate at that time of the Financial Indebtedness of the members of
      the Group from sources external to the Group calculated at its nominal or
      principal amount or, if greater, the maximum amount payable on scheduled
      repayment or scheduled redemption of the relevant liabilities. For the
      purpose of this definition, "Financial
Indebtedness":




	 	(a) 	
      does not include any Permitted Financial Indebtedness
      pursuant to Clause 22.5.3 (Financial
Indebtedness);



20 





	 	(b) 	
      does not include any Settlement Obligations in respect of
      the Group; and

	 	 	 
	 	(c) 	
      in relation to any Treasury Transaction, only includes
      the actual amount due by the Borrower as a result of the termination or
      close-out of that derivate transaction;




	1.2.5 	
      Consolidated Total Net
      Borrowings means, at any time, Consolidated Total Borrowings less the
      aggregate amount at that time of all Cash and Cash Equivalents held by
      members of the Group;

	 	 
	1.2.6 	
      Interest
  means:




	 	(a) 	
      interest and amounts in the nature of interest
      accrued;

	 	 	 
	 	(b) 	
      prepayment penalties or premiums incurred in repaying or
      prepaying any Financial Indebtedness;

	 	 	 
	 	(c) 	
      discount fees and acceptance fees payable or deducted in
      respect of any Financial Indebtedness, including fees payable in respect
      of letters of credit and guarantees;

	 	 	 
	 	(d) 	
      any net payment (or, if appropriate in the context,
      receipt) under any interest rate hedging agreement or instrument, taking
      into account any premiums payable;

	 	 	 
	 	(e) 	
      any dividends on shares if those shares constitute
      Financial Indebtedness for purposes of this Agreement; and

	 	 	 
	 	(f) 	
      any other payments and deductions of similar effect
      (including the finance cost element of finance
leases),



and includes commitment and
non-utilisation fees (including those payable under the Finance Documents), but
excludes facility agent's and front-end, management, arrangement and
participation fees with respect to any Financial Indebtedness (including those
payable under the Finance Documents); 

	1.2.7 	
      Measurement Date
      means:




	 	(a) 	
      30 September, 2017; and

	 	 	 
	 	(b) 	
      thereafter, the last day of March, June, September and
      December of each year;




	1.2.8 	
      Measurement Period means
      each period of 12 months ending on a Measurement Date;

	 	 
	1.2.9 	
      Settlement Assets, at any
      time, means the cash and other funds that are treated and referred to as
      "settlement assets" in the relevant quarterly financial statements and/or
      annual financial statements of Holdco at that time;

	 	 
	1.2.10 	
      Settlement Obligations,
      at any time, means the cash and other funds that are treated and referred
      to as "settlement obligations" in the relevant quarterly financial
      statements and/or annual financial statements of Holdco at that time;
      and

	 	 
	1.2.11 	
      Total Net Leverage Ratio
      means, on any applicable Measurement Date, the ratio of Consolidated
      Total Net Borrowings to Consolidated EBITDA for the Measurement Period
      ending on that date.



21 





	1.3 	
      Construction




	1.3.1 	
      In this Agreement, unless
      inconsistent with the context, any reference
to:




	 	(a) 	
      any Arranger, the Facility Agent, any
      Finance Party, any Lender, any

	 	 	 
	 		
      Obligor, any Party or any other person
      shall be construed so as to include its successors in title, permitted
      cessionaries and permitted transferees;

	 	 	 
	 	(b) 	
      a document being in the agreed form means that the
      document is in a form previously agreed in writing by or on behalf of the
      Borrower and the Facility Agent or, if not so agreed, is in form and
      substance satisfactory to the Facility Agent;

	 	 	 
	 	(c) 	
      an amendment includes an amendment, supplement,
      novation, re-enactment, replacement, restatement or variation and amend
      will be construed accordingly;

	 	 	 
	 	(d) 	
      assets includes businesses, undertakings,
      securities, properties, revenues or rights of every description and
      whether present or future, actual or contingent;

	 	 	 
	 	(e) 	
      an authorisation includes authorisation, consent,
      approval, resolution, licence, permit, exemption, filing, notarisation,
      lodgement or registration;

	 	 	 
	 	(f) 	
      authority includes any court or any governmental,
      intergovernmental or supranational body, agency, department or any
      regulatory, self-regulatory or other authority;

	 	 	 
	 	(g) 	
      a disposal means a sale, transfer, cession,
      assignment, donation, grant, lease, licence or other alienation or
      disposal, whether voluntary or involuntary and whether pursuant to a
      single transaction or a series of transactions, and dispose will be
      construed accordingly;

	 	 	 
	 	(h) 	
      distribution means a transfer by a company of
      money or other assets of the company (other than its own shares) to, or to
      the order (or otherwise for the benefit) of, one or more holders of shares
      in that company or another company within the same group of companies,
      including any principal or interest in respect of amounts due (whether in
      respect of an intercompany or a shareholder loan or otherwise); any
      dividend (including any interest on any unpaid amount of a dividend),
      charge, fee, consideration or other distribution (whether in cash or in
      kind) on or in respect of its shares or share capital (or any class of its
      share capital); any repayment or distribution of any share premium
      account; and the payment of any management, advisory or other
  fee;

	 	 	 
	 	(i) 	
      a Finance Document or any other agreement or
      instrument includes (without prejudice to any prohibition on amendments)
      all amendments (however fundamental) to that Finance Document or other
      agreement or instrument, including any amendment providing for any
      increase in the amount of a facility or any additional facility or
      replacement facility;

	 	 	 
	 	(j) 	
      a guarantee means (other than in Clause 18
      (Guarantee and Indemnity) any guarantee, bond, letter of credit, indemnity
      or similar assurance against financial loss, or any obligation, direct or
      indirect, actual or contingent, to purchase or assume any indebtedness of
      any person or to make an investment in or loan to any person or to
      purchase assets of any person, where, in each case, that obligation is
      assumed in order to maintain or assist the ability of that person to meet
      any of its indebtedness;

	 	 	 
	 	(k) 	
      indebtedness includes any obligation (whether
      incurred as principal or as surety) for the payment or repayment of money, whether
  present or future, actual or contingent;



22 





	 	(l) 	
      know your customer requirements are the
      identification checks that a Finance Party requests in order to meet its
      obligations under any applicable law or regulation to identify a person
      who is (or is to become) its customer;

	 	 	 
	 	(m) 	
      a person includes any individual, company,
      corporation, unincorporated association or body (including a partnership,
      trust, fund, joint venture or consortium), government, state, agency,
      organisation or other entity whether or not having separate legal
      personality;

	 	 	 
	 	(n) 	
      a refinancing means an unscheduled repayment of
      Loans and other amounts outstanding under the Finance Documents which is
      funded, directly or indirectly, by way of Financial Indebtedness incurred
      or shares issued by a member of the Group, and refinance will be
      construed accordingly;

	 	 	 
	 	(o) 	
      a regulation includes any regulation, rule,
      official directive, request or guideline (whether or not having the force
      of law but, if not having the force of law, being of a type with which any
      person to which it applies is accustomed to comply) of any governmental,
      inter-governmental or supranational body, agency, department or
      regulatory, self-regulatory or other authority;

	 	 	 
	 	(p) 	
      a provision of law is a reference to that provision as
      extended, applied, amended or re-enacted, and includes any subordinate
      legislation;

	 	 	 
	 	(q) 	
      one gender include a reference to the others; the
      singular includes the plural and vice versa; natural persons
      include juristic persons and vice versa; and

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





	1.3.2 	
      Section, Clause and Schedule
      headings are for ease of reference only, and do not in any way affect the
      interpretation of a Finance Document.

	 	 
	1.3.3 	
      Unless a contrary indication
      appears, a term used in any other Finance Document or in any notice given
      under or in connection with any Finance Document has the same meaning in
      that Finance Document or notice as in this Agreement.

	 	 
	1.3.4 	
      A Default (other than an Event
      of Default) is continuing if it has not been remedied within any
      applicable remedy period expressly provided for in a Finance Document or
      waived, and an Event of Default is continuing if it has not been
      waived.

	 	 
	1.3.5 	
      If any provision in a definition
      is a substantive provision conferring rights or imposing obligations on
      any Party, notwithstanding that it appears only in an interpretation
      clause, effect shall be given to it as if it were a substantive provision
      of the relevant Finance Document.

	 	 
	1.3.6 	
      A term defined in a particular
      Clause of a Finance Document, unless it is clear from the Clause in
      question that application of the term is to be limited to the relevant
      Clause, shall bear the meaning ascribed to it for all purposes of the
      relevant Finance Document, notwithstanding that that term has not been
      defined in any interpretation Clause.

	 	 
	1.3.7 	
      The Schedules to a Finance
      Document form an integral part thereof and a reference to a Clause
      or a Schedule is a reference to a clause of, or a schedule to,
      this Agreement.

	 	 
	1.3.8 	
      Unless expressly otherwise
      provided in a Finance Document or inconsistent with
the context, any number of days prescribed in a Finance
      Document must be calculated by including the first and excluding the last
      day, unless the day before that last day falls on a day that is not a
      Business Day, in which case, the day before that last day will instead be
  the next Business Day.



23 





	1.3.9 	
      The rule of construction that,
      in the event of ambiguity, a contract shall be interpreted against the
      party responsible for the drafting thereof, shall not apply in the
      interpretation of the Finance Documents.

	 	 
	1.3.10 	
      The use of the word including
      followed by specific examples will not be construed as limiting the
      meaning of the general wording preceding it, and the eiusdem generis
      rule must not be applied in the interpretation of such general wording
      or such specific examples.

	 	 
	1.3.11 	
      The expiry or termination of any
      Finance Documents shall not affect those provisions of the Finance
      Documents that expressly provide that they will operate after any such
      expiry or termination or which of necessity must continue to have effect
      after such expiry or termination, notwithstanding that the clauses
      themselves do not expressly provide for this.

	 	 
	1.3.12 	
      The Finance Documents shall to
      the extent permitted by applicable law be binding on and enforceable by
      the administrators, trustees, permitted cessionaries, business rescue
      practitioners or liquidators of the Parties as fully and effectually as if
      they had signed the Finance Documents in the first instance and reference
      to any Party shall be deemed to include such Party’s administrators,
      trustees, permitted cessionaries, business rescue practitioners or
      liquidators, as the case may be.

	 	 
	1.3.13 	
      Unless the contrary intention
      appears:





	 	(a) 	
      a reference to a Party will not include any person if it
      has ceased to be a Party under this Agreement;

	 	 	 
	 	(b) 	
      any obligation of an Obligor under the Finance Documents
      which is not a payment obligation remains in force for so long as any
      payment obligation of an Obligor is or may be or is capable of becoming
      outstanding under the Finance Documents; and

	 	 	 
	 	(c) 	
      any obligation of an Obligor under the Finance Documents
      includes an obligation on that Obligor not to contract or agree to do
      something or not to do something which would breach that first obligation,
      unless such contract or agreement is conditional on the approval of the
      Facility Agent (as required under any Finance
Document).




	1.4 	
      Third party
  rights




	1.4.1 	
      Except as expressly provided for
      in this Agreement or in any other Finance Document, no provision of any
      Finance Document constitutes a stipulation for the benefit of any person
      who is not a party to that Finance Document.

	 	 
	1.4.2 	
      Notwithstanding any term of any
      Finance Document, the consent of any person who is not a party to that
      Finance Document is not required to rescind or vary that Finance Document
      at any time except to the extent that the relevant variation or rescission
      (as the case may be) relates directly to the right conferred upon any
      applicable third party under a stipulation for the benefit of that party
      that has been accepted by that third party.



24 




SECTION 2 
THE SENIOR FACILITIES 

	2. 	
      THE SENIOR FACILITIES




	2.1 	
      Senior Facility
A

	 	 
		
      Subject to the terms of this
      Agreement and the Senior Facility A Agreement, the Senior Facility A
      Lenders make available to the Borrower a Rand-denominated amortising term
      loan facility in an aggregate amount equal to the Total Senior Facility A
      Commitments.

	 	 
	2.2 	
      Senior Facility
B

	 	 
		
      Subject to the terms of this
      Agreement and the Senior Facility B Agreement, the Senior Facility B
      Lenders make available to the Borrower a Rand-denominated amortising term
      loan facility in an aggregate amount equal to the Total Senior Facility B
      Commitments.




	2.3 	
      Senior Facility
  C




	2.3.1 	
      Subject to the terms of this
      Agreement and the Senior Facility C Agreement, the Senior Facility C
      Lenders make available to the Borrower, during the Availability Period
      relating to Senior Facility C, a Rand-denominated amortising term loan
      facility in an aggregate amount equal to the Total Senior Facility C
      Commitments.

	 	 
	2.3.2 	
      In this Clause
  2.3:




	 	(a) 	
      Pro Rata Share, at any time with respect to any
      Senior Facility C Lender, means:




	 	(i) 	
      if Total Senior Facility C Commitments or Senior Facility
      B Outstandings are R0 at that time, the ratio at that time of the
      Commitment of that Senior Facility C Lender under Senior Facility A to the
      Total Senior Facility A Commitments (in each case, as reduced or cancelled
      in accordance with the terms of this Agreement);

	 	 	 
	 	(ii) 	
      at all other times, the proportion at that time which
      that Senior Facility C Lender's Senior Facility C Outstandings bears to
      the aggregate Senior Facility C Outstandings under Senior C
    Facility;




	 	(b) 	
      Senior Facility A Voluntary Prepayment Date means
      a date on which the Borrower makes a voluntary prepayment, pursuant to
      Clause 7.7 (Voluntary prepayments), of an outstanding principal amount of
      the Senior Facility A Loan in accordance with the payment mechanics set
      out in Clause 30.1 (Payment mechanics);

	 	 	 
	 	(c) 	
      Senior Facility C Commitment, at any time with
      respect to any Senior Facility C Lender, means its Pro Rata Share at that
      time of the Total Senior Facility C Commitments and the amount of any
      Senior Facility C Commitment transferred to it under this Agreement to the
      extent not cancelled, reduced or transferred by it under this
      Agreement;

	 	 	 
	 	(d) 	
      Senior Facility C Lenders
means:




	 	(i) 	
      the Senior Facility A Lenders as at each Senior Facility
      A Voluntary Prepayment Date (which will include an Original Senior
      Facility C Lender to the extent it is a Senior Facility A Lender on any
      such date); and



25 





	 	(ii) 	
      any bank, financial institution, trust, fund or other
      entity which becomes a Party as a Senior Facility C Lender after the first
      Senior Facility A Voluntary Prepayment Date in accordance with Clause 24
      (Changes to the Lenders),



in each case, which has not ceased to
be a Party in accordance with the terms of this Agreement (and Senior
Facility C Lender, as the context requires, means any of them); and 

	 	(e) 	
      Total Senior Facility C Commitments means, at any
      time, an amount equal to the aggregate amount of voluntary prepayments of
      the outstanding principal amount of the Senior Facility A Loan made by the
      Borrower pursuant to Clause 7.7 (Voluntary prepayments) at that time,
      provided that:




	 	(i) 	
      if there is no Senior Facility A Loan disbursed under
      this Agreement and the Senior Facility A Agreement; or

	 	 	 
	 	(ii) 	
      if there is such disbursement, until the Borrower has
      made a prepayment in respect of any principal amount of the Senior
      Facility A Loan pursuant to Clause 7.7 (Voluntary
  prepayments),



the Total Facility C Commitments shall
be R0. 

	2.4 	
      Senior Facility
  D



Subject to the terms of this Agreement
and the Senior Facility D Agreement, the Senior Facility D Lenders make
available to the Borrower a Rand-denominated amortising term loan facility in an
aggregate amount equal to the Total Senior Facility D Commitments. 

	2.5 	
      Finance Parties' rights and
      obligations




	2.5.1 	
      The obligations of each Finance
      Party under the Finance Documents are separate and independent. Failure by
      a Finance Party to perform its obligations under the Finance Documents
      does not affect the obligations of any other Party under the Finance
      Documents. No Finance Party is responsible for the obligations of any
      other Finance Party under the Finance Documents.

	 	 
	2.5.2 	
      The rights of each Finance Party
      under or in connection with the Finance Documents are separate and
      independent rights and any debt arising under the Finance Documents to a
      Finance Party from an Obligor is a separate and independent debt in
      respect of which a Finance Party shall be entitled to enforce its rights
      in accordance with Clause 2.5.3. The rights of each Finance Party include
      any debt owing to that Finance Party under the Finance Documents and, for
      the avoidance of doubt, any part of a Loan or any other amount owed by an
      Obligor which relates to a Finance Party’s participation in a Senior
      Facility or its role under a Finance Document (including any such amount
      payable to the Facility Agent on its behalf) is a debt owing to that
      Finance Party by that Obligor.

	 	 
	2.5.3 	
      A Finance Party may, except as
      otherwise stated in the Finance Documents, separately enforce its rights
      under the Finance Documents.




	3. 	
      PURPOSE




	3.1 	
      Purpose




	3.1.1 	
      The Borrower shall apply all
      amounts borrowed by it under Senior Facility A to fund the acquisition of
      the Cell C Shares and for no other purpose
whatsoever.



26 





	3.1.2 	
      The Borrower shall apply all
      amounts borrowed by it under Senior Facility B and Senior Facility C
      to:




	 	(a) 	
      fund working capital requirements and general corporate
      expenditure requirements of the Group;

	 	 	 
	 	(b) 	
      fund capital expenditure requirements of the Group;
      and

	 	 	 
	 	(c) 	
      pay costs, fees and expenses incurred by the Borrower in
      entering into the Finance Documents,



and for no other purpose whatsoever.


	3.1.3 	
      The Borrower shall apply all
      amounts borrowed by it under Senior Facility D to fund working capital and
      general corporate (including acquisitions) requirements of the Group and
      for no other purpose whatsoever.




	3.2 	
      Monitoring



No Finance Party is bound to monitor
or verify the application of any amount borrowed pursuant to this Agreement and
a Senior Facility Agreement. 

	4. 	
      CONDITIONS OF
UTILISATION




	4.1 	
      Initial conditions
      precedent



A Utilisation Request may not be given
(and a Lender shall have no obligation to advance any Loan or provide any other
form of credit or financial accommodation under any Senior Facility to any
person) unless the Facility Agent has notified the Borrower that all the
documents and other evidence listed in Part I of Schedule 2 (Conditions
Precedent) have been received in form and substance satisfactory to the Lenders.
The Facility Agent shall notify the Borrower as soon as reasonably practicable
upon receiving confirmation of all the Lenders being so satisfied. 

	4.2 	
      Further conditions
      precedent



Subject to the terms of this
Agreement, a Lender will only be obliged to participate in a Loan or other
Utilisation under a Senior Facility if, in the reasonable opinion of that
Lender, on the date of the Utilisation Request and on the proposed Utilisation
Date: 

	4.2.1 	
      the Repeating Representations
      are correct in all material respects; and

	 	 
	4.2.2 	
      no Default is continuing or
      would result from the proposed Utilisation.




	4.3 	
      Waiver or deferral of
      conditions precedent



Each condition precedent referred to
in this Clause 4 is for the benefit solely of the Lenders. The Facility Agent
(acting on the instructions of all the Lenders) may, by notice to the Borrower,
waive or defer delivery of any condition precedent, in whole or in part, and
subject to such other conditions (if any) as it may determine. 

	4.4 	
      Failure to
  close



If the Closing Date has not occurred by
23H59 on the Longstop Date (or such later date as may be agreed by the Facility
Agent, acting on the instructions of all the Lenders), the Total Commitments
shall immediately, automatically and without a requirement for notice to be
given to any person, be cancelled and reduced to zero. 

27 





	5. 	
      UTILISATION




	5.1 	
      Utilisations under a Senior
      Facility Agreement

	 	 
		
      Subject to the terms of this
      Agreement, the Borrower may utilise a Senior Facility under a Senior
      Facility Agreement to which it is a party on the terms and conditions of
      the applicable Senior Facility Agreement.

	 	 
	5.2 	
      Automatic
    cancellation

	 	 
		
      The Commitments of each Lender
      under a Senior Facility which, at that time, are unutilised, shall
      automatically be cancelled immediately at 11h00 on the last day of the
      Availability Period for the relevant Senior
Facility.



28 




SECTION 3 
REPAYMENT, PREPAYMENT AND CANCELLATION


	6. 	
      REPAYMENT



Subject to the terms of this Agreement,
the Borrower shall repay all Loans made to it under a Senior Facility Agreement
to which it is a party in full, in the amounts and on the dates specified in
that Senior Facility Agreement, and otherwise in accordance with the terms of
that Senior Facility Agreement. 

	7. 	
      PREPAYMENT AND
CANCELLATION




	7.1 	
      Mandatory prepayment -
      illegality



If it becomes unlawful in any
applicable jurisdiction for a Lender to perform any of its obligations as
contemplated by this Agreement, to maintain its participation in any Loan: 

	7.1.1 	
      that Lender shall notify the
      Facility Agent as soon as reasonably practicable upon becoming aware of
      that event;

	 	 
	7.1.2 	
      upon the Facility Agent
      notifying the Borrower, the Available Commitment of that Lender will be
      immediately cancelled;

	 	 
	7.1.3 	
      the Borrower shall repay that
      Lender's participation in the Loans (together with all other Senior
      Facility Outstandings due to that Lender) on the last day of the Interest
      Period for each Loan occurring after the Facility Agent has notified the
      Borrower or, if earlier, the date specified by the Lender in the notice
      delivered to the Facility Agent (being no earlier than the last day of any
      applicable grace period permitted by law).




	7.2 	
      Mandatory prepayment -
      sanctions




	7.2.1 	
      If any member of the Group
      (including, for this purpose, Smart Life):




	 	(a) 	
      is or becomes a Sanctioned Entity;

	 	 	 
	 	(b) 	
      participates in any manner in any Sanctioned
      Transaction,



each Obligor shall notify the Facility
Agent promptly upon becoming aware of that event (unless that Obligor is aware
that a notification has already been provided by another Obligor). 

	7.2.2 	
      If any event contemplated by
      Clause 7.2.1 occurs, the following shall
apply:




	 	(a) 	
      upon the Facility Agent receiving a notice from an
      Obligor under Clause 7.2.1 or a similar notice from any Finance Party, it
      shall notify the Lenders as soon as reasonably practicable;

	 	 	 
	 	(b) 	
      a Lender shall not be obliged to fund any
    Utilisation;

	 	 	 
	 	(c) 	
      if a Lender so requires, the Facility Agent shall cancel
      the Commitments of that Lender and declare the participation of that
      Lender in all outstanding Utilisations, together with all other Senior
      Facility Outstandings due to that Lender due and payable, whereupon the
      Commitments of that Lender will be cancelled immediately and all such
      outstanding amounts will become due and payable on the last day of the
      Interest Period for each Loan occurring after the Facility Agent has so
      notified the Borrower or, if earlier, the date specified
  by the Facility Agent in that notice (being no earlier than the
last day of any applicable grace period permitted by law). 



29 




	7.3 	
      Mandatory prepayment - change
      of control or transfer of business




	7.3.1 	
      If, at any
  time:




	 	(a) 	
      any person, or group of persons acting in concert, gains
      control, directly or indirectly, of Holdco;

	 	 	 
	 	(b) 	
      the shares of common stock of Holdco are delisted from
      the NASDAQ Stock Market or the trade in those shares is suspended for more
      than five trading day (other than by reason of a general suspension of
      trading in securities by the NASDAQ Stock Market);

	 	 	 
	 	(c) 	
      the International Finance Corporation, an international
      organization established by articles of agreement among its member
      countries, including South Africa, (the IFC) gives notices of its
      intention to exercise its rights under the shareholders' agreement of
      Holdco to require Holdco to purchase any or all of the shares of common
      stock of Holdco held by the IFC;

	 	 	 
	 	(d) 	
      subject to Clause 7.3.2, Holdco does not, or ceases to,
      hold, legally and beneficially, and have the right to vote as it sees fit
      100 per cent. of the issued share capital of the Borrower;

	 	 	 
	 	(e) 	
      subject to Clause 7.3.2, the Borrower does not, or ceases
      to, hold, legally and beneficially, and have the right to vote as it sees
      fit, directly or indirectly, 100 per cent. of the issued share capital of
      each other Obligor (other than Cash Paymaster); or

	 	 	 
	 	(f) 	
      there is one or more sales (whether in a single
      transaction or a series of related transactions) of assets of one or more
      members of the Group associated with any operating division or business
      which, on a cumulative basis, contributed (directly or indirectly) more
      than 25.00 per cent. of Consolidated EBITDA or total assets of the Group
      for the Measurement Period of the Group most recently
  ended,



(each a Control Event) the
Borrower shall promptly notify the Facility Agent upon becoming aware of that
Control Event, and the following shall apply: 

	 	(i) 	
      a Lender shall not be obliged to fund any Utilisation;
      and

	 	 	 
	 	(ii) 	
      if a Lender so requires, the Facility Agent shall, by
      notice to the Borrower, cancel the Commitments of that Lender and declare
      the participation of that Lender in all outstanding Utilisations, together
      with all other Senior Facility Outstandings due to that Lender immediately
      due and payable, whereupon the Commitments of that Lender will be
      cancelled immediately and all such outstanding Utilisations will become
      immediately due and payable.




	7.3.2 	
      A Control Event shall not
      occur:




	 	(a) 	
      in relation to Clause 7.3.1(d) where Holdco's
      shareholding, or the percentage of shares it is entitled to vote, reduces,
      directly or indirectly, by a maximum amount of 25 per cent. pursuant to a
      Permitted BEE Transaction; or

	 	 	 
	 	(b) 	
      in relation to Clause 7.3.1(e) where the Borrower's
      shareholding, or the percentage of shares it is entitled to vote, reduces,
      directly or indirectly, by a maximum amount of 25 per cent. pursuant to a
      Permitted BEE Transaction.



30 





	7.3.3 	
      For purposes of this
    Clause:




	 	(a) 	
      control, in relation to any company or similar
      organisation or person:




	 	(i) 	
      the shares of which are not listed on a stock exchange,
      means another company or legal entity or person (whether alone or pursuant
      to an agreement with others):




	 	(A) 	
      holds or controls more than 50 per cent. of the voting
      rights (taking into account when such voting rights can be exercised) in
      that company;

	 	 	 
	 	(B) 	
      has the power (whether by way of ownership of shares,
      proxy, contract, agency or otherwise) to appoint or remove the majority of
      that company’s board of directors; or

	 	 	 
	 	(C) 	
      has the power to ensure the majority of that company’s
      board of directors will act in accordance with its wishes;
  and




	 	(ii) 	
      the shares of which are listed on a stock exchange,
      means:




	 	(A) 	
      the holding of shares or the aggregate of holdings of
      shares or other securities in a company entitling the holder thereof to
      exercise, or cause to be exercised more than 50 per cent. of the voting
      rights at shareholder meetings of the company irrespective of whether such
      holding or holdings confers de facto control; or

	 	 	 
	 	(B) 	
      the holding or control by a shareholder or member alone
      or pursuant to an agreement with other shareholders or members of more
      than 50 per cent. of the voting rights in the company irrespective of
      whether such holding or holdings confers de facto control;
    and




	 	(b) 	
      acting in concert means a group of persons who,
      pursuant to an agreement or undertaking (whether formal or informal)
      actively co-operate, through the acquisition of shares in the Borrower by
      any of them, either directly or indirectly, to obtain or consolidate
      control of the Borrower.




	7.4 	
      Mandatory prepayment -
      material disposal and insurance proceeds




	7.4.1 	
      In this Agreement:

	 	 
		
      Disposal Proceeds means
      the gross amount of consideration receivable by any member of the Group,
      in cash or cash equivalent instruments which upon receipt are readily
      convertible into Cash on reasonable commercial terms pursuant to a
      disposal of assets:




	 	(a) 	
      including the amount of any intercompany loan repaid by a
      person who ceases to be a member of the Group to continuing members of the
      Group;

	 	 	 
	 	(b) 	
      treating any amount owing by any purchaser of assets as
      consideration received in cash if such amount is payable in cash later
      than 6 Months after such disposal or, if such amount is payable in cash
      within 6 Months of such disposal, such cash will be taken into
      consideration on the date of receipt by the member of the Group;

	 	 	 
	 	(c) 	
      treating any amount set off by any purchaser of assets as
      consideration received in cash;



31 





	 	(d) 	
      treating consideration initially received in a form other
      than cash or such other cash instruments, as being received when and if
      that consideration is converted into cash or such other cash instruments
      or becomes readily so convertible on reasonable commercial
terms;

	 	 	 
	 	(e) 	
      after deducting Taxes (and amounts reserved in respect of
      Taxes) paid or payable by members of the Group as a result of that
      disposal of assets; and

	 	 	 
	 	(f) 	
      after deducting the properly evidenced costs and expenses
      incurred by members of the Group to persons who are not members of the
      Group directly in connection with that disposal of assets, including, in
      respect of the redundancy of employees or the relocation of employees
      which occurs as a result of that disposal of up to R80,000,000 during the
      term of this Agreement;



Excluded Disposal Proceeds
means any Disposal Proceeds: 

	 	(a) 	
      which, when taken together with the Disposal Proceeds of
      all other disposals of assets by members of the Group in the same
      financial year, are less than R50,000,000;

	 	 	 
	 	(b) 	
      which, when taken together with the Disposal Proceeds of
      all other disposals of assets by members of the Group in the same
      financial year, are more than R50,000,000, but only to the extent that,
      they are to be (and are) applied as soon as reasonably practicable and in
      any event within 120 days of the date of receipt thereof (or such longer
      period as the Facility Agent may agree), to replace an asset (not being
      shares or any other ownership interest in a person) with another asset of
      a substantially similar type for use in the Group's business (being a
      fixed asset in the case of a disposal of a fixed asset);

	 	 	 
	 	(c) 	
      of a disposal referred to in Clauses 22.6.1, 22.6.2,
      22.6.3 (but only where the disposing entity is an Obligor and the
      acquiring entity is also an Obligor), 22.6.5, 22.6.6, 22.6.7, 22.6.8,
      22.6.10, 22.6.11 or 22.6.12 (Disposals); or

	 	 	 
	 	(d) 	
      which the Facility Agent agrees in writing comprises
      Excluded Disposal Proceeds;



Excluded Insurance Proceeds
means Insurance Proceeds received by a member of the Group: 

	 	(a) 	
      which are, or are to be, applied to meet a third party
      liability claim or to cover operating losses (including business
      interruption, interruption loss or other loss of revenue) in respect of
      which the relevant Insurance claim was made;

	 	 	 
	 	(b) 	
      which are applied or contractually committed to be
      applied (and are then so applied) as soon as reasonably practicable and in
      any event within 120 days of the date of receipt (or such longer period as
      the Facility Agent may agree), in reinstating or replacing (on a like for
      like basis) any asset, or in defraying the loss or liability to which the
      claim relates; or

	 	 	 
	 	(c) 	
      which are in an amount per claim which is less than
      R50,000,000 and, when taken together with the value of any other claims in
      the same financial year, are less than
R50,000,000;



Insurance Proceeds means the
proceeds of a claim under any contract of Insurance maintained by or which may
be claimed by a member of the Group, after deducting the reasonable, properly
evidenced costs and expenses incurred by members of the Group to persons who are
not members of the Group directly in connection with the recovery of that claim;


32 




Material Disposal Proceeds
means Disposal Proceeds other than Excluded Disposal Proceeds; 

Material Insurance Proceeds
means Insurance Proceeds other than Excluded Insurance Proceeds; and 

Recovered Net Proceeds means
Material Disposal Proceeds or Material Insurance Proceeds, as applicable. 

	7.4.2 	
      The Borrower must notify the
      Facility Agent within 10 Business Days of the receipt of any Disposal
      Proceeds or Insurance Proceeds by a member of the Group.

	 	 
	7.4.3 	
      If a member of the Group
      receives any Recovered Net Proceeds, the Borrower shall offer to prepay
      Utilisations and other Senior Facility Outstandings in an amount equal to
      the balance of those Recovered Net Proceeds, and procure that the
      Recovered Net Proceeds are applied to discharge any payments required to
      be made as a result of an acceptance of any such offer, all in accordance
      with the requirements of Clause 8 (Prepayment Offers and
    Priorities).




	7.5 	
      Mandatory prepayment -
      Moneyline




	7.5.1 	
      In this Agreement:

	 	 
		
      Moneyline Event means a
      change to any law, regulation or authorisation applicable to Moneyline
      (including the loss of any licence or registration by Moneyline) which
      will, or is reasonably likely to, adversely affect the ability of
      Moneyline to operate its business in the ordinary course and in all
      material respects as it is being conducted (including its ability to
      advance credit to its customers);

	 	 
		
      Moneyline Proceeds means
      the cash proceeds received by Moneyline from its debtors from the
      repayment or prepayment of any loans under which Moneyline was the
      creditor.

	 	 
	7.5.2 	
      The Borrower must notify the
      Facility Agent promptly upon becoming aware of the occurrence of a
      Moneyline Event.

	 	 
	7.5.3 	
      Following the occurrence of a
      Moneyline Event, if a member of the Group receives any Moneyline Proceeds,
      the Borrower shall offer to prepay Utilisations and other Senior Facility
      Outstandings in an amount equal to the balance of those Moneyline
      Proceeds, and procure that the Moneyline Proceeds are applied to discharge
      any payments required to be made as a result of an acceptance of any such
      offer, all in accordance with the requirements of Clause 8 (Prepayment
      Offers and Priorities).




	7.6 	
      Mandatory prepayment -
      Subscription failure

	 	 
		
      If the Subscription does not
      occur on the Subscription Date, the Borrower shall repay each Lender's
      participation in the Senior Facility A Loan (together with all other
      Senior Facility A Outstandings due to that Lender) on or before the last
      day of the Interest Period for the Senior Facility A Loan following the
      failure of the Subscription to occur on the Subscription Date.

	 	 
	7.7 	
      Voluntary
  prepayment

	 	 
		
      Subject to the provisions of this
      Clause below, the Borrower may, by giving not less than 10 Business Days'
      prior notice to the Facility Agent, prepay a Senior Loan or other amount
      utilised under a Senior Facility at any time, in whole or in part. A
      prepayment of part of a Senior Loan must be in a minimum amount of
      R25,000,000 and an integral multiple of R5,000,000 or such lesser amount as may be outstanding under
the Finance Documents (or such other amount as may be agreed by the Facility
Agent). 



33 





	7.8 	
      Voluntary
    cancellation




	7.8.1 	
      The Borrower may, by giving the
      Facility Agent not less than 10 Business Days' prior notice (or such
      shorter period as the Facility Agent may agree) cancel an Available
      Facility, in whole or in part. A partial cancellation of any of an
      Available Facility must be in a minimum amount of R25,000,000.

	 	 
	7.8.2 	
      Any partial cancellation of an
      Available Facility under this Clause must be applied against the
      Commitment of each Lender under the relevant Senior Facility pro
      rata.




	7.9 	
      Cancellation and prepayment of
      a single Lender on a change of costs




	7.9.1 	
      If:




	 	(a) 	
      any sum payable to any Lender by an Obligor is required
      to be increased under Clause 13.2 (Tax gross-up); or

	 	 	 
	 	(b) 	
      any Lender claims indemnification from the Borrower under
      Clause 13.3 (Tax indemnity) or Clause 14 (Changes in
  Costs),



the Borrower may, whilst the
circumstance giving rise to the requirement for that increase or indemnification
continues, and provided no Default is then continuing, give the Facility Agent
notice of cancellation of the Commitment of that Lender and its intention to
procure the repayment of that Lender's participation in the Utilisations. 

	7.9.2 	
      On receipt of a notice of
      cancellation referred to in Clause 7.9.1, the Commitment of that Lender
      shall immediately be cancelled and reduced to zero.

	 	 
	7.9.3 	
      On the last day of each Interest
      Period in relation to a Utilisation which ends after the Borrower has
      given notice of cancellation and/or repayment under Clause 7.9.1 (or, if
      earlier, the date specified by the Borrower in that notice), the Borrower
      shall repay that Lender's participation in the relevant Utilisation
      together with all other Senior Facility Outstandings owed to that Lender
      under the relevant Facilities.




	7.10 	
      Re-borrowing and
      reinstatement




	7.10.1 	
      No amount of a Utilisation paid,
      repaid or prepaid under this Agreement or a Senior Facility Agreement may
      be re-borrowed under that Senior Facility Agreement.

	 	 
	7.10.2 	
      No amount of the Total
      Commitments cancelled under this Agreement or a Senior Facility Agreement
      may be reinstated.




	7.11 	
      Application of partial
      prepayments

	 	 
		
      Any amount to be applied in
      prepayment of Utilisations and other Senior Facility Outstandings under
      this Agreement or a Senior Facility Agreement:




	7.11.1 	
      shall, in relation to any
      mandatory prepayment pursuant to this Clause 7, be applied in or towards
      discharging the Utilisation and other Senior Facility Outstandings under
      the Facilities pro rata;

	 	 
	7.11.2 	
      in respect of a particular
      Senior Facility, shall be applied in or towards discharging the
      participation of Lenders in any Utilisation and other Senior Facility
      Outstandings under that Senior Facility pro
rata;



34 





	7.11.3 	
      in respect of Senior Facility A,
      will not be applied against the Repayment Instalments in respect of Senior
      Facility A that remain outstanding under that Senior Facility;

	 	 
	7.11.4 	
      in respect of Senior Facility B,
      will be applied against the Repayment Instalments in respect of Senior
      Facility B, if any, that remain outstanding under that Senior Facility
      pro rata;

	 	 
	7.11.5 	
      in respect of Senior Facility D,
      will be applied against the Repayment Instalments in respect of Senior
      Facility D, if any, that remain outstanding under that Senior Facility
      pro rata,



except, in respect of Clause 7.11.1,
for a prepayment which is required to be made to a particular Lender under this
Clause 7 or under Clause 8 (Prepayment Offers and Priorities). 

	7.12 	
      Other
  provisions




	7.12.1 	
      If all or part of any Lender's
      participation in a Loan is repaid or prepaid and is not available for
      redrawing, an amount of that Lender's commitments (equal to the amount of
      the participation which is repaid or prepaid) will be deemed to be
      cancelled on the date of repayment or prepayment.

	 	 
	7.12.2 	
      If the Facility Agent receives
      any notice of prepayment or cancellation under this Clause 7 or a Senior
      Facility Agreement, it shall forward a copy of that notice as soon as
      reasonably practicable to either the Borrower or the affected Finance
      Parties, as appropriate.

	 	 
	7.12.3 	
      Any notice of prepayment or
      cancellation given by a Party under this Clause 7 or a Senior Facility
      Agreement shall be irrevocable and, unless a contrary indication appears
      in a Finance Document, shall specify the date or dates upon which the
      relevant cancellation or prepayment is to be made and the amount of that
      cancellation or prepayment.

	 	 
	7.12.4 	
      Except as expressly otherwise
      provided in this Clause 7 or a Senior Facility Agreement, any prepayment
      shall be made together with accrued interest on the amount prepaid,
      without premium or penalty except for any Break Costs which arise as a
      result of such prepayment or as may be otherwise provided in the
      applicable Senior Facility Agreement.

	 	 
	7.12.5 	
      The Borrower shall not pay,
      repay or prepay all or any part of the Utilisations or cancel all or any
      part of the Commitments except at the times and in the manner expressly
      provided for in this Agreement and the applicable Senior Facility
      Agreement.

	 	 
	7.12.6 	
      The Facility Agent may agree a
      shorter notice period for a voluntary prepayment or a voluntary
      cancellation under a Senior Facility.




	8. 	
      PREPAYMENT OFFERS AND PRIORITIES

	 	 
		
      The provisions of this Clause 8 shall apply to all
      amounts that are required to be applied in or towards the prepayment of
      Utilisations and other Senior Facility Outstandings pursuant to Clauses
      7.4 (Mandatory prepayment - material disposal and insurance proceeds) and
      Clause 22.19.2(f) (Distributions).




	8.1 	
      Initial Prepayment
      Offers

	 	 
		
      If:



35 





	8.1.1 	
      a member of the Group receives
      any amount of Recovered Net Proceeds or Moneyline Proceeds (in each case,
      the Distributable Balance), the Borrower, by way of a notice (an
      Initial Offer Notice) delivered to the Facility Agent no later than
      10 Business Days after receipt of those Recovered Net Proceeds or
      Moneyline Proceeds, as the case may be, shall offer (an Initial
      Prepayment Offer) to pay and discharge the participation of each
      Lender in Utilisations and other Senior Facility Outstandings that remain
      outstanding under the Senior Facilities, in each case for an amount equal
      to a Lender's Pro Rata Share of the Distributable Balance (in respect of
      each such Lender, its Distributable Share); or

	 	 
	8.1.2 	
      any Cash Distribution Prepayment
      Amount is required to be offered for prepayment as contemplated in Clause
      22.19.2(f) (Distributions) (the Distributable Balance), the
      Borrower, by way of a notice (an Initial Offer Notice) delivered to
      the Facility Agent at the same time as delivery of the notice contemplated
      in Clause 22.19.2(a) (Distributions), shall offer (an Initial
      Prepayment Offer) to pay and discharge the participation of each
      Lender in the Utilisations and other Senior Term Facility Outstandings
      that remain outstanding under the Senior Term Facilities, in each case for
      an amount equal to a Lender's Pro Rata Share of the Distributable Balance
      (in respect of each such Lender, its Distributable
  Share).




	8.2 	
      Acceptances and Additional
      Prepayment Offers




	8.2.1 	
      If a Lender wishes to accept an
      Initial Prepayment Offer or any part thereof, it must advise the Facility
      Agent of its acceptance and provide to it the following
  details:




	 	(a) 	
      the amount of its available Distributable Share which it
      requires to be paid to it (an Accepted Prepayment Amount);
    and

	 	 	 
	 	(b) 	
      the maximum amount (the Additional Acceptances
      Limit) of any additional part of the Distributable Balance it would be
      prepared to accept (if any) in or towards payment and discharge of its
      participation in Utilisations and other Senior Facility Outstandings that
      remain outstanding under a Senior Facility in circumstances where one or
      more Lenders were to decline the applicable Initial Prepayment Offers made
      to them,



by way of a notice delivered to the
Facility Agent no later than 5 Business Days after receipt of any applicable
Initial Offer Notice (each such Lender which accepts any applicable Initial
Prepayment Offer for the amount of its Distributable Share or any part thereof,
being a Participating Lender). If a Lender fails to advise the Facility
Agent of its acceptance of an Initial Prepayment Offer, as required under this
paragraph, then it shall be deemed to have accepted the Initial Prepayment Offer
in full. 

	8.2.2 	
      The Facility Agent will advise
      the Borrower and the Lenders, by way of a notice (an Acceptances
      Confirmation) delivered to each of them within 2 Business Days
      following expiry of the 5 Business Day period within which any applicable
      Initial Prepayment Offers may be accepted, of the
  following:




	 	(a) 	
      the Initial Prepayment Offers accepted (including offers
      that are deemed to have been accepted) and declined and the aggregate
      amount of Distributable Shares for which Initial Prepayment Offers have
      been declined (the Declined Balance); and

	 	 	 
	 	(b) 	
      in relation to each Participating Lender, that portion of
      the Declined Balance allocable to it (the Additional Prepayment
      Amount), being its Pro Rata Share (and for purposes of determining its
      Pro Rata Share it is assumed that the Senior Facility Outstandings of the
      Lenders declining the Initial Prepayment Offer are nil) of the Declined Balance limited to its
Additional Acceptances Limit. 



36 





	8.2.3 	
      Upon delivery of an Acceptances
      Confirmation:




	 	(a) 	
      the Borrower will be irrevocably deemed to have offered
      (the Additional Prepayment Offer) to pay and discharge to each
      Participating Lender (in addition to amounts accepted by it pursuant to
      Clause 8.2.1) its participation in Utilisations and other Senior Facility
      Outstandings that remain outstanding; and

	 	 	 
	 	(b) 	
      each Participating Lender will be deemed to have accepted
      the Additional Prepayment Offer,



in each case, for an amount equal to
the Additional Prepayment Amount of each such Lender. 

	8.3 	
      Payment




	8.3.1 	
      Following a receipt of Recovered
      Net Proceeds and delivery of an Acceptances Confirmation to the Borrower,
      the Borrower shall pay to the Facility Agent, for the account of each
      Participating Lender, the Accepted Prepayment Amount and the Additional
      Prepayment Amount (if any) of that Participating Lender, in
  full:




	 	(a) 	
      on the Interest Payment Date immediately following expiry
      of the 120 day period referred to in the definition of Excluded Disposal
      Proceeds and Excluded Insurance Proceeds (as applicable) in Clause 7.4
      (Mandatory prepayment - material disposal and insurance proceeds) if the
      relevant Disposal Proceeds or Insurance Proceeds have not been applied
      within that 120-day period; or

	 	 	 
	 	(b) 	
      if a Default is continuing, no later than the first
      Business Day following the date on which the Facility Agent delivers an
      Acceptances Confirmation to the Borrower.




	8.3.2 	
      Following a receipt of Moneyline
      Proceeds and delivery of an Acceptances Confirmation to the Borrower, the
      Borrower shall pay to the Facility Agent, for the account of each
      Participating Lender, the Accepted Prepayment Amount and the Additional
      Prepayment Amount (if any) of that Participating Lender, in
  full




	 	(a) 	
      on the Interest Payment Date immediately following the
      date on which the Facility Agent delivers an Acceptances Confirmation to
      the Borrower; or

	 	 	 
	 	(b) 	
      if a Default is continuing, no later than the first
      Business Day following the date on which the Facility Agent delivers an
      Acceptances Confirmation to the Borrower.




	8.3.3 	
      If any Cash Distribution
      Prepayment Amount is required to be offered for prepayment as contemplated
      in Clause 22.19.2(f) (Distributions), the Borrower shall, following
      delivery to it of an Acceptances Confirmation, pay to the Facility Agent,
      for the account of each Participating Lender, the Accepted Prepayment
      Amount and the Additional Prepayment Amount (if any) of that Participating
      Lender, in full, before the payment of any Cash Distribution to Holdco in
      accordance with Clause 22.19.2 (Distributions) or any cash payments are
      made from any Available Distribution Amount in accordance with Clause
      22.9.3 (Acquisitions). For the avoidance of doubt, any payment to a
      Participating Lender pursuant to this Clause will be deemed to be a
      mandatory prepayment of the relevant Utilisations and other Senior
      Facility Outstandings and not a voluntary prepayment pursuant to Clause
      7.7 (Voluntary prepayment).



37 





	8.4 	
      Remaining amount of
      Distributable Balance

	 	 
		
      If, after having implemented the
      provisions of Clauses 8.1 and 8.2, the full amount of any Distributable
      Balance offered to Lenders is not required to be applied in or towards the
      payment, repayment or prepayment of Utilisation and other Senior Facility
      Outstandings, any remaining balance (or any part thereof) may be retained
      in the Group and used for the general operations of the members of the
      Group.



38 




SECTION 4 
COSTS OF UTILISATION 

	9. 	
      INTEREST AND INTEREST
PERIODS




	9.1 	
      Calculation, accrual and
      payment

	 	 
		
      All interest on a Loan made to
      the Borrower under a Senior Facility Agreement shall be calculated, accrue
      and be paid by the Borrower for the account of the Lenders under the
      relevant Senior Facility in accordance with the terms of that Senior
      Facility Agreement.

	 	 
	9.2 	
      Interest Periods

	 	 
		
      The Interest Periods which apply
      to a Loan made to the Borrower under a Senior Facility Agreement shall be
      governed by the terms of that Senior Facility
Agreement.




	10. 	
      CHANGES TO THE CALCULATION OF
  INTEREST




	10.1 	
      Absence of
    quotations

	 	 
		
      Subject to Clause 10.2, if JIBAR
      is to be determined by reference to the Reference Banks but a Reference
      Bank does not supply a quotation by 12h00 on the Quotation Day, JIBAR
      shall be determined on the basis of the quotations provided by the
      remaining Reference Banks.




	10.2 	
      Market
  disruption




	10.2.1 	
      If a Market Disruption Event
      occurs in relation to a Loan for any Interest Period, then the Facility
      Agent shall advise the Borrower and the rate of interest on each Lender's
      share of that Loan for the Interest Period shall be the percentage rate
      per annum which is the sum of:




	 	(a) 	
      the Margin; and

	 	 	 
	 	(b) 	
      the highest of the rates notified to the Facility Agent
      by the relevant Lender as soon as practicable and in any event before
      interest is due to be paid in respect of that Interest Period, to be that
      which expresses as a percentage rate per annum the cost to that Lender of
      funding its participation in that Loan from whatever source(s) it may
      reasonably select.




	10.2.2 	
      In this Agreement Market
      Disruption Event means:




	 	(a) 	
      at or about noon on the Quotation Day for the relevant
      Interest Period the Screen Rate is not available and none or only one of
      the Reference Banks supplies a rate to the Facility Agent to determine
      JIBAR for the relevant Interest Period; or

	 	 	 
	 	(b) 	
      before close of business in Johannesburg on the Quotation
      Day for the relevant Interest Period, the Facility Agent receives
      notifications from one or more Lenders whose aggregate participations in
      the Senior Loans exceed 20.00 per cent. of aggregate principal amount of
      Loans outstanding under the Senior Facilities
that:




	 	(i) 	
      the cost to them of funding their participation in that
      Loan from whatever source they may reasonably select would be in excess of
      JIBAR;

	 	 	 
	 	(ii) 	
      the cost to it or them of obtaining matching deposits in
      the Johannesburg interbank market would be in excess of JIBAR for the
  relevant Interest Period; or 



39 





	 	(iii) 	
      matching deposits will not be available to them in the
      Johannesburg interbank market in the ordinary course of business to fund
      their participation in that Loan for the relevant Interest
  Period.




	10.3 	
      Alternative basis of interest
      or funding




	10.3.1 	
      Without prejudice to the
      generality of Clause 10.2, if a Market Disruption Event occurs and the
      Facility Agent or the Borrower so requires, the Facility Agent and the
      Borrower shall enter into negotiations (for a period of not more than 30
      days, or such longer period as the Facility Agent may agree) with a view
      to agreeing a substitute basis for determining the rate of
  interest.

	 	 
	10.3.2 	
      Any alternative basis agreed
      pursuant to Clause 10.3.1 shall, with the prior consent of all the Lenders
      and the Borrower, be binding on all Parties.




	11. 	
      BREAK COSTS AND BREAK
GAINS




	11.1 	
      The Borrower shall, within three
      Business Days of demand by a Finance Party, pay to that Finance Party its
      Break Costs attributable to all or any part of a Loan or Unpaid Sum being
      repaid or prepaid on a day other than the last day of an Interest Period
      for that Loan or Unpaid Sum.

	 	 
	11.2 	
      On the condition that no Default
      is then continuing, a Senior Facility Lender shall, within 10 Business
      Days of demand by the Borrower, pay to the Borrower the amount of any
      Break Gain attributable to all or any part of the participation of that
      Senior Facility Lender in a Loan being repaid or prepaid on a day other
      than the last day of an Interest Period for that Loan.

	 	 
	11.3 	
      Each Lender shall provide a
      certificate confirming the amount of its Break Costs or Break Gains (as
      applicable) for any Interest Period in which they
accrue.




	12. 	
      FEES




	12.1 	
      Non-refundable Deal
      Origination Fee

	 	 
		
      The Borrower shall pay to each
      Arranger a non-refundable deal origination fee in the amount and at the
      times agreed in a Fee Letter.




	12.2 	
      Commitment
  fee




	12.2.1 	
      The Borrower shall pay to the
      Facility Agent (for the account of each Senior Facility C Lender) a fee
      computed at the rate of 0.22 per cent. per annum on that Senior Facility C
      Lender's Available Commitment under Senior Facility C for the Availability
      Period applicable to Senior Facility C.

	 	 
	12.2.2 	
      The accrued commitment fee is
      payable on the last day of each successive period of one Month which ends
      during the relevant Availability Period, on the last day of the relevant
      Availability Period and, if cancelled in full, on the cancelled amount of
      the relevant Senior Facility C Lender's Commitment at the time the
      cancellation is effective.




	12.3 	
      Facility Agent
  Fee

	 	 
		
      The Borrower shall pay to the
      Facility Agent (for its own account) an agency fee in the amount and at
      the times agreed in a Fee Letter.



40 




SECTION 5 
ADDITIONAL PAYMENT OBLIGATIONS 

	13. 	
      TAX GROSS-UP AND
INDEMNITIES




	13.1 	
      Definitions




	13.1.1 	
      In this Agreement:

	 	 
		
      Protected Party means a
      Finance Party which is or will be subject to any liability, or required to
      make any payment, for or on account of Tax in relation to a sum received
      or receivable (or any sum deemed for the purposes of Tax to be received or
      receivable) under a Finance Document;

	 	 
		
      Tax Credit means a credit
      against, relief or remission for, or repayment of any Tax;

	 	 
		
      Tax Deduction means a
      deduction or withholding for or on account of Tax from a payment under a
      Finance Document, other than a FATCA Deduction;

	 	 
		
      Tax Payment means either
      the increase in a payment made by an Obligor to a Finance Party under
      Clause 13.2 or a payment under Clause 13.3.




	13.1.2 	
      Unless a contrary indication
      appears, in this Clause 13 a reference to determines or
      determined means a determination made in the absolute discretion of
      the person making the determination.




	13.2 	
      Tax
  gross-up




	13.2.1 	
      Each Obligor shall make all
      payments to be made by it free and clear of and without any Tax Deduction,
      unless a Tax Deduction is required by law.

	 	 
	13.2.2 	
      The Borrower shall promptly upon
      becoming aware that an Obligor must make a Tax Deduction (or that there is
      any change in the rate or the basis of a Tax Deduction) notify the
      Facility Agent accordingly. Similarly, a Lender shall notify the Facility
      Agent, as soon as reasonably practicable, on becoming so aware in respect
      of a payment payable to that Lender. If the Facility Agent receives such
      notification from a Lender it shall notify the Borrower and that
      Obligor.

	 	 
	13.2.3 	
      If a Tax Deduction is required
      by law to be made by an Obligor, the amount of the payment due from that
      Obligor shall be increased to an amount which (after making any Tax
      Deduction) leaves an amount equal to the payment which would have been due
      if no Tax Deduction had been required.

	 	 
	13.2.4 	
      If an Obligor is required to
      make a Tax Deduction, that Obligor shall make that Tax Deduction and any
      payment required in connection with that Tax Deduction within the time
      allowed and in the minimum amount required by law.

	 	 
	13.2.5 	
      Within thirty days of making
      either a Tax Deduction or any payment required in connection with that Tax
      Deduction, the Obligor making that Tax Deduction shall deliver to the
      Facility Agent for the Finance Party entitled to the payment evidence
      reasonably satisfactory to that Finance Party that the Tax Deduction has
      been made or (as applicable) any appropriate payment paid to the relevant
      taxing authority.




	13.3 	
      Tax
  indemnity




	13.3.1 	
      Each Obligor shall (within three
      Business Days of demand by the Facility Agent) indemnify each Protected
      Party against, and shall pay to a Protected Party an amount equal to the
      loss, liability or cost which that Protected Party determines
  will be or has been (directly) suffered for or on account of Tax by
that Protected Party in respect of a Finance Document. 



41 





	13.3.2 	
      Clause 13.3.1 shall not
      apply:




	 	(a) 	
      with respect to any Tax assessed on a Finance Party: (A)
      under the law of the jurisdiction in which that Finance Party is
      incorporated or, if different, the jurisdiction (or jurisdictions) in
      which that Finance Party is treated as resident for tax purposes or (B)
      under the law of the jurisdiction in which that Finance Party's facility
      office is located in respect of amounts received or receivable in that
      jurisdiction, if that Tax is imposed on or calculated by reference to the
      net income received or receivable (but not any sum deemed to be received
      or receivable) by that Finance Party;

	 	 	 
	 	(a) 	
      to the extent a loss, liability or cost is compensated
      for by an increased payment under Clause 13.2 (Tax gross-up) or relates to
      a FATCA Deduction required to be made by a
Party.




	13.3.3 	
      A Protected Party making, or
      intending to make a claim under Clause 13.3.1, shall notify the Facility
      Agent as soon as reasonably practicable of the event which will give, or
      has given, rise to the claim, following which the Facility Agent shall
      notify the Borrower or relevant Obligor of such claim.

	 	 
	13.3.4 	
      A Protected Party shall, on
      receiving a payment from an Obligor under this Clause 13.3, notify the
      Facility Agent.




	13.4 	
      Tax Credit

	 	 
		
      Subject to Clause 28 (Conduct of
      Business by the Finance Parties), if an Obligor makes a Tax Payment and
      the relevant Finance Party determines that:




	13.4.1 	
      a Tax Credit is attributable
      either to an increased payment of which that Tax Payment forms part, or to
      that Tax Payment; and

	 	 
	13.4.2 	
      that Finance Party has obtained,
      utilised and retained that Tax Credit,



the Finance Party shall pay an amount
to the Obligor, as soon as reasonably practicable, which that Finance Party
determines will leave it (after that payment) in the same after-Tax position as
it would have been in had the Tax Payment not been required to be made by the
Obligor.

	13.5 	
      Stamp taxes

	 	 
		
      Each Obligor shall (within three
      Business Days of demand) indemnify each Finance Party against, and shall
      pay to the relevant Finance Party, any cost, loss or liability that the
      relevant Finance Party incurs in relation to all stamp duty, registration
      and other similar Taxes payable in respect of any Finance
  Document.

	 	 
	13.6 	
      Value added
  tax




	13.6.1 	
      All amounts set out or expressed
      to be payable under a Finance Document by any Party to a Finance Party
      which (in whole or in part) constitute the consideration for a supply or
      supplies for VAT purposes shall be deemed to be exclusive of any VAT which
      is chargeable on such supply or supplies, and accordingly, subject to
      Clause 13.6.2, if VAT is or becomes chargeable on any supply made by any
      Finance Party to any Party under a Finance Document, that Party shall pay
      to the Finance Party (in addition to and at the same time as paying any
      other consideration for such supply) an amount equal to the amount of such
      VAT (and such Finance Party shall provide an appropriate VAT invoice to such Party as soon as reasonably
practicable). 



42 





	13.6.2 	
      If VAT is or becomes chargeable
      on any supply made by any Finance Party (the Supplier) to any other
      Finance Party (the Recipient) under a Finance Document, and any
      Party other than the Recipient (the Subject Party) is required by
      the terms of any Finance Document to pay an amount equal to the
      consideration for such supply to the Supplier (rather than being required
      to reimburse the Recipient in respect of that consideration), such Party
      shall also pay to the Supplier (in addition to and at the same time as
      paying such amount) an amount equal to the amount of such VAT. The
      Recipient will promptly pay to the Subject Party an amount equal to any
      credit or repayment obtained by the Recipient from the relevant tax
      authority which the Recipient reasonably determines is in respect of such
      VAT.

	 	 
	13.6.3 	
      Where a Finance Document
      requires any Party to reimburse or indemnify a Finance Party for any costs
      or expenses, that Party shall reimburse or indemnify (as the case may be)
      such Finance Party for the full amount of such cost or expense, including
      such part thereof as represents VAT, save to the extent that such Finance
      Party reasonably determines that it is entitled to credit or repayment in
      respect of such VAT from the relevant tax
authority.




	13.7 	
      FATCA
  information




	13.7.1 	
      Subject to Clause 13.7.3, each
      Party shall, within 10 Business Days of a reasonable request by another
      Party:




	 	(a) 	
      confirm to that other Party whether it
  is:




	 	(i) 	
      a FATCA Exempt Party; or

	 	 	 
	 	(ii) 	
      not a FATCA Exempt Party;




	 	(b) 	
      supply to that other Party such forms, documentation and
      other information relating to its status under FATCA (including its
      applicable "passthrough percentage" or other information required under
      the US Treasury regulations or other official guidance including
      inter-governmental agreements) as that other Party reasonably requests for
      the purposes of that other Party's compliance with FATCA;

	 	 	 
	 	(c) 	
      supply to that other Party such forms, documentation and
      other information relating to its status as that other Party reasonably
      requests for the purposes of that other Party's compliance with any other
      law, regulation, or exchange of information
regime.




	13.7.2 	
      If a Party confirms to another
      Party pursuant to Clause 13.7.1 that it is a FATCA Exempt Party and it
      subsequently becomes aware that it is not, or has ceased to be a FATCA
      Exempt Party, that Party shall notify that other Party reasonably
      promptly.

	 	 
	13.7.3 	
      Clause 13.7.1 shall not oblige
      any Finance Party to do anything, and Clause 13.7.1(c) shall not oblige
      any other Party to do anything, which would or might in its reasonable
      opinion constitute a breach of:




	 	(a) 	
      any law or regulation;

	 	 	 
	 	(b) 	
      any fiduciary duty; or

	 	 	 
	 	(c) 	
      any duty of confidentiality.



43 





	13.7.4 	
      If a Party fails to confirm
      whether or not it is a FATCA Exempt Party or to supply forms,
      documentation or other information requested in accordance with Clause
      13.7.1(a) or (b) (including, for the avoidance of doubt, where Clause
      13.7.3 applies), then such Party shall be treated for the purposes of the
      Finance Documents (and payments under them) as if it is not a FATCA Exempt
      Party until such time as the Party in question provides the requested
      confirmation, forms, documentation or other
information.




	13.8 	
      FATCA
  Deduction




	13.8.1 	
      Each Party may make any FATCA
      Deduction it is required to make by FATCA, and any payment required in
      connection with that FATCA Deduction, and no Party shall be required to
      increase any payment in respect of which it makes such a FATCA Deduction
      or otherwise compensate the recipient of the payment for that FATCA
      Deduction.

	 	 
	13.8.2 	
      Each Party shall promptly, upon
      becoming aware that it must make a FATCA Deduction (or that there is any
      change in the rate or the basis of such FATCA Deduction), notify the Party
      to whom it is making the payment and, in addition, shall notify the
      Company and the Agent and the Agent shall notify the other Finance
      Parties.




	14. 	
      CHANGES IN COSTS




	14.1 	
      Increased
  costs




	14.1.1 	
      Subject to Clause 14.3, the
      Borrower shall, within three Business Days of a demand by the Facility
      Agent, pay for the account of a Finance Party the amount of any Increased
      Costs incurred by that Finance Party as a result
of:




	 	(a) 	
      the introduction of or any change in (or in the
      interpretation, administration or application of) any law or
      regulation;

	 	 	 
	 	(b) 	
      compliance with any law or regulation made after the
      Signature Date; or

	 	 	 
	 	(c) 	
      compliance with any aspect of the Basel III Framework
      (including any national regulation which implements the Basel III
      Framework) whether implemented before or after the Signature
  Date,



including, without limitation, any
such law or regulation (including the Basel III Framework) concerning capital
adequacy requirements, liquid asset holding requirements, special deposit
requirements, prudential limits, reserve assets or Tax. 

	14.1.2 	
      In this
  Agreement:



Increased Costs means: 

	 	(a) 	
      a reduction in the rate of return from the Senior
      Facility or on a Finance Party's overall capital (including, without
      limitation, as a result of any reduction in the rate of return on capital
      brought about by more capital being required to be allocated by such
      Finance Party);

	 	 	 
	 	(b) 	
      an additional or increased cost; or

	 	 	 
	 	(c) 	
      a reduction of any amount due and payable under any
      Finance Document,



which is incurred or suffered by a
Finance Party to the extent that it is attributable to that Finance Party having
entered into its Commitment or funding or performing its obligations under any Finance Document; 

44 




Basel III Framework means: 

	 	(a) 	
      the agreements on capital requirements, a leverage ratio
      and liquidity standards contained in "Basel III: A global regulatory
      framework for more resilient banks and banking systems", "Basel III:
      International framework for liquidity risk measurement, standards and
      monitoring" and "Guidance for national authorities operating the
      countercyclical capital buffer" published by the Basel Committee on
      Banking Supervision in December 2010, each as amended, supplemented or
      restated;

	 	 	 
	 	(b) 	
      the rules for global systemically important banks
      contained in "Global systemically important banks: assessment methodology
      and the additional loss absorbency requirement – Rules text" published by
      the Basel Committee on Banking Supervision in November 2011, as amended,
      supplemented or restated; and

	 	 	 
	 	(c) 	
      any other guidance, standards or directives published by
      the Basel Committee on Banking Supervision relating to "Basel
  III".




	14.2 	
      Increased Cost
    claims




	14.2.1 	
      A Finance Party intending to
      make a claim pursuant to Clause 14.1 shall notify the Facility Agent, as
      soon as reasonably possible after becoming aware of the claim, of the
      event giving rise to the claim, following which the Facility Agent shall
      notify the Borrower as soon as reasonably practicable.

	 	 
	14.2.2 	
      Each Finance Party shall, as
      soon as practicable after a demand by the Facility Agent, provide a
      certificate confirming the amount of its Increased
Costs.




	14.3 	
      Exceptions




	14.3.1 	
      Clause 14.1 (Increased costs)
      does not apply to the extent any Increased Cost
is:




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

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

	 	 	 
	 	(c) 	
      compensated for by Clause 13.3 (Tax indemnity) (or would
      have been compensated for under that Clause but was not so compensated
      solely because any of the exclusions in that Clause applied); or

	 	 	 
	 	(d) 	
      attributable to the wilful breach by the relevant Finance
      Party of any law or regulation.




	14.3.2 	
      In this Clause 14.3, a reference
      to a Tax Deduction has the same meaning given to the term in Clause
      13.1 (Definitions).




	15. 	
      OTHER INDEMNITIES




	15.1 	
      Currency
  indemnity




	15.1.1 	
      If any sum due from an Obligor
      under the Finance Documents (a Sum), or any order, judgment or
      award given or made in relation to a Sum, has to be converted from the
      currency (the First Currency) in which that Sum is payable into
      another currency (the Second Currency) for the purpose
  of:




	 	(a) 	
      making or filing a claim or proof against that Obligor;
      or



45 





	 	(b) 	
      obtaining or enforcing an order, judgment or award in
      relation to any litigation or arbitration
proceedings,



that Obligor shall as an independent
obligation, within three Business Days of demand, indemnify each Finance Party
to whom that Sum is due against any cost, loss or liability arising out of or as
a result of the conversion including any discrepancy between (A) the rate of
exchange used to convert that Sum from the First Currency into the Second
Currency and (B) the rate or rates of exchange available to that person at the
time of its receipt of that Sum. 

	15.1.2 	
      Each Obligor waives any right it
      may have in any jurisdiction to pay any amount under the Finance Documents
      in a currency or currency unit other than that in which it is expressed to
      be payable.

	 	 
	15.2 	
      Funding
  indemnities

	 	 
	15.2.1 	
      The Obligors shall, within three
      Business Days of demand, indemnify each Finance Party against, and shall
      pay to each Finance Party, any cost, loss or liability (other than
      consequential damages or opportunity costs) incurred by that Finance Party
      as a result of:




	 	(a) 	
      the occurrence of any Default;

	 	 	 
	 	(b) 	
      any information produced or approved by the Borrower or
      any member of the Group under or in connection with the Finance Documents
      being misleading or deceptive in any respect;

	 	 	 
	 	(c) 	
      any enquiry, investigation, subpoena (or similar order)
      or litigation with respect to any Obligor, or with respect to the
      transactions contemplated or financed under this Agreement;

	 	 	 
	 	(d) 	
      a failure by an Obligor to pay any amount due under a
      Finance Document on its due date;

	 	 	 
	 	(e) 	
      funding, or making arrangements to fund, its
      participation in a Utilisation requested by the Borrower in a Utilisation
      Request but not made by reason of the operation of any one or more of the
      provisions of this Agreement (other than by reason of gross negligence or
      wilful default of that Finance Party alone);

	 	 	 
	 	(f) 	
      the Senior Facility Outstandings (or part thereof) not
      being paid, repaid or prepaid in accordance with the terms of this
      Agreement; or

	 	 	 
	 	(g) 	
      the taking, holding, protection or enforcement of any
      Transaction Security.




	15.2.2 	
      Each Obligor’s liability in each
      case includes any loss or expense on account of funds borrowed, contracted
      for or utilised to fund any amount payable under any Finance Document or
      any Utilisation.

	 	 
	15.3 	
      Indemnity to the Facility
      Agent

	 	 
	15.3.1 	
      Each Obligor hereby indemnifies
      the Facility Agent against, and shall pay to the Facility Agent within 3
      Business Days of demand, any cost, loss or liability (other than
      consequential damages or opportunity costs) incurred by the Facility Agent
      (acting reasonably) as a result of:




	 	(a) 	
      investigating or taking any other action in connection
      with any event which it reasonably believes is a Default;
  or



46 





	 	(b) 	
      acting or relying on any notice, request or instruction
      which it reasonably believes to be genuine, correct and appropriately
      authorised.




	15.3.2 	
      Each Obligor hereby indemnifies
      the Facility Agent against, and shall pay to the Facility Agent within 3
      Business Days of demand, any cost, loss or liability incurred by the
      Facility Agent as a result of:




	 	(a) 	
      the taking, holding, protection or enforcement of any
      Transaction Security;

	 	 	 
	 	(b) 	
      any default by an Obligor in the performance of any of
      the obligations expressed to be assumed by it under the Finance Documents;
      or

	 	 	 
	 	(c) 	
      the performance of its functions or the exercise of the
      rights, powers, discretions and remedies vested in the Facility Agent, in
      its capacity as such, by the Finance Documents or by law, except for any
      such cost, loss or liability arising as a result of the gross negligence
      or wilful default of the Facility Agent.




	15.3.3 	
      The Borrower shall reimburse to the Facility Agent all
      such out-of-pocket expenses actually and reasonably incurred and properly
      evidenced within 5 Business Days of the Facility Agent presenting the
      Borrower with a tax invoice in respect
thereof.




	16. 	
      MITIGATION BY THE LENDERS

	 	 
	16.1 	
      Mitigation

	 	 
	16.1.1 	
      Each Finance Party shall, in
      consultation with the Borrower, take all reasonable steps to mitigate any
      circumstances which arise and which would result in any amount becoming
      payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1
      (Mandatory prepayment - Illegality), Clause 13 (Tax Gross-up and
      Indemnities) or Clause 14 (Changes in Costs).

	 	 
	16.1.2 	
      Clause 16.1.1 does not in any
      way limit the obligations of any Obligor under the Finance
    Documents.

	 	 
	16.2 	
      Limitation of
    liability

	 	 
	16.2.1 	
      The Borrower hereby indemnifies
      each Finance Party against, and undertakes to pay to it on demand, all
      costs and expenses reasonably incurred by that Finance Party as a result
      of steps taken by it under Clause 16.1.

	 	 
	16.2.2 	
      A Finance Party is not obliged
      to take any steps under Clause 16.1 if, in the opinion of that Finance
      Party (acting reasonably):




	 	(a) 	
      any law or regulation would not allow or permit it;
    or

	 	 	 
	 	(b) 	
      to do so might be prejudicial to
it.




	17. 	
      COSTS AND EXPENSES

	 	 
	17.1 	
      Transaction
  expenses

	 	 
		
      The Borrower shall promptly on
      demand pay the Facility Agent and the Arranger and the Lenders the amount
      of all properly evidenced and agreed costs and expenses (including legal
      fees) reasonably incurred by any of them in connection with the
      negotiation, preparation, printing and execution of:

	 	 
	17.1.1 	
      this Agreement, the other
      Finance Documents and any other documents referred to in this Agreement
      (including all costs of registering or perfecting Transaction Security);
      and



47 





	17.1.2 	
      any Finance Documents executed
      after the Signature Date. 

	  	
       

	17.2 	
      Amendment costs 

	  	
       

	17.2.1 	
      If an Obligor requests an
      amendment, waiver or consent, the Borrower shall, within three Business
      Days of demand, reimburse each Finance Party for the amount of all
      properly evidenced costs and expenses (including legal fees) reasonably
      incurred by that Finance Party in responding to, evaluating, negotiating
      or complying with that request or requirement. 

	  	
       

	17.2.2 	
      If there is any change in law or
      any regulation which requires an amendment, waiver or consent under the
      Finance Documents, the Borrower shall, within three Business Days of
      demand, reimburse each Finance Party for the amount of all properly
      evidenced costs and expenses (including legal fees) reasonably incurred by
      that Finance Party in connection with evaluating, negotiating or complying
      with any such requirement. 

	  	
       

	17.3 	
      Enforcement costs
  

	  	
       

		
      The Borrower shall, within three
      Business Days of demand, pay to each Finance Party the amount of all costs
      and expenses (including legal fees on the scale as between attorney and
      own client whether incurred before or after judgment) incurred by that
      Finance Party in connection with the enforcement of, or the preservation
      of any rights under, any Finance Document. 



48 




SECTION 6 
GUARANTEE

	18. 	
      GUARANTEE AND INDEMNITY 

	  	
       

	18.1 	
      Guarantee and indemnity
      

	  	
       

		
      Each Guarantor irrevocably and
      unconditionally jointly and severally, as a principal obligor and not
      merely as a surety and on the basis of discrete obligations enforceable
      against it: 

	  	
       

	18.1.1 	
      guarantees to each Finance Party
      punctual performance by each other Obligor of all that Obligor's
      obligations under the Finance Documents; 

	  	
       

	18.1.2 	
      undertakes with each Finance
      Party that whenever an Obligor does not pay any amount when due under or
      in connection with any Finance Document, that Guarantor shall immediately
      on demand pay that amount as if it were the principal obligor; and
  

	  	
       

	18.1.3 	
      agrees with each Finance Party
      that if any obligation guaranteed by it is or becomes unenforceable,
      invalid or illegal, it will, as an independent and primary obligation,
      indemnify that Finance Party immediately on demand against any cost, loss
      or liability it incurs as a result of an Obligor not paying any amount
      which would, but for such unenforceability, invalidity or illegality, have
      been payable by it under any Finance Document on the date when it would
      have been due. The amount payable by a Guarantor under this indemnity will
      not exceed the amount it would have had to pay under this Clause 18 if the
      amount claimed had been recoverable on the basis of a guarantee.


	  	
       

	18.2 	
      Continuing guarantee
    

	  	
       

		
      This guarantee is a continuing
      guarantee and will extend to the ultimate balance of sums payable by any
      Obligor under the Finance Documents, regardless of any intermediate
      payment or discharge in whole or in part. 

	  	
       

	18.3 	
      Reinstatement 

	  	
       

		
      If any payment by an Obligor or
      any discharge, release or arrangement given by a Finance Party (whether in
      respect of the obligations of any Obligor or any security for those
      obligations or otherwise) is avoided or reduced for any reason (including,
      without limitation, as a result of insolvency, business rescue
      proceedings, liquidation, winding-up or otherwise): 

	  	
       

	18.3.1 	
      the liability of each Obligor
      shall continue as if the payment, discharge, avoidance or reduction had
      not occurred; and 

	  	
       

	18.3.2 	
      each Finance Party shall be
      entitled to recover the value or amount of that security or payment from
      each Obligor, as if the payment, discharge, avoidance or reduction had not
      occurred. 

	  	
       

	18.4 	
      Waiver of defences
  

	  	
       

		
      The obligations of each Guarantor
      under this Clause 18 will not be affected by an act, omission, matter or
      thing which, but for this Clause, would reduce, release or prejudice any
      of its obligations under this Clause 18 (without limitation and whether or
      not known to it or any Finance Party) including: 

	  	
       

	18.4.1 	
      any time, waiver or consent
      granted to, or composition with, any Obligor or other person;
  



49 





	18.4.2 	
      the release of any other Obligor
      or any other person under the terms of any composition or arrangement with
      any creditor of any member of the Group; 

	  	
       

	18.4.3 	
      the taking, variation,
      compromise, exchange, renewal or release of, or refusal or neglect to
      perfect, execute, take up or enforce, any rights against, or security over
      assets of, any Obligor or other person or any non-presentation or
      non-observance of any formality or other requirement in respect of any
      instrument or any failure to realise the full value of any security;
    

	  	
       

	18.4.4 	
      any incapacity or lack of power,
      authority or legal personality of or dissolution or change in the members
      or status of an Obligor or any other person; 

	  	
       

	18.4.5 	
      any amendment, novation,
      supplement, extension restatement (however fundamental and whether or not
      more onerous) or replacement of any Finance Document or any other document
      or security including without limitation any change in the purpose of, any
      extension of or any increase in any facility or the addition of any new
      facility under any Finance Document or other document or security;
  

	  	
       

	18.4.6 	
      any unenforceability,
      illegality, invalidity suspension or cancellation of any obligation of any
      person under this Agreement or any other Finance Document or any other
      document or security; 

	  	
       

	18.4.7 	
      any insolvency, liquidation,
      winding-up, business rescue or similar proceedings (including, but not
      limited to, receipt of any distribution made under or in connection with
      those proceedings); 

	  	
       

	18.4.8 	
      this Agreement or any other
      Finance Document not being executed by or binding against any other
      Guarantor or any other party; or 

	  	
       

	18.4.9 	
      any other fact or circumstance
      arising on which a Guarantor might otherwise be able to rely on a defence
      based on prejudice, waiver or estoppel. 

	  	
       

	18.5 	
      Guarantor intent


	  	
       

		
      Without prejudice to the
      generality of Clause 18.4 (Waiver of defences), each Guarantor expressly
      confirms that it intends that this guarantee shall extend from time to
      time to any (however fundamental) variation, increase, extension or
      addition of or to any of the Finance Documents and/or any facility or
      amount made available under any of the Finance Documents for the purposes
      of or in connection with any of the following: business acquisitions of
      any nature; increasing working capital; enabling investor distributions to
      be made; carrying out restructurings; refinancing existing facilities;
      refinancing any other indebtedness; making facilities available to new
      borrowers; any other variation or extension of the purposes for which any
      such facility or amount might be made available from time to time; and any
      fees, costs and/or expenses associated with any of the foregoing.
  

	  	
       

	18.6 	
      Immediate recourse
  

	  	
       

		
      Each Guarantor waives any right
      it may have of first requiring any Finance Party (or any trustee or agent
      on its behalf) to proceed against or enforce any other rights or security
      or claim payment from any person before claiming from that Guarantor under
      this Clause 18. This waiver applies irrespective of any law or any
      provision of a Finance Document to the contrary. 

	  	
       

	18.7 	
      Deferral of Guarantors'
      rights 

	  	
       

	18.7.1 	
      Until all amounts which may be
      or become payable by the Obligors under or in connection with the Finance
      Documents have been irrevocably paid in full and unless the Facility Agent
      otherwise directs, no Guarantor will exercise any rights which it
  may have by reason of performance by it of its obligations
under the Finance Documents or by reason of any amount being payable, or
liability arising, under this Clause 18: 



50 






	 	(a) 	
      to be indemnified by an Obligor;

	 	 	 
	 	(b) 	
      to claim any contribution from any other guarantor of or
      provider of security for any Obligor's obligations under the Finance
      Documents;

	 	 	 
	 	(c) 	
      to take the benefit (in whole or in part and whether by
      way of subrogation, cession of action or otherwise) of any rights of the
      Finance Parties under the Finance Documents or of any other guarantee or
      security taken pursuant to, or in connection with, the Finance Documents
      by any Finance Party;

	 	 	 
	 	(d) 	
      to bring legal or other proceedings for an order
      requiring any Obligor to make any payment, or perform any obligation, in
      respect of which any Guarantor has given a guarantee, undertaking or
      indemnity under Clause 18.1 (Guarantee and indemnity);

	 	 	 
	 	(e) 	
      to exercise any right of set-off against any Obligor;
      and/or

	 	 	 
	 	(f) 	
      to claim, rank, prove or vote as a creditor or
      shareholder of any Obligor in competition with any Finance
  Party.




	18.7.2 	
      If a Guarantor receives any
      benefit, payment or distribution in relation to such rights, it shall hold
      that benefit, payment or distribution to the extent necessary to enable
      all amounts which may be or become payable to the Finance Parties by the
      Obligors under or in connection with the Finance Documents to be repaid in
      full on trust for, or otherwise for the benefit of, the Finance Parties
      and shall promptly pay or transfer the same to the Facility Agent or as
      the Facility Agent may direct for application in accordance with Clause 30
      (Payment Mechanics). 

	  	
       

	18.8 	
      Release of Guarantors' right
      of contribution 

	  	
       

		
      If any Guarantor (a Retiring
      Guarantor) ceases to be a Guarantor in accordance with the terms of
      the Finance Documents for the purpose of any sale or other disposal of
      that Retiring Guarantor then on the date such Retiring Guarantor ceases to
      be a Guarantor: 

	  	
       

	18.8.1 	
      that Retiring Guarantor is
      automatically released by each other Guarantor from any liability (whether
      past, present or future and whether actual or contingent) to make a
      contribution to any other Guarantor arising by reason of the performance
      by any other Guarantor of its obligations under the Finance Documents; and
      

	  	
       

	18.8.2 	
      each other Guarantor waives any
      rights it may have by reason of the performance of its obligations under
      the Finance Documents to take the benefit (in whole or in part and whether
      by way of subrogation, cession of action or otherwise) of any rights of
      the Finance Parties under any Finance Document or of any other security
      taken pursuant to, or in connection with, any Finance Document where such
      rights or security are granted by or in relation to the assets of the
      Retiring Guarantor. 

	  	
       

	18.9 	
      Additional security
  

	  	
       

		
      This guarantee is in addition to
      and is not in any way prejudiced by any other guarantee or security now or
      subsequently held by any Finance Party (which a Finance Party may release
      as it sees fit, without prejudice to its rights hereunder). 

	  	
       

	18.10 	
      Limitations on guarantee under
      US law 



51 





	18.10.1 	
      Each US Guarantor acknowledges
      that it will receive valuable direct or indirect benefits as a result of
      the transactions contemplated by the Finance Documents (including
      utilisations thereunder).

	 	 
	18.10.2 	
      Each US Guarantor represents,
      warrants and agrees that:




	 	(a) 	
      the aggregate amount of its debts and liabilities,
      subordinated, contingent or otherwise (including its obligations under the
      Finance Documents), is not greater than the aggregate value (being the
      lesser of fair valuation and present fair saleable value) of its
      assets;

	 	 	 
	 	(b) 	
      its capital is not unreasonably small to carry on its
      business as it is being conducted;

	 	 	 
	 	(c) 	
      it has not incurred and does not intend to incur debts
      beyond its ability to pay as they mature; and

	 	 	 
	 	(d) 	
      it has not made a transfer or incurred any obligation
      under any Finance Document with the intent to hinder, delay or defraud any
      of its present or future creditors.




	18.10.3 	
      Notwithstanding anything to the
      contrary contained herein or in any other Finance Document to the extent
      that any US Bankruptcy or Fraudulent Transfer Law is applicable to this
      guarantee:




	 	(a) 	
      each Finance Party agrees that the maximum liability of
      each Guarantor under this Clause 18 (Guarantee and Indemnity) and under
      the other Finance Documents shall in no event exceed the amount that can
      be guaranteed by such Guarantor under applicable US federal and state laws
      relating to the insolvency of debtors, in each case after giving effect
      to:




	 	(i) 	
      all other liabilities of such Guarantor, contingent or
      otherwise, that are relevant under such Fraudulent Transfer Law
      (specifically excluding, however, any liabilities of such Guarantor in
      respect of intercompany indebtedness to the Borrower to the extent that
      such Financial Indebtedness would be discharged in an amount equal to the
      amount paid by such Guarantor hereunder); and

	 	 	 
	 	(ii) 	
      the value as assets of such Guarantor (as determined
      under the applicable provisions of such Fraudulent Transfer Law) of any
      rights to subrogation, contribution, reimbursement, indemnity or similar
      rights held by such Guarantor pursuant to:




	 	(A) 	
      applicable law; or

	 	 	 
	 	(B) 	
      any other agreement providing for an equitable allocation
      among such Guarantor and the Borrower and other Guarantors of obligations
      arising under this Agreement or other guarantees of such obligations by
      such parties; and




	 	(b) 	
      each Party agrees that, in the event any payment or
      distribution is made on any date by a Guarantor under this Clause 18
      (Guarantee and Indemnity), each such Guarantor shall be entitled to be
      indemnified from each other Guarantor, to the greatest extent permitted
      under applicable law and subject to the other limitation of this Clause
      18.10 in an amount equal to such payment or distribution, in each case
      multiplied by a fraction of which the numerator shall be the net worth of
      the contributing Guarantor and the denominator shall be the aggregate net
      worth of all the Guarantors.



52 




SECTION 7 
REPRESENTATIONS, UNDERTAKINGS AND EVENTS
OF DEFAULT

	19. 	
      REPRESENTATIONS 

	  	
       

		
      Each Obligor makes the representations and warranties set
      out in this Clause 19 to each Finance Party on the Signature Date. A
      reference in this Clause to "it" or "its" includes, unless the context
      otherwise requires, each Obligor. The Finance Parties enter into the
      Finance Documents to which they are party on the strength of and relying
      on the representations and warranties set out in this Clause 19, each of
      which is a separate representation and warranty, given without prejudice
      to any other representation or warranty and is deemed to be a material
      representation or warranty (as applicable) inducing the Finance Parties to
      enter into the Finance Documents. 

	  	
       

	19.1 	
      Status 

	  	
       

	19.1.1 	
      It is a limited liability
      corporation, duly incorporated and validly existing under the laws of its
      jurisdiction of incorporation. 

	  	
       

	19.1.2 	
      It and each of its Subsidiaries
      has the power to own its assets and carry on its business as it is being
      conducted. 

	  	
       

	19.2 	
      Capacity, power and
      authority 

	  	
       

	19.2.1 	
      It has the legal capacity and
      power to enter into and perform, and has taken all necessary action to
      authorise the entry into and performance of, the Finance Documents to
      which it is or will be a party and the transactions contemplated by those
      Finance Documents. 

	  	
       

	19.2.2 	
      No limit on its powers will be
      exceeded as a result of the borrowing, grant of security or giving of
      guarantees or indemnities contemplated by the Finance Documents to which
      it is a party. 

	  	
       

	19.3 	
      Binding obligations
  

	  	
       

	19.3.1 	
      The obligations expressed to be
      assumed by it in each Finance Document to which it is a party are legal,
      valid, binding and enforceable obligations. 

	  	
       

	19.3.2 	
      Each Finance Document to which
      it is a party is in the proper form for its enforcement in the
      jurisdiction of its incorporation. 

	  	
       

	19.4 	
      Non-conflict with other
      obligations 

	  	
       

		
      The entry into and performance by
      it of, and the transactions contemplated by, the Finance Documents to
      which it is a party and the establishment of Transaction Security pursuant
      to the Security Documents to which it is a party, do not and will not
      conflict with: 

	  	
       

	19.4.1 	
      any law or regulation applicable
      to it; 

	  	
       

	19.4.2 	
      its or any of its Subsidiaries'
      constitutional documents; or 

	  	
       

	19.4.3 	
      any material agreement or
      instrument binding upon it or any of its Subsidiaries or any of its or any
      of its Subsidiaries' assets or constitute a default or termination event
      (however described) under any such agreement or instrument.
  



53 





	19.5 	
      Authorisations 

	  	
		
      Except as expressly set out in
      Schedule 10 (Disclosure Schedule), all authorisations required: 

	  	
	19.5.1 	
      to enable it lawfully to enter
      into, exercise its rights and comply with its obligations under the
      Finance Documents to which it is a party; 

	  	
	19.5.2 	
      to make the Finance Documents to
      which it is a party admissible in evidence in its jurisdiction of
      incorporation; and 

	  	
	19.5.3 	
      for it and those of its
      Subsidiaries which are members of the Group to carry on their respective
      businesses in the ordinary course and in all material respects as they are
    being conducted, 

	 	
	 	have been obtained or effected and are in full force and effect.
 
	  	
	19.6 	
      No default 

	  	
	19.6.1 	
      No Default is continuing or is
      reasonably likely to result from the making of any Utilisation or the
      entry into, the performance of, or any transaction contemplated by, any
      Finance Document to which it is a party. 

	  	
	19.6.2 	
      No other event or circumstance
      is outstanding which constitutes (or with the expiry of a grace period,
      the giving of notice, the making of any determination, the satisfaction of
      any other applicable condition or any combination of the foregoing, would
      constitute) a default or termination event (however described) or an event
      resulting in an obligation to create security, under any other agreement
      or instrument which is binding on it or any of its Subsidiaries or to
      which its (or any of its Subsidiaries') assets are subject, to an extent
      or in a manner which has or is reasonably likely to have a Material
      Adverse Effect. 

	  	
	19.7 	
      Financial statements
    

	  	
		
      Its audited financial statements
      most recently delivered to the Facility Agent (which, in relation to the
      Borrower, at Signature Date, is the Original Financial Statements):
  

	  	
	19.7.1 	
      have been prepared in accordance
      with IFRS, consistently applied; and 

	  	
	19.7.2 	
      give a true and fair view of its
      financial condition (consolidated, if applicable) as at the date to which
      they were drawn up, except, in each case, as disclosed to the contrary in
      those financial statements. 

	  	
	19.8 	
      Material adverse change
      

	  	
		
      There has been no material
      adverse change in its business or financial condition or the business or
      consolidated financial condition of the Group since the latest date to
      which any of the financial statements (or management accounts delivered
      pursuant to Clause 20.1 (Financial statements) were drawn up. 

	  	
	19.9 	
      Assets 

	  	
	19.9.1 	
      It owns or has leased or
      licenced to it, and has all authorisations required under applicable law
      or regulations to use, the assets necessary to carry on its business as
      presently conducted. 

	  	
	19.9.2 	
      It is the sole legal and
      beneficial owner of the shares and other assets which are the subject
      matter of the Security Documents to which it is a party.




54 





	19.10 	
      Financial Indebtedness and
      Security

	 	 
	19.10.1 	
      No member of the Group has any
      Financial Indebtedness outstanding other than Financial Indebtedness which
      constitutes Permitted Financial Indebtedness.

	 	 
	19.10.2 	
      No Security exists over the
      whole or any part of the assets of any member of the Group, other than
      Security which constitutes a Permitted Encumbrance.

	 	 
	19.10.3 	
      Subject to filing and
      registration required by law (where applicable) with the appropriate
      statutory public register, each Security Document to which it is a party
      creates the security interests which it purports to create, and the
      Transaction Security so established:




	 	(a) 	
      is valid and effective;

	 	 	 
	 	(b) 	
      constitutes first priority Security of the type
      described, over the assets referred to, in the relevant Security Document
      and those assets are not subject to any prior or pari passu
      Security in favour of any other person;

	 	 	 
	 	(c) 	
      is not subject to avoidance in the event of any
      winding-up, dissolution or administration involving any
  Obligor.




	19.11 	
      Ranking 

	  	
       

	19.11.1 	
      Its payment obligations under
      the Finance Documents rank at least pari passu with the claims of
      all its other unsecured and unsubordinated creditors, except for
      obligations mandatorily preferred by law applying to companies generally.
      

	  	
       

	19.11.2 	
      The Transaction Security has or,
      upon the registration thereof with any applicable statutory public
      registry (if required under applicable law), will have first ranking
      priority in respect of the assets of the Obligors which are the subject
      matter thereof, and those assets are not subject to any prior ranking or
      pari passu ranking Security. 

	  	
       

	19.12 	
      Information 

	  	
       

	19.12.1 	
      As at the Closing Date, the date
      of the first Utilisation Request and the first Utilisation Date, all
      forecasts and projections contained in any information supplied by or on
      behalf of Holdco, the Borrower, any other Obligor or any other member of
      the Group to the Facility Agent or any other Finance Party under or in
      connection with the Finance Documents were prepared on the basis of recent
      historical information and assumptions which were fair and reasonable at
      that date and were not misleading in any material respect. 

	  	
       

	19.12.2 	
      All other information supplied
      by or on behalf of Holdco, the Borrower, any other Obligor or any other
      member of the Group to the Facility Agent or any other Finance Party under
      or in connection with the Finance Documents is true, complete and accurate
      in all material respects as at the date it was given and is not misleading
      in any material respect. 

	  	
       

	19.12.3 	
      No information has been given or
      withheld by any Obligor which, if disclosed, might result in the
      information or projections referred to above being untrue or misleading in
      any material respect. 

	  	
       

	19.13 	
      Group Structure Chart
    

	  	
       

		
      The Group Structure Chart is
      true, complete and accurate in all respects and shows the following
      information: 



55 





	19.13.1 	
      each member of the Group,
      including current name and company registration number, its jurisdiction
      of incorporation and/or its jurisdiction of establishment, a list of
      direct and indirect shareholders and indicating if a company is not a
      company with limited liability; and 

	  	
       

	19.13.2 	
      all minority interests in any
      member of the Group and any person in which any member of the Group holds
      shares in its issued share capital or equivalent ownership interest of
      such person. 

	  	
       

	19.14 	
      Ownership of securities
      

	  	
       

	19.14.1 	
      As at the Closing Date, the date
      of the first Utilisation Request and the first Utilisation Date, all
      securities in the issued capital of each Original Guarantor (other than
      Holdco, the Borrower and Cash Paymaster) are owned, directly or
      indirectly, legally and beneficially, by the Borrower. 

	  	
       

	19.14.2 	
      As at the Closing Date, the date
      of the first Utilisation Request and the first Utilisation Date, 87.5 per
      cent. of the securities in the issued capital of Cash Paymaster are owned
      directly, legally and beneficially, by the Borrower. 

	  	
       

	19.14.3 	
      There are no agreements in force
      which provide for the issue or allotment of, or grant any person the right
      to call for the issue or allotment of, any share, debenture or loan
      capital of any member of the Group (including any option or right of
      pre-emption or conversion). 

	  	
       

	19.14.4 	
      No person has a right to obtain
      an order for the rectification of the securities register of a member of
      the Group. 

	  	
       

	19.14.5 	
      The shares of any member of the
      Group which are subject to the Transaction Security are fully paid and not
      subject to any option to purchase or similar rights. 

	  	
       

	19.14.6 	
      As at the Closing Date, the date
      of the first Utilisation Request and the first Utilisation Date, the
      constitutional documents of companies whose shares are subject to the
      Transaction Security do not restrict or inhibit any transfer of those
      shares (whether pursuant to a right of pre-emption in favour of any party
      or otherwise) on creation or enforcement of the Transaction Security (or
      if any such restriction exist, all applicable consents, waivers or
      resolutions by shareholders and directors for the purposes of authorising
      such a transfer have been obtained and are in full force and effect).
    

	  	
       

	19.15 	
      Other documents 

	  	
       

	19.15.1 	
      As at the Signature Date, the
      Closing Date, the date of the first Utilisation Request and the first
      Utilisation Date, the documents delivered to the Facility Agent by or on
      behalf of any Obligor under Clause 4.1 (Initial conditions precedent) are
      genuine (or, in the case of copy documents, are true, complete and
      accurate copies of originals which are genuine), are up-to-date and in
      full force and effect (or if a copy, the original is up-to-date and in
      full force and effect) and have not been amended. 

	  	
       

	19.15.2 	
      As at the date of their
      delivery, the documents delivered to the Facility Agent under this
      Agreement by or on behalf of any Obligor after the Closing Date are
      genuine (or, in the case of copy documents, are true, complete and
      accurate copies of originals which are genuine), are up-to-date and in
      full force and effect (or, if a copy, the original is up-to-date and in
      full force and effect) and have not been amended. 

	  	
       

	19.16 	
      No proceedings pending or
      threatened 

	  	
       

	  	
      Except as expressly set out in
      Schedule 10 (Disclosure Schedule): 



56 





	19.16.1 	
      in relation to the each Obligor
      and Material Subsidiary as at the Signature Date, the Closing Date, the
      date of the first Utilisation Request and the first Utilisation Date only,
      no litigation, arbitration, expert determination, alternative dispute
      resolution or administrative proceedings of or before any court, arbitral
      body, expert or agency are current, pending or, to the best of its
      knowledge, threatened against it; 

	  	
       

	19.16.2 	
      in relation to each Obligor and
      Material Subsidiary (other than as at the Signature Date, the Closing
      Date, the date of the first Utilisation Request and the first Utilisation
      Date), no litigation, arbitration, expert determination, alternative
      dispute resolution or administrative proceedings of or before any court,
      arbitral body, expert or agency are current, pending or, to the best of
      its knowledge, threatened against any such Obligor or other Material
      Subsidiary, which have or, if adversely determined, would have, a Material
      Adverse Effect or involve liability for the Obligors or other Material
      Subsidiary in an amount which, in aggregate, exceeds R10,000,000;
  

	  	
       

	19.16.3 	
      no dispute with any regulatory
      authority which is the subject of any administrative or statutory
      proceedings of or before any court or agency is current, pending or, to
      the best of its knowledge, threatened, which, if adversely determined,
      will have or might reasonably be expected to have a Material Adverse
      Effect; 

	  	
       

	19.16.4 	
      no labour disputes are current
      or, to the best of its knowledge and belief (having made due and careful
      enquiry), threatened against any member of the Group which have or might
      reasonably be expected to have a Material Adverse Effect. 

	  	
       

	19.17 	
      No breach of laws or licence
      conditions 

	  	
       

		
      It has not (and none of its
      Subsidiaries has) breached any law or regulation which is material to the
      conduct of its business. 

	  	
       

	19.18 	
      Environmental matters
    

	  	
       

		
      As at the Signature Date, the
      Closing Date, the date of the first Utilisation Request and the first
      Utilisation Date: 

	  	
       

	19.18.1 	
      each member of the Group is in
      compliance with Clause 22.16 (Environmental matters) and no circumstances
      have occurred which would prevent such compliance, in a manner or to an
      extent which has or might reasonably be expected to (a) have a Material
      Adverse Effect, or (b) result in a financial liability for that Group
      member in excess of R10,000,000; 

	  	
       

	19.18.2 	
      all Environmental Permits
      required for it and its Subsidiaries to carry on their respective
      businesses in the ordinary course have been obtained or effected and are
      in full force and effect; and 

	  	
       

	19.18.3 	
      no Environmental Claim has been
      commenced, is outstanding or (to the best of its knowledge and belief
      (having made due and careful enquiry)) is threatened against any member of
      the Group where that claim has or might reasonably be expected, if
      determined against that member of the Group, to have a Material Adverse
      Effect. 

	  	
       

	19.19 	
      Insurance 

	  	
       

	19.19.1 	
      As at the Signature Date, the
      Closing Date, the date of the first Utilisation Request and the first
      Utilisation Date, there is no outstanding insured loss or liability
      incurred by it in excess of R5,000,000 which is not expected to be covered
      to the full extent of that loss or liability. 

	  	
       

	19.19.2 	
      There has been no
      non-disclosure, misrepresentation or breach of any term of any material
      Insurance taken out by any member of the Group which would entitle any
    insurer of that insurance to repudiate, rescind or cancel it or
to treat it as avoided in whole or in part, or otherwise decline any valid claim
under it by or on behalf of any member of the Group which could result in a loss
to the Group exceeding R20,000,000. 



57 






	19.20 	
      Intellectual Property
      Rights

	 	 
	19.20.1 	
      It:




	 	(a) 	
      is the sole legal and beneficial owner of, or has
      licenced to it on normal commercial terms, all the Intellectual Property
      Rights which are material in the conduct of its business and which are
      required by it in order to carry on its business in all material respects
      as it is being conducted;

	 	 	 
	 	(b) 	
      has taken all formal or procedural actions (including
      payment of fees) required to maintain those Intellectual Property
      Rights;

	 	 	 
	 	(c) 	
      does not, in carrying on its business, infringe any
      Intellectual Property Rights of any third party in any respect which has a
      Material Adverse Effect.




	19.20.2 	
      None of those Intellectual
      Property Rights contemplated in paragraph 19.20.1(a) is being infringed,
      nor (to the best of its knowledge) is there any threatened infringement of
      any of those Intellectual Property Rights, in any material
  respect.

	 	 
	19.21 	
      Insolvency and Financial
      Distress

	 	 
	19.21.1 	
      As at the Signature Date, the
      Closing Date, the date of the first Utilisation Request and the first
      Utilisation Date, no:




	 	(a) 	
      corporate action, legal proceeding or other procedure or
      step described in Clause 23.7 (Insolvency and business rescue
      proceedings); or

	 	 	 
	 	(b) 	
      creditors' process described in Clause 23.8 (Creditors'
      process),



has been taken or threatened in
relation to it or any other member of the Group and none of the circumstances
described in Clause 23.6 (Insolvency) applies to it or any other member of the
Group. 

	19.21.2 	
      As at the Signature Date, the
      Closing Date, the date of the first Utilisation Request and the first
      Utilisation Date, neither it nor any member of the Group is Financially
      Distressed (as defined in the Companies Act).

	 	 
	19.22 	
      Taxes

	 	 
	19.22.1 	
      It is not overdue in the filing
      of any Tax returns or in the payment of any Tax in an amount of more than
      R10,000,000 (taking into account any extensions granted by any applicable
      Tax authority for the filing of such returns).

	 	 
	19.22.2 	
      As at the Signature Date, the
      Closing Date, the date of the first Utilisation Request and the first
      Utilisation Date, no claims or investigations by any Tax authority are
      being or are reasonably likely to be made or conducted against it which
      are reasonably likely to result in a liability of or claim against any
      member of the Group to pay any amount of, or in respect of, Tax of more
      than R10,000,000.

	 	 
	19.22.3 	
      It is resident for Tax purposes
      only in its jurisdiction of incorporation.

	 	 
	19.22.4 	
      As at the Signature Date, the
      Closing Date, the date of the first Utilisation Request and the first
      Utilisation Date it is not required to make any deduction for or on
      account of Tax from any payment it may make under any Finance
    Document.



58 





	19.22.5 	
      The representations in Clauses
      19.22.1 to 19.22.4 are subject to the disclosure expressly set out in
      Schedule 10 (Disclosure Schedule). 

	  	
       

	19.23 	
      No filing or stamp taxes
      

	  	
       

		
      Under the law of its jurisdiction
      of incorporation it is not necessary that the Finance Documents be filed
      (other than a filing required in compliance with the rules of a stock
      exchange on which the securities of Holdco or a member of the Group are
      listed), recorded or enrolled with any court or other authority in that
      jurisdiction or that any stamp, registration or similar tax (other than
      any securities transfer tax payable on any share transaction) be paid on
      or in relation to those Finance Documents or the transactions contemplated
      by those Finance Documents. 

	  	
       

	19.24 	
      Governing law and
      enforcement 

	  	
       

	19.24.1 	
      The choice of South African law
      as the governing law of those Finance Documents which are expressed to be
      governed by South African law will be recognised and enforced in its
      jurisdiction of incorporation. 

	  	
       

	19.24.2 	
      Its:





	 	(a) 	
      submission under this Agreement to the jurisdiction of
      the High Court of South Africa (Gauteng Local Division, Johannesburg) (or
      any successor to that division); and

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



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

	19.24.3 	
      Any judgment obtained in South
      Africa in relation to a Finance Document which is governed by the laws of
      South Africa will be recognised and enforced in its jurisdiction of
      incorporation.

	 	 
	19.25 	
      No adverse
    consequences

	 	 
	19.25.1 	
      It is not necessary under the
      laws of its jurisdiction of incorporation of that Obligor that any Finance
      Party should be licensed, qualified or otherwise entitled to carry on
      business in that jurisdiction:




	 	(a) 	
      in order to enable any Finance Party to enforce its
      rights under any Finance Document; or

	 	 	 
	 	(b) 	
      by reason of any Finance Party having entered into of any
      Finance Document or the performance by it of its obligations under any
      Finance Document.




	19.25.2 	
      No Finance Party is or will be
      deemed to be resident, domiciled or carrying on business in the
      jurisdiction of incorporation of an Obligor by reason only of the entry
      into, performance and/or enforcement of any Finance Document.

	 	 
	19.26 	
      No immunity

	 	 
	19.26.1 	
      The entry into by it of each
      Finance Document to which it is a party constitutes, and the exercise by
      it of its rights and performance of its obligations under each Finance
      Document will constitute private and commercial acts performed for private
      and commercial purposes.

	 	 
	19.26.2 	
      In any proceedings taken in
      South Africa or in any other jurisdiction, it will not be entitled to
      claim for itself or any of its assets immunity from suit, execution,
      attachment or other legal process in relation to this Agreement or any
  other Finance Document. 



59 






	19.27 	
      Authorised
    signatories

	 	 
		
      Any person specified as its
      authorised signatory under Schedule 2 (Conditions precedent) or Clause
      20.8 (Information: miscellaneous) is authorised to sign Utilisation
      Requests and other communications under the Finance Documents on its
      behalf.

	 	 
	19.28 	
      Anti-corruption laws and
      Sanctions

	 	 
	19.28.1 	
      Except as expressly set out in
      Schedule 10 (Disclosure Schedule), no member of the Group (including, for
      this purpose, Smart Life):




	 	(a) 	
      is using nor will use the proceeds of any Senior Facility
      for the purpose of financing or making funds available directly or
      indirectly to any person or entity which is currently a Sanctioned Entity
      or as part of a Sanctioned Transaction, to the extent such financing or
      provision of funds would currently be prohibited by Sanctions or would
      otherwise cause any person to be in breach of Sanctions;

	 	 	 
	 	(b) 	
      is contributing nor will contribute or otherwise make
      available the proceeds of any Senior Facility to any other person or
      entity for the purpose of financing the activities of any person or entity
      which is currently listed on a Sanctions List, to the extent such
      contribution or provision of proceeds would currently be prohibited by
      Sanctions or would otherwise cause any person to be in breach of
      Sanctions; or

	 	 	 
	 	(c) 	
      to the best of its knowledge and
belief:




	 	(i) 	
      has been nor is targeted under any Sanctions;
or

	 	 	 
	 	(ii) 	
      has violated or is violating any applicable
    Sanctions.




	19.28.2 	
      Except as expressly set out in
      Schedule 10 (Disclosure Schedule), each member of the Group and Smart Life
      has conducted its businesses in compliance with applicable anti-corruption
      laws and has instituted and maintained policies and procedures designed to
      promote and achieve compliance with such laws. 

	  	
       

	19.29 	
      Dormant companies
  

	  	
       

		
      Each of the companies listed in
      Schedule 11 (Dormant Subsidiaries) does not trade (for itself or as agent
      for any person) and does not own, legally or beneficially, assets
      (including, without limitation, indebtedness owed to it) which in
      aggregate have a value of more than R1,000,000 (or its equivalent in other
      currencies). 

	  	
       

	19.30 	
      Times for making
      representations and warranties 

	  	
       

	19.30.1 	
      All the representations and
      warranties set out in this Clause 19 are made by each Obligor on the
      Signature Date. 

	  	
       

	19.30.2 	
      Unless a representation and
      warranty is expressed to be given at a specific date (in which case it
      shall not be deemed to be repeated on another date), each representation
      and warranty is deemed to be repeated by: 




	 	(a) 	
      each Obligor on the Closing Date, the date of the first
      Utilisation Request and the first Utilisation Date, each Utilisation Date
      and the first day of each Interest Period; and

	 	 	 
	 	(b) 	
      each Additional Guarantor, on the day on which it becomes
  (or it is proposed that it becomes) an Obligor. 



60 






	19.30.3 	
      When a representation and
      warranty in Clause 19.6.1 (No default) is repeated on the first day of an
      Interest Period for a Loan (other than the first Interest Period for that
      Loan), the reference to a Default must be construed as a reference to an
      Event of Default. 

	  	
       

	19.30.4 	
      When a representation and
      warranty is repeated, it is made with reference to the circumstances
      existing at the time of repetition. 

	  	
       

	20. 	
       INFORMATION UNDERTAKINGS


	 	
       

		
      The undertakings in this Clause 20 remain in force from
      the Signature Date for so long as any amount is outstanding under the
      Finance Documents or any Commitment is in force.

	 	
       

	  	
       

	20.1 	
      Financial statements
    

	  	
       

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

	  	
       

	20.1.1 	
      as soon as the same become
      available, but in any event within 210 days after the last day of each
      financial year of the Group, its audited consolidated annual financial
      statements for that financial year; 

	  	
       

	20.1.2 	
      as soon as the same become
      available, but in any event within 45 days after the end of each quarter
      of each of its financial years (other than those for the fourth quarter of
      any financial year which shall be provided within 60 days after the end of
      that quarter), the Group’s quarterly management accounts for that quarter
      on a consolidated basis for that quarter (and to include cumulative
      consolidated management accounts for the financial year of the Group to
      date); 

	  	
       

	20.1.3 	
      if requested by the Facility
      Agent in respect of a calendar month, within 30 days after the end of that
      calendar month, the Group’s monthly management accounts for that month on
      a consolidated basis for that month (and to include cumulative
      consolidated management accounts for the financial year of the Group to
      date); 

	  	
       

	20.1.4 	
       in respect of Holdco:
    




	 	(a) 	
      as soon as the same become available, but in any event
      within 62 days after the last day of each financial year of Holdco, its
      audited consolidated annual financial statements for that financial year;
      and

	 	 	 
	 	(b) 	
      as soon as the same become available, but in any event
      within 45 days after the end of each quarter of each of its financial
      years, Holdco's quarterly management accounts for that quarter on a
      consolidated basis for that quarter (and to include cumulative
      consolidated management accounts for the financial year of Holdco to
      date);




	20.2 	
      Requirements as to financial
      statements

	 	 
	20.2.1 	
      The Borrower shall ensure that
      each set of financial statements and management accounts delivered
      pursuant to Clause 20.1:




	 	(a) 	
      is certified by a director of the relevant company as
      fairly representing its financial condition as at the date as to which
      those financial statements or management accounts were drawn up;

	 	 	 
	 	(b) 	
      comprise at least a balance sheet, profit and loss
      account and cashflow statement for the financial period then ended, and
      (in the case of management accounts) for the financial year to date and the period of 12
months ending on the last day of the monthly or quarterly financial period (as
applicable); and 



61 






	 	(c) 	
      is prepared using IFRS (other than in respect of the
      management accounts), accounting practices and financial reference periods
      consistent with those applied in the preparation of the applicable
      financial statements and management accounts for 31 March, 2017 unless, in
      relation to any set of financial statements or management accounts, it
      notifies the Facility Agent that there has been a change in IFRS (other
      than in respect of the management accounts), those accounting practices or
      those reference periods.




	20.2.2 	
      If the Borrower notifies the
      Facility Agent of any change, as contemplated by Clause 20.2.1, it shall
      procure that its Auditors (or, if appropriate, the Auditors of the
      relevant member of the Group) deliver to the Facility
  Agent:




	 	(a) 	
      a description of any change necessary for those financial
      statements to reflect IFRS, the accounting practices and the reference
      periods as applied in the preparation of that Obligor's Original Financial
      Statements; and

	 	 	 
	 	(b) 	
      sufficient information, in form and substance reasonably
      required by the Facility Agent, to enable the Lenders to determine whether
      Clause 21 (Financial covenants) has been complied with and make an
      accurate comparison between the financial position indicated in those
      financial statements and that Obligor's Original Financial
    Statements.




	20.2.3 	
      Any reference in this Agreement
      to those financial statements shall be construed as a reference to those
      financial statements as adjusted to reflect the basis upon which the
      Original Financial Statements were prepared. 

	  	
       

	20.3 	
      Compliance Certificate
    

	  	
       

	20.3.1 	
      The Borrower shall supply to the
      Facility Agent, with each set of financial statements and management
      accounts delivered pursuant to Clause 20.1.1 and 20.1.2 in relation to a
      Measurement Date, a Compliance Certificate setting out (in reasonable
      detail) computations as to compliance with Clause 21 (Financial covenants)
      as at the date as at which those financial statements or management
      accounts (as applicable) were drawn up. 

	  	
       

	20.3.2 	
      Each Compliance Certificate
      shall be signed by two directors of Borrower (including the Chief
      Financial Officer of the Group) and, if required to be delivered with the
      financial statements delivered pursuant to Clause 20.1.1, shall be
      reported on by the Auditors in the form set out in Annexe A (Form of
      Auditor's Certification) to Schedule 6 (Form of Compliance Certificate) or
      such other form agreed by the Borrower and the Facility Agent. 

	  	
       

	20.4 	
      Financial year-end
  

	  	
       

		
      Without the express prior consent
      of the Facility Agent, an Obligor shall not change the date of its
      financial year end and shall ensure that the financial year end of each
      member of the Group falls on 30 June. 

	  	
       

	20.5 	
      Auditors 

	  	
       

	20.5.1 	
      The Borrower must ensure that
      its Auditors as at the Signature Date are retained to audit its
      consolidated annual financial statements. 

	  	
       

	20.5.2 	
      The Borrower may change its
      Auditors: 



62 





	 	(a) 	
      to one of PwC, EY or KPMG (or any other firm approved in
      advance by the Facility Agent) if required by law or regulation;
  or

	 	 	 
	 	(b) 	
      if the Facility Agent has approved the other firm in
      advance.




	20.5.3 	
      If the Facility Agent wishes to
      discuss the financial position of any member of the Group with the
      Auditors, the Facility Agent may notify the Borrower, stating the
      questions or issues which the Facility Agent wishes to discuss with the
      Auditors. In this event, the Borrower shall ensure that the Auditors are
      authorised (at the expense of the Borrower):




	 	(a) 	
      to discuss the financial position of each member of the
      Group with the Facility Agent on request from the Facility Agent;
    and

	 	 	 
	 	(b) 	
      to disclose to the Facility Agent for the Finance Parties
      any information which the Facility Agent may reasonably
  request.




	20.5.4 	
      The Facility Agent may not give
      notice under Clause 20.5.3, unless it reasonably believes that a Default
      is continuing or may have occurred or may occur, and notifies the Borrower
      that it is exercising its rights under this Clause 20.5.4. 

	  	
       

	20.6 	
      Management access
  

	  	
       

		
      Following delivery of any
      management accounts contemplated in Clause 20.1.2 (Financial Statements),
      the Borrower shall, upon written request from the Facility Agent, procure
      that within 7 days of delivery of any such request at least two directors
      of the Borrower (one of whom must be the financial director) must make
      themselves available to meet with the Lenders (on a date and at a venue
      agreed with the Facility Agent) so as to discuss: 

	  	
       

	20.6.1 	
      the on-going business and
      financial performance of the Group; and 

	  	
       

	20.6.2 	
      any other matter which a Finance
      Party may reasonably request. 

	  	
       

	20.7 	
      Notification of default
      

	  	
       

	20.7.1 	
      Each Obligor shall notify the
      Facility Agent of any Default (and the steps, if any, being taken to
      remedy it) promptly upon becoming aware of its occurrence (unless that
      Obligor is aware that a notification has already been provided by another
      Obligor). 

	  	
       

	20.7.2 	
      As soon as reasonably practical
      following a request by the Facility Agent, the Borrower shall supply to
      the Facility Agent a certificate signed by two of its directors or senior
      officers on its behalf certifying that no Default is continuing (or if a
      Default is continuing, specifying the Default and the steps, if any, being
      taken to remedy it). 

	  	
       

	20.8 	
      Information: miscellaneous
      

	  	
       

		
      The Borrower and Holdco shall
      supply to the Facility Agent (in sufficient copies for all the Lenders, if
      the Facility Agent so requests): 

	  	
       

	20.8.1 	
      copies of all documents
      dispatched by an Obligor to its shareholders generally (or any class of
      them) to the extent required by law or regulation and all documents
      dispatched to its creditors generally (or any class of them), in each case
      at the same time as they are dispatched; 

	  	
       

	20.8.2 	
      promptly upon becoming aware of
      them, details and copies of any changes proposed to or made to its
      constitutional documents or the constitutional documents of it or any
      other Obligor, including the filing of any Memorandum of Incorporation
      under the Companies Act, where such changes do, are reasonably likely to,
adversely affect the interest of the Finance Parties; 



63 






	20.8.3 	
      promptly upon becoming aware of
      them, details and copies of any claim made against any Obligor under the
      Finance Documents;

	 	 
	20.8.4 	
      promptly upon becoming aware of
      them, the details of any litigation, arbitration, administrative
      proceedings, liquidation applications, winding up applications or business
      rescue applications which are current, threatened or pending against it or
      any other member of the Group, and, in the case of any litigation,
      arbitration or administrative proceedings, involve liability in an
      aggregate amount which (together with any other liability in respect of
      litigation, arbitration or administrative proceedings) is in excess of
      R10,000,000 (or its equivalent in another currency or currencies);
    and

	 	 
	20.8.5 	
      promptly, such further
      information regarding the financial condition, business and operations of
      it or any other member of the Group as any Finance Party (through the
      Facility Agent) may reasonably request.

	 	 
	20.9 	
      Know your customer
      checks

	 	 
	20.9.1 	
      If:




	 	(a) 	
      the introduction of or any change in (or in the
      interpretation, administration or application of) any law or regulation
      made after the Signature Date;

	 	 	 
	 	(b) 	
      any change in the status of an Obligor after the
      Signature Date;

	 	 	 
	 	(c) 	
      the on-going compliance with any know your customer or
      similar identification procedures; or

	 	 	 
	 	(d) 	
      a proposed Transfer by a Lender of any of its rights and
      obligations under this Agreement to a party that is not a Lender prior to
      such Transfer,



obliges the Facility Agent or any
Lender (or, in the case of paragraph (d) above, any prospective new Lender) to
comply with know your customer or similar identification procedures (whether in
terms of the Financial Intelligence Centre Act, 2001 or otherwise) in
circumstances where the necessary information is not already available to it,
each Obligor shall promptly upon the request of the Facility Agent or any Lender
supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Facility Agent (for itself or on behalf of any
Lender) or any Lender (for itself or, in the case of the event described in
paragraph (d) above, on behalf of any prospective new Lender) in order for the
Facility Agent, such Lender or, in the case of the event described in paragraph
(d) above, any prospective new Lender to carry out and be satisfied it has
complied with all necessary know your customer or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in the
Finance Documents. 

	20.9.2 	
      Each Lender shall as soon as
      reasonably practicable following request by the Facility Agent, supply, or
      procure the supply of, such documentation and other evidence as is
      reasonably requested by the Facility Agent (for itself) in order for the
      Facility Agent to carry out and be satisfied it has complied with all
      necessary know your customer or other similar checks under all applicable
      laws and regulations pursuant to the transactions contemplated in the
      Finance Documents.

	 	 
	20.9.3 	
      Following the giving of any
      notice pursuant to Clause 25.2 (Additional Guarantors), if the accession
      of such Additional Guarantor obliges the Facility Agent or any Lender to
      comply with know your customer or similar identification procedures
    in circumstances where the necessary information is not already
available to it, the Borrower shall promptly upon the request of the Facility
Agent or any Lender supply, or procure the supply of, such documentation and
other evidence as is reasonably requested by the Facility Agent (for itself or
on behalf of any Lender) or any Lender (for itself or on behalf of any
prospective new Lender) in order for the Facility Agent or such Lender or any
prospective new Lender to carry out and be satisfied it has complied with all
necessary know your customer or other similar checks under all applicable laws
and regulations pursuant to the accession of such Subsidiary to this Agreement
as an Additional Guarantor. 



64 






	21. 	
      FINANCIAL COVENANTS

	 	 
	21.1 	
      Undertakings in relation to
      financial condition

	 	 
	21.1.1 	
      Total Net Leverage
      Ratio

	 	 
		
      The Obligors shall ensure that
      the Total Net Leverage Ratio for any Measurement Period shall fall below
      the ratio set out in column 2 of the table below opposite that Measurement
      Period:





	Measurement Period 
[Column 1]
    	Ratio
    
[Column 2] 

	Each Measurement Period ending before or on the first
      anniversary of the first Utilisation Date: 	1.75 : 1 
	Thereafter, each Measurement Period ending before or on 31
      March, 2019: 	1.50 : 1 
	Thereafter, each Measurement Period ending before or on the
      Final Maturity Date: 	1.00 : 1





	21.2 	
      Basis of
    calculations

	 	 
	21.2.1 	
      All the terms defined in Clause
      1.2 (Financial definitions) are to be determined on a consolidated basis
      and (except as may be expressly included or excluded in the relevant
      definition, or as stated below) in accordance with IFRS.

	 	 
	21.2.2 	
      The financial undertakings in
      Clause 21.1.1 (unless expressly otherwise stated) shall apply as of the
      last day of each Measurement Period and compliance (or otherwise) shall be
      verified by reference to the consolidated financial statements or
      management accounts of the Group (as applicable) for the relevant
      Measurement Periods and Compliance Certificates delivered pursuant to
      Clause 20 (Information Undertakings).

	 	 
	21.2.3 	
      No item shall be deducted or
      credited more than once in any calculation.

	 	 
	21.2.4 	
      Where an amount in any financial
      statements delivered pursuant to Clause 20 (Information Undertakings) is
      not denominated in Rand, it shall be converted into Rand at the rates
      specified in those financial statements.

	 	 
	21.2.5 	
      In relation to any Measurement
      Period commencing before the Closing Date, the Consolidated EBITDA for any
      Measurement Period ending less than 12 months after the Closing Date,
      shall be determined based on the actual consolidated results of the
      Borrower for that Measurement Period.



65 





	21.3 	
      Equity cure

	 	 
	21.3.1 	
      In this Clause:

	 	 
		
      Cure Amount means the
      amount of cash proceeds received by the Borrower for the purposes of this
      Clause from a Shareholder Contribution on the condition that the claims of
      Holdco against the Borrower are subordinated to the claims of the Finance
      Parties under the Finance Documents, either under the Subordination
      Agreement or otherwise on terms acceptable to the Facility Agent;
    and

	 	 
		
      Cure Period, in relation
      to a Measurement Period, means the period ending on the date which falls
      45 Business Days after the Measurement Date for that period.

	 	 
	21.3.2 	
      If, as at a Measurement Date,
      any requirement of Clause 21.1.1 (the Relevant Financial
      Undertaking) is not met, which is evidenced by a Compliance
      Certificate delivered pursuant to Clause 20.3 (Compliance Certificate),
      the Borrower may treat (solely for the purpose of measuring compliance
      with the Relevant Financial Undertaking under this Clause, and not for any
      other purpose) a Cure Amount received and paid to the Facility Agent (for
      the account of the Senior Facility Lenders) in accordance with Clause 21.4
      within the applicable Cure Period, by way of a notional adjustment being a
      reduction of Consolidated Total Net Borrowings by an equivalent
    amount.

	 	 
	21.3.3 	
      Only so much of a Cure Amount as
      is required to ensure compliance with the Relevant Undertaking may be
      taken into account by way of such notional adjustment.

	 	 
	21.3.4 	
      Following receipt of a Cure
      Amount, the Borrower shall promptly recalculate the Relevant Financial
      Undertaking as permitted under this Clause 21.3 and, by no later than the
      last day of the relevant Cure Period, deliver to the Facility Agent a
      revised Compliance Certificate which reflects the results of those
      calculations.

	 	 
	21.3.5 	
      If, following receipt of a Cure
      Amount and a recalculation of the Relevant Financial Undertaking, as
      permitted under this Clause, the Relevant Financial Undertaking is met,
      the requirements of Clause 21.1 will be deemed to have been satisfied,
      retrospectively on the relevant Measurement Date, and any Default which
      arose under Clause 23.2 (Financial covenants and other obligations) as a
      result of the original failure to comply shall be deemed to have been
      remedied.

	 	 
	21.3.6 	
      The rights of the Borrower under
      this Clause 21.3 are subject to the following
  restrictions:




	 	(a) 	
      a Cure Amount may not be raised and taken into account
      under this Clause for two consecutive Measurement Periods; and

	 	 	 
	 	(b) 	
      no more than two Cure Amounts in total may be taken into
      account before the Final Discharge Date for the purposes of this
      Clause.




	21.4 	
      Cure Amounts - mandatory
      prepayment

	 	 
	21.4.1 	
      The Borrower shall apply all the
      proceeds of any Cure Amount received by a member of the Group in or
      towards payment, repayment or prepayment of the Utilisations and other
      Senior Facility Outstandings under the Senior Facilities, promptly upon
      receipt and, in any event, no later than the last day of the relevant Cure
      Period.

	 	 
	21.4.2 	
      All amounts paid, repaid or
      prepaid under this Clause shall be applied in the order of priority set
      out in (and otherwise as required under) Clause 7.11.1 (Application of
      partial prepayments).



66 





	22. 	
      GENERAL UNDERTAKINGS

	 	 
		
      Each Obligor is bound by the undertakings set out in this
      Clause 22 relating to it. The undertakings in this Clause 22 remain in
      force from the Signature Date for so long as any amount is outstanding
      under the Finance Documents or any Commitment is in
  force.




	22.1 	
      Authorisations

	 	 
		
      Each Obligor shall (and the
      Obligors shall ensure that each other member of the Group will)
      promptly:

	 	 
	22.1.1 	
      obtain, comply with and do all
      that is necessary to maintain in full force and effect; and

	 	 
	22.1.2 	
      at the request of the Facility
      Agent, supply certified copies to the Facility Agent
of,



any authorisation required to enable
it to: 

	 	(a) 	
      perform its obligations under the Finance Documents to
      which it is a party and to ensure the legality, validity, enforceability
      or admissibility in evidence in its jurisdiction of incorporation of any
      such Finance Document;

	 	 	 
	 	(b) 	
      carry on its business in the ordinary course and in all
      material respects as it is being conducted.




	22.2 	
      Compliance with
  laws

	 	 
		
      Each Obligor shall (and the
      Obligors shall ensure that each other member of the Group will) comply
      with all laws, permits and licenses which are material to the conduct of
      its business.

	 	 
	22.3 	
      Pari passu
  ranking

	 	 
		
      Each Obligor must ensure
    that:

	 	 
	22.3.1 	
      its payment obligations under
      the Finance Documents at all times rank at least pari passu with
      all its present and future unsecured unsubordinated payment obligations,
      except for obligations mandatorily preferred by law applying to companies
      generally in its jurisdiction of incorporation or any other jurisdiction
      where it carries on business.

	 	 
	22.3.2 	
      the Security conferred by each
      Security Document to which it is a party constitutes first ranking
      priority Security of the type described, over the assets referred to, in
      that Security Document and that those assets are not subject to any prior
      or pari passu Security in favour of any other person.

	 	 
	22.4 	
      Negative pledge

	 	 
	22.4.1 	
      No Obligor (excluding Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will) create or permit to subsist any Security over any of its
    assets.

	 	 
	22.4.2 	
      No Obligor (excluding Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will):




	 	(a) 	
      sell, transfer or otherwise dispose of any of its assets
      on terms whereby they are or may be leased to or re-acquired by an Obligor
      or any other member of the Group;



67 





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

	 	 	 
	 	(c) 	
      enter into or permit to subsist any title retention
      arrangement;

	 	 	 
	 	(d) 	
      enter into or permit to subsist any arrangement under
      which money or the benefit of a bank or other account may be applied,
      set-off or made subject to a combination of accounts; or

	 	 	 
	 	(e) 	
      enter into or permit to subsist any other preferential
      arrangement having a similar effect,



in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial
Indebtedness or of financing the acquisition of an asset. 

	22.4.3 	
      Clauses 22.4.1 and 22.4.2 do not
      apply to the following Security (each a Permitted
    Encumbrance):




	 	(a) 	
      any Security given or purported to be given as
      Transaction Security;

	 	 	 
	 	(b) 	
      any Security referred to in paragraph 6 of Schedule 10
      (Disclosure Schedule) given as at the Signature Date;

	 	 	 
	 	(c) 	
      any lien arising by operation of law and in the ordinary
      course of trading, and not as a result of any default or omission by any
      member of the Group;

	 	 	 
	 	(d) 	
      any netting or set-off arrangement entered into by any
      member of the Group with an Approved Bank in the ordinary course of its
      banking arrangements for the purpose of netting debit and credit balances,
      but only if the arrangement does not permit credit balances of Obligors to
      be netted with debit balances of members of the Group which are not
      Obligors;

	 	 	 
	 	(e) 	
      any netting of payments under a Permitted Treasury
      Transaction (including netting on a close-out of a Permitted Treasury
      Transaction);

	 	 	 
	 	(f) 	
      any Security over or affecting any asset acquired by a
      member of the Group after the Signature Date
if:




	 	(i) 	
      the Security was not created in contemplation of the
      acquisition of that asset by a member of the Group;

	 	 	 
	 	(ii) 	
      the principal amount secured has not been increased in
      contemplation of or since the acquisition of that asset by a member of the
      Group; and

	 	 	 
	 	(iii) 	
      the Security is removed or discharged within 3 months of
      the date of acquisition of such asset;




	 	(g) 	
      any Security over or affecting
      any asset of any company which becomes a member of the Group after the
      Signature Date where the Security is created prior to the date on which
      that company becomes a member of the Group,
if:




	 	(i) 	
      the Security was not created in contemplation of the
      acquisition of that company;

	 	 	 
	 	(ii) 	
      the principal amount secured has not been increased in
      contemplation of or since the acquisition of that company; and

	 	 	 
	 	(iii) 	
      the Security is removed or discharged within 3 months of
      the date of that company becoming a member of the
Group;



68 





	 	(h) 	
      any Security arising under:




	 	(i) 	
      a finance or capital lease; or

	 	 	 
	 	(ii) 	
      any retention of title, hire purchase or conditional sale
      arrangement; or

	 	 	 
	 	(iii) 	
      arrangements having a similar effect in respect of goods
      supplied to a member of the Group in the ordinary course of trading and on
      the supplier's standard or usual terms and not as a result of any default
      or omission by any member of the Group;




	 	(i) 	
      any Security over any rental deposits in respect of
      immovable property where the relevant lease was entered into in the
      ordinary course of business and on arm's length terms;

	 	 	 
	 	(j) 	
      any Security arising as a result of a Permitted
      Disposal;

	 	 	 
	 	(k) 	
      any Security arising as a consequence of any finance
      lease permitted pursuant to Clause 22.5.5 (Financial indebtedness) or any
      Security securing any liabilities under any Permitted Guarantee permitted
      pursuant to Clauses 22.12.2 to 22.12.10 (Third party guarantees)
      (inclusive), provided that, at any applicable
time:




	 	(i) 	
      the aggregate value of any such Security contemplated in
      this Clause shall not exceed R25,000,000; and

	 	 	 
	 	(ii) 	
      the aggregate value of such Security, when aggregated
      with (A) the aggregate actual or contingent liability of the members of
      the Group under all outstanding guarantees which are permitted under
      Clause 22.12.2 to 22.12.10 (Third party guarantees) (inclusive) at that
      time and (B) the aggregate Financial Indebtedness of all members of the
      Group permitted under Clauses 22.5.2 to 22.5.9 (Financial Indebtedness)
      (inclusive)) at that time, shall not exceed R600,000,000 (or its
      equivalent in any other currency); or




	 	(l) 	
      any Security expressly permitted in writing by the
      Facility Agent.




	22.5 	
      Financial
    Indebtedness

	 	 
		
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will) incur or allow to remain outstanding any Financial Indebtedness.
      This restriction does not apply to the following items of Financial
      Indebtedness (in each case, a Permitted Financial
  Indebtedness):

	 	 
	22.5.1 	
      any Financial Indebtedness
      incurred under the Finance Documents;

	 	 
	22.5.2 	
      any Financial Indebtedness
      arising under a Permitted Loan, a Permitted Guarantee or a Permitted
      Treasury Transaction;

	 	 
	22.5.3 	
      any Financial Indebtedness of
      any person acquired by a member of the Group after the Signature Date
      which is incurred under arrangements in existence at the date of
      acquisition, but not incurred or increased or its maturity date extended
      in contemplation of, or since, that acquisition, and outstanding only for
      a period of 3 months following the date of acquisition;

	 	 
	22.5.4 	
      Financial Indebtedness under a
      finance or capital lease, instalment credit agreement, retention of title,
      hire purchase or conditional sale arrangement or arrangements having a
      similar effect in respect of vehicles, plant, equipment or
    computers,provided that the aggregate capital value of all items so
acquired under outstanding leases, instalment credit agreements, retention of
title, hire purchase or conditional sale arrangements or arrangements having a
similar effect, by members of the Group, does not exceed an amount of
R50,000,000 (or its equivalent in any other currency) at any time; 



69 






	22.5.5 	
      any Financial Indebtedness under
      any operating lease for land, buildings or any movable assets which is
      entered into in the ordinary course of business and is classified as a
      finance lease under IFRS;

	 	 
	22.5.6 	
      any Financial Indebtedness
      arising under unsecured general or short term banking facilities provided
      to a member of the Group by another bank or financial institution,
      provided that the maximum aggregate amount of Financial Indebtedness under
      this Clause 22.5.6 does not exceed R500,000,000 (or its equivalent in any
      other currency) at any time;

	 	 
	22.5.7 	
      any Financial Indebtedness in
      respect of any loans advanced to the Borrower by Holdco, on the condition
      that the claims of Holdco against the Borrower are subordinated to the
      claims of the Finance Parties under the Finance Documents, either under
      the Subordination Agreement or otherwise on terms acceptable to the
      Facility Agent;

	 	 
	22.5.8 	
      any Financial Indebtedness
      expressly permitted in writing by the Facility Agent; or

	 	 
	22.5.9 	
      any Financial Indebtedness of
      any member of the Group not otherwise permitted by this Clause
    above,



provided that the aggregate Financial
Indebtedness of all members of the Group permitted under Clauses 22.5.2 to
22.5.9 (inclusive) (when taken together, at any applicable time, with the
aggregate actual or contingent liability under all outstanding guarantees which
are permitted under Clause 22.12.2 to 22.12.10 (Third party guarantees)
(inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any
other currency). 

	22.6 	
      Disposals

	 	 
		
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will), enter into a single transaction or a series of transactions
      (whether related or not) and whether voluntary or involuntary to sell,
      lease, transfer or otherwise dispose of any asset. This restriction does
      not apply to the following disposals which are (except for Clause 22.6.3,
      on arm's length terms (each a Permitted Disposal):

	 	 
	22.6.1 	
      any disposal arising as a result
      of a Permitted Distribution;

	 	 
	22.6.2 	
      a disposal of trading stock for
      cash in the ordinary course of trading;

	 	 
	22.6.3 	
      a disposal of any asset by a
      member of the Group (the disposing entity) to another member of the
      Group (the acquiring entity) incorporated in the same jurisdiction,
      but only if:




	 	(a) 	
      where the disposing entity is an Obligor, the acquiring
      entity is also an Obligor;

	 	 	 
	 	(b) 	
      the relevant asset is not subject to Transaction
      Security;

	 	 	 
	 	(c) 	
      where the disposing entity is a Guarantor, the acquiring
      entity must also be a Guarantor guaranteeing an amount at all times no
      less than that guaranteed by the disposing
entity;




	22.6.4 	
      a disposal of obsolete or
      redundant vehicles, plant and equipment for cash;



70 





	22.6.5 	
      a disposal of Cash
      Equivalents:




	 	(a) 	
      for Cash; or

	 	 	 
	 	(b) 	
      in exchange for other Cash
Equivalents;




	22.6.6 	
      a disposal arising as a result
      of a Permitted Encumbrance; 

	  	
       

	22.6.7 	
      disposal of assets (not being a
      business and not being shares or securities) in exchange for other assets
      comparable or superior as to type, value and quality and for a similar
      purpose; 

	  	
       

	22.6.8 	
      a disposal of cash where such
      disposal does not breach the other terms of the Finance Documents;
  

	  	
       

	22.6.9 	
      any other disposal not referred
      to in this Clause 22.6 (subject to the requirements of Clause 7.4
      (Mandatory prepayment – material disposal and insurance proceeds)) where
      the higher of the net consideration and the book value does not exceed
      R50,000,000 (or its equivalent in any other currency) in any financial
      year; 

	  	
       

	22.6.10 	
      a disposal constituted by a
      licence of Intellectual Property Rights permitted by Clause 22.16.2
      (Intellectual Property Rights); 

	  	
       

	22.6.11 	
      disposals to a Permitted Joint
      Venture, to the extent permitted by Clause 22.10.2(c) (Joint Ventures);
      

	  	
       

	22.6.12 	
      a disposal pursuant to a
      Permitted BEE Transaction provided it does not result in a Control Event;
      or 

	  	
       

	22.6.13 	
      any other disposal expressly
      permitted in writing by the Facility Agent. 

	  	
       

	22.7 	
      Merger 

	  	
       

		
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group

      will) enter into any amalgamation, demerger, merger, unbundling or
      corporate reconstruction. This restriction does not apply to: 

	  	
       

	22.7.1 	
      a Permitted Disposal or
      Permitted Acquisition; 

	  	
       

	22.7.2 	
      any other transaction or
      combination of transactions which is required to be implemented or
      expressly permitted by the terms of this Agreement; or 

	  	
       

	22.7.3 	
      any amalgamation, demerger,
      merger, unbundling or corporate reconstruction permitted in writing by the
      Facility Agent. 

	  	
       

	22.8 	
      Assets 

	  	
       

		
      Each Obligor (other than Holdco)
      shall (and the Obligors shall ensure that each member of the Group will)
      maintain in good working order and condition (ordinary wear and tear
      excepted) all of its assets necessary in the conduct of its business.
    

	  	
       

	22.9 	
      Acquisitions 

	  	
       

		
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will) acquire or subscribe for shares or other ownership interests in or
      securities of any company or other person, acquire any business or
      incorporate any company or other person. This restriction does not apply
      to the following transactions (each a Permitted Acquisition):
    



71 





	22.9.1 	
      the Subscription;

	 	 
	22.9.2 	
      the acquisition by a member of
      the Group of additional securities in investments (including Affiliates)
      in which it holds an interest at the Signature Date (other than in Cell
      C), provided:




	 	(a) 	
      the aggregate value of such acquisitions (when taken
      together, at any applicable time, with the amount of all outstanding
      Permitted Loans under Clause 22.11.1 (Loans out)) does not exceed
      R200,000,000 (or its equivalent in any other currency) at any time;
    and

	 	 	 
	 	(b) 	
      the relevant member of the Group has executed a security
      document over those securities, in form and substance satisfactory to the
      Facility Agent, creating first-ranking Security over those securities and
      all that member's claims in respect thereof in favour of the Finance
      Parties;




	22.9.3 	
      an acquisition for cash on arm's
      length terms by the Borrower of additional shares or other securities in
      Cell C funded by Shareholder Contributions or from any Available
      Distribution Amount, but only if no Default is continuing on completion of
      the acquisition or would occur as a result of that acquisition;

	 	 
	22.9.4 	
      an acquisition pursuant to a
      Permitted Joint Venture;

	 	 
	22.9.5 	
      the acquisition by a member of
      the Group of an asset from another member of the Group pursuant to a
      Permitted Disposal;

	 	 
	22.9.6 	
      an acquisition of shares or
      securities pursuant to a Permitted Share Issue;

	 	 
	22.9.7 	
      the acquisition of Cash
      Equivalents;

	 	 
	22.9.8 	
      the incorporation of a company
      as a member of the Group, but only if:




	 	(a) 	
      it is incorporated in the Common Monetary Area as a
      limited liability company or if not incorporated in the Common Monetary
      Area with limited liability, the Facility Agent has consented to the
      incorporation of such company in the relevant jurisdiction;

	 	 	 
	 	(b) 	
      no Default is continuing on the incorporation of that
      company or would occur as a result; and

	 	 	 
	 	(c) 	
      that company accedes and becomes party to this Agreement
      as an Additional Guarantor if it is or becomes a Material Subsidiary or if
      otherwise required to comply with Clause 22.25 (Guarantor
  coverage);




	22.9.9 	
      an acquisition for cash on arm's
      length terms, of all or any interest of the issued share capital and other
      securities of a limited liability company (other than in Cell C) or a
      business or undertaking carried on as a going concern, funded by
      Shareholder Contributions or cash on hand, but only
if:



	 	 	 
	 	 (a) 	in the case of the Obligors, the company,
      business or undertaking (as applicable) is incorporated or established,
      and the principal business operations thereof are carried on in the Common
      Monetary Area or if not incorporated in the Common Monetary Area with
      limited liability, or the principal business operations thereof are not
      carried on in the Common Monetary Area, the Facility Agent has consented
      to the incorporation of such company, or the acquisition of such business
      or undertaking in the relevant jurisdiction; 


72 





	 	(b) 	
      the company carries on or will carry on a business
      substantially similar to that undertaken by the Borrower on the date of
      such acquisition;

	 	 	 
	 	(c) 	
      no Default is continuing on completion of the acquisition
      or would occur as a result of that acquisition;

	 	 	 
	 	(d) 	
      the company, business or undertaking (as applicable) has
      generated positive earnings before interest, tax, depreciation,
      amortisation and impairment charges and positive cash flows (calculated,
      in the case of earnings before interest, tax, depreciation, amortisation
      and impairment charges, on a pro forma standalone basis and on
      substantially the same basis as Consolidated EBITDA, except that
      references to the Borrower will be construed as references to that
      Subsidiary, company or business), for the 12 month period ending on the
      most recent month-end prior to the closing date for that acquisition (or,
      if not ascertainable, for the financial year of that company, business or
      undertaking most recently ended prior to the closing date for such
      acquisition); and

	 	 	 
	 	(e) 	
      if an acquisition of shares in a
  company:




	 	(i) 	
      no creditor of that company has or will have any recourse
      to any other member or the Group, or the assets of another member of the
      Group, in connection with any indebtedness owed by that company to its
      creditors from time to time; and

	 	 	 
	 	(ii) 	
      in the case of an acquisition by an Obligor, that company
      accedes and becomes party to this Agreement as an Additional Guarantor if
      it is or becomes a Material Subsidiary or if otherwise required to comply
      with Clause 22.25 (Guarantor coverage);




	22.9.10 	
      an acquisition (other than of
      shares or other securities in Cell C) funded by Shareholder Contributions
      or cash on hand the value of which does not exceed R20,000,000 (or its
      equivalent in any other currency) in any financial year; or

	 	 
	22.9.11 	
      any acquisition expressly
      permitted in writing by the Facility Agent.

	 	 
	22.10 	
      Joint Ventures

	 	 
	22.10.1 	
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will) be entitled to enter into any Joint Venture or partnership (whether
      an en commandite partnership or any other partnership) or enter
      into, invest or acquire any shares, stocks, securities, partnership
      interest or other interest in any Joint Venture or partnership or transfer
      any assets or lend to or guarantee or give an indemnity for or grant any
      security interest for the obligations of a Joint Venture or partnership or
      maintain the solvency or provide working capital to any Joint Venture or
      partnership other than with the prior written consent of the Facility
      Agent.

	 	 
	22.10.2 	
      Clause 22.10.1 does not apply to
      any investment in any Joint Venture (a Permitted Joint Venture)
      where:




	 	(a) 	
      the Joint Venture carries on or will carry on a business
      similar to that undertaken by the Group as at the date of the
      investment;

	 	 	 
	 	(b) 	
      no Default is continuing on the completion of the
      investment or would occur as a result; and



73 





	 	(c) 	
      the aggregate of all Joint Venture Investments of any
      member or members of the Group does not exceed R50,000,000 (or its
      equivalent in any other currency) at any time.




	22.10.3 	
      For purposes of this Clause,
      Joint Venture Investment means:




	 	(a) 	
      an acquisition of any shares, stocks, equity securities
      or other ownership interest in any Joint Venture;

	 	 	 
	 	(b) 	
      the transfer of any assets to, loan to, or guarantee,
      indemnity or provision of Security for the obligations of, a Joint
      Venture; or

	 	 	 
	 	(c) 	
      the acquisition of a minority interest in any company
      (provided that, for the avoidance of doubt, the acquisition of minority
      interests held by third parties in any company which is, as at the date of
      such acquisition, a member of the Group shall not be construed as a Joint
      Venture Investment).




	22.11 	
      Loans out

	 	 
		
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will) be a creditor in respect of any Financial Indebtedness. This
      restriction does not apply to the following items (each a Permitted
      Loan):

	 	 
	22.11.1 	
      a loan by a member of the Group
      to an Affiliate in which it holds an interest at the Signature Date,
      provided:




	 	(a) 	
      the aggregate amount of such loans (when taken together,
      at any applicable time, with the value of all acquisitions permitted
      pursuant to Clause 22.9.2 (Acquisitions)) does not exceed R200,000,000 (or
      its equivalent in any other currency) at any time; and

	 	 	 
	 	(b) 	
      the relevant member of the Group has executed a security
      document over the member of the Group's claims arising from such loans, in
      form and substance satisfactory to the Facility Agent, creating
      first-ranking Security over those claims in respect thereof in favour of
      the Finance Parties;




	22.11.2 	
      a loan by the Borrower to Cell C
      funded by Shareholder Contributions or from any Available Distribution
      Amount;

	 	 
	22.11.3 	
      trade credit extended by a
      member of the Group to its customers on normal commercial terms and in the
      ordinary course of its trading activities and which has a credit term of
      not more than 90 days;

	 	 
	22.11.4 	
      loans provided
  by:




	 	(a) 	
      one Obligor to another Obligor;

	 	 	 
	 	(b) 	
      a member of the Group which is not an Obligor to another
      member of the Group which is not an Obligor;




	22.11.5 	
      any loans referred to in
      paragraph 7 of Schedule 10 (Disclosure Schedule) as at the Signature
      Date;

	 	 
	22.11.6 	
      loans
to:




	 	(a) 	
      Zazoo Limited to fund operating costs not exceeding
      R10,000,000 (or the equivalent in any other currency) in aggregate at any
      time; and

	 	 	 
	 	(b) 	
      Smart Life not exceeding R10,000,000 in aggregate at any
      time;



74 





	22.11.7 	
      loans to employees of the Group
      not exceeding R220,000 in aggregate at any time; 

	  	
       

	22.11.8 	
      loans made by Moneyline to its
      customers in the ordinary course of its business; 

	  	
       

	22.11.9 	
      loans which exist on the
      Signature Date and were disclosed to the Facility Agent in writing before
      that date, provided that the aggregate amount of those loans may not be
      increased after the Signature Date; or 

	  	
       

	22.11.10 	
      loans or credit expressly
      permitted in writing by the Facility Agent. 

	  	
       

	22.12 	
      Third party guarantees
    

	  	
       

		
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will) incur or allow to remain outstanding any guarantee in respect of any
      obligation of any person. This restriction does not apply to the following
      (in each case a Permitted Guarantee): 

	  	
       

	22.12.1 	
      any guarantee arising under the
      Finance Documents; 

	  	
       

	22.12.2 	
      performance bonds guaranteeing
      performance by an Obligor under any contract (not being in respect of
      Financial Indebtedness) entered into in the ordinary course of trade;
    

	  	
       

	22.12.3 	
      guarantees by Obligors in
      respect of the Permitted Financial Indebtedness of other Obligors;
  

	  	
       

	22.12.4 	
      any guarantee comprising a
      netting or set-off arrangement entered into by a member of the Group with
      an Approved Bank in the ordinary course of its banking arrangements for
      the purposes of netting debit and credit balances of that member of the
      Group or of other members of the Group with that Approved Bank, provided
      that such arrangement does not permit credit balances of Obligors to be
      netted with debit balances of members of the Group that are not Obligors;
      

	  	
       

	22.12.5 	
      any guarantee given by a person
      acquired by a member of the Group after the Signature Date which is
      incurred under arrangements in existence at the date of acquisition, but
      not incurred or increased or its maturity date extended in contemplation
      of, or since, that acquisition, and outstanding only for a period of 3
      months following the date of acquisition; 

	  	
       

	22.12.6 	
      any guarantee required to be
      given to any municipality, utility provider or other supplier of goods or
      services, and made by a member of the Group in the regular and ordinary
      course of business under which the aggregate liability (actual or
      contingent) of members of the Group does not at any time exceed
      R10,000,000; 

	  	
       

	22.12.7 	
      any guarantee given to a
      landlord or financial institution in respect of premises occupied by a
      member of the Group for the rental obligations of a member of the Group,
      where the lease agreement and the guarantee are entered into in the
      ordinary course of trading and on arm’s length terms; 

	  	
       

	22.12.8 	
      guarantees not otherwise
      permitted by this Clause above, under which the aggregate liability
      (actual or contingent) of members of the Group does not at any time exceed
      R10,000,000; 

	  	
       

	22.12.9 	
      any guarantees referred to in
      paragraph 8 of Schedule 10 (Disclosure Schedule) as at the Signature Date;
      or 

	  	
       

	22.12.10 	
      any guarantee expressly
      permitted in writing by the Facility Agent, 



75 




provided that the aggregate actual or
contingent liability under all outstanding guarantees which are permitted under
Clause 22.12.2 to 22.12.10 (inclusive) (when taken together, at any applicable
time, with the aggregate Financial Indebtedness of all members of the Group
permitted under Clauses 22.5.2 to 22.5.9 (Financial Indebtedness) (inclusive))
shall not at any time exceed R600,000,000 (or its equivalent in any other
currency). 

	22.13 	
      Treasury
    Transactions

	 	 
		
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will) enter into any Treasury Transaction. This restriction does not apply
      to spot and forward delivery foreign exchange contracts entered into in
      the ordinary course of business, but not for speculative purposes nor any
      Treasury Transaction expressly permitted in writing by the Facility Agent.
      (each a Permitted Treasury Transaction).

	 	 
	22.14 	
      Arm's length
      transactions

	 	 
		
      No Obligor shall (and the
      Obligors shall ensure that no other member of the Group will) enter into
      any transaction with any person, otherwise than on arm's-length terms,
      save for:

	 	 
	22.14.1 	
      any transaction forming part of,
      or required to implement, the Transaction; or

	 	 
	22.14.2 	
      loans made or credit provided by
      one Obligor to another;

	 	 
	22.15 	
      Insurance

	 	 
	22.15.1 	
      In this Clause a prudent
      owner means a prudent owner and operator of any business, and of
      assets of a type and size, similar in all cases to those owned and
      operated by any member of the Group in a similar location.

	 	 
	22.15.2 	
      Each Obligor shall (and the
      Obligors shall ensure that each other member of the Group will) ensure
      that its Insurances:




	 	(a) 	
      insure it for its insurable interest in respect of all
      risks which are required to be insured against under any applicable law or
      regulation and which a prudent owner would insure against;

	 	 	 
	 	(b) 	
      insure it against losses arising from business
      interruption (whether or not a prudent owner would do so); and

	 	 	 
	 	(c) 	
      in the case of any other asset or risk, provide cover up
      to a limit which a prudent owner would buy.




	22.15.3 	
      Each Obligor shall (and the
      Obligors shall ensure that each other member of the Group
  will):




	 	(a) 	
      ensure that its Insurances are underwritten by an
      insurance company or underwriter which is of international standing and is
      not a captive insurer which is a member of the Group;

	 	 	 
	 	(b) 	
      promptly pay (or procure payment of) all premiums and do
      anything which is necessary to keep each of its Insurances in full force
      and effect; and

	 	 	 
	 	(c) 	
      not do or allow anything to be done which may (and
      promptly notify the Facility Agent of any event or circumstance which does
      or is reasonably likely to) entitle any insurer of any of its Insurances
      to repudiate, rescind or cancel it or to treat it as avoided in whole or
      in part or otherwise decline any valid claim under it by or on behalf of
      any member of the Group.



76 





	22.16 	
      Intellectual Property
      Rights

	 	 
	22.16.1 	
      Except as provided below, each
      Obligor shall (and the Obligors shall ensure that each other member of the
      Group will):




	 	(a) 	
      make any registration and pay any fee or other amount
      which is necessary to retain and protect the Intellectual Property Rights
      which are material to the business of a member of the Group;

	 	 	 
	 	(b) 	
      record its interest in those Intellectual Property
      Rights;

	 	 	 
	 	(c) 	
      take such steps as are necessary and commercially
      reasonable (including the institution of legal proceedings) to prevent
      third parties infringing those Intellectual Property Rights;

	 	 	 
	 	(d) 	
      not use or permit any such Intellectual Property Right to
      be used in a way which may, or take or omit to take any action which may,
      adversely affect the existence or value of such Intellectual Property
      Right; and

	 	 	 
	 	(e) 	
      not grant any licence in respect of those Intellectual
      Property Rights, without the express prior consent of the Facility
      Agent.




	22.16.2 	
      Clause 22.16.1 does not apply to
      licence arrangements entered into between members of the Group for so long
      as they remain members of the Group or to licence arrangements entered
      into on normal commercial terms and in the ordinary course of its
      business.

	 	 
	22.17 	
      Environmental
    matters

	 	 
	22.17.1 	
      Each Obligor shall (and the
      Obligors shall ensure that each other member of the Group
  will):




	 	(a) 	
      comply with all Environmental Law;

	 	 	 
	 	(b) 	
      obtain, maintain and ensure compliance with all
      Environmental Permits that are required to carry on its business in the
      ordinary course;

	 	 	 
	 	(c) 	
      implement procedures to monitor compliance with and to
      prevent liability under any Environmental Law,



where failure to do so has or might
reasonably be expected to have a Material Adverse Effect or is reasonably likely
to result in any liability for a Finance Party. 

	22.17.2 	
      Each Obligor shall (through the
      Borrower), promptly upon becoming aware of the same, inform the Facility
      Agent in writing of:




	 	(a) 	
      any Environmental Claim against it or any other member of
      the Group which is current, pending or threatened; and

	 	 	 
	 	(b) 	
      any facts or circumstances which are reasonably likely to
      result in any Environmental Claim being commenced or threatened against it
      or any other member of the Group,



where the claim, if determined against
it or any other such member of the Group, has or might reasonably be expected to
have a Material Adverse Effect or is reasonably likely to result in any
liability for a Finance Party. 

	22.17.3 	
      The Borrower hereby indemnifies
      each Finance Party and its officers, employees, agents and delegates
      (together the Indemnified Parties) against any loss or
    liability suffered or incurred by that Indemnified Party (except to the
extent caused by such Indemnified Party's own gross negligence or wilful
default) which: 



77 






	 	(a) 	
      arises by virtue of any actual or alleged breach of any
      Environmental Law (whether by any Obligor, an Indemnified Party or any
      other person); or

	 	 	 
	 	(b) 	
      arises in connection with an Environmental
  Claim,



which relates to the Group, any assets
of the Group or the operation of all or part of the business of the Group (or,
in each case, any member of the Group) and which would not have arisen if the
Finance Documents or any of them had not been executed by that Finance Party.


	22.18 	
      Share capital

	 	 
	22.18.1 	
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will):




	 	(a) 	
      redeem, purchase, defease, retire or repay any of its
      shares or share capital (or any instrument convertible into shares or
      share capital) or resolve to do so;

	 	 	 
	 	(b) 	
      issue any shares (or any instrument convertible into
      shares) which by their terms are redeemable or carry any right to a return
      prior to the Final Discharge Date; or

	 	 	 
	 	(c) 	
      issue any shares or share capital (or any instrument
      convertible into shares or share capital) to any
person.




	22.18.2 	
      Clause 22.18.1 does not apply to
      the following (each a Permitted Share
Issue):




	 	(a) 	
      the issue of shares by an Obligor to another
    Obligor;

	 	 	 
	 	(b) 	
      the issue of shares by Holdco;

	 	 	 
	 	(c) 	
      the issue of shares for cash by a member of the Group to
      a minority shareholder provided that following the issue of such shares
      the pro rata shareholding of all shareholders of that member of the Group
      will remain unchanged;

	 	 	 
	 	(d) 	
      the issue of shares by a member of the Group to another
      person as part of a Permitted BEE Transaction, provided such issue does
      not lead to a Control Event;

	 	 	 
	 	(e) 	
      an issue of shares for purposes of a refinancing provided
      that all Loans and other Senior Facility Outstandings are, pursuant to
      such refinancing, prepaid in full at the same time and the Total
      Commitments are cancelled and reduced to zero;

	 	 	 
	 	(f) 	
      any issue of shares by the Borrower to Holdco provided
      that those shares by their terms (or by the terms of any security into
      which they may be convertible or for which they may be exchangeable) are
      not mandatorily redeemable or redeemable at the option of a holder;
    or

	 	 	 
	 	(g) 	
      an issue of shares to a person with the express prior
      consent of the Facility Agent.



78 





	22.19 	
      Distributions

	 	 
	22.19.1 	
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will) make any distribution. This restriction does not apply to the
      following distributions (each a Permitted
  Distribution):




	 	(a) 	
      any distribution by a member of the Group to an Obligor
      (other than Holdco);

	 	 	 
	 	(b) 	
      a payment by the Borrower which is permitted in
      accordance with Clause 22.19.2; or

	 	 	 
	 	(c) 	
      any other distribution made with the express prior
      consent of the Facility Agent.




	22.19.2 	
      The Borrower may make payment of
      a cash distribution to Holdco (a Cash Distribution) if each of the
      following conditions have been met:




	 	(a) 	
      the Borrower has given 10 Business Days' prior notice to
      the Facility Agent of the intention to make such payment;

	 	 	 
	 	(b) 	
      no amount due and payable under the Senior Facilities
      remains unpaid as at the date on which the payment is proposed to be
      made;

	 	 	 
	 	(c) 	
      no Default is then continuing or would result from that
      payment;

	 	 	 
	 	(d) 	
      that payment is not prohibited under any applicable
      law;

	 	 	 
	 	(e) 	
      following any such payment the aggregate amount of the
      Group's Cash and Cash Equivalents will not be less than R500,000,000;
      and

	 	 	 
	 	(f) 	
      the Borrower has offered to prepay Utilisations and other
      Senior Facility Outstandings in an amount (the Cash Distribution
      Prepayment Amount) equal to the amount of the proposed Cash
      Distribution, and any payments required to be made as a result of any
      acceptances of any such offer must have been made, all in accordance with
      the requirements of Clause 8 (Prepayment Offers and Priorities), and
      received in full by the relevant Lenders.




	22.20 	
      Bank accounts

	 	 
		
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      incorporated in South Africa will) open or maintain any account or enter
      into any banking relationship with any branch of any bank or other
      financial institution providing similar services other than any account
      maintained with an Approved Bank.

	 	 
	22.21 	
      Taxes

	 	 
	22.21.1 	
      Each Obligor (other than Holdco)
      shall (and the Obligors shall ensure that each other member of the Group
      will) pay and discharge all Taxes imposed upon it or its assets within the
      time period allowed without incurring penalties unless and only to the
      extent that:




	 	(a) 	
      such payment is being contested in good faith;

	 	 	 
	 	(b) 	
      the amount under dispute is not in excess of
      R10,000,000;

	 	 	 
	 	(c) 	
      adequate reserves are being maintained for those Taxes
      and the costs required to contest them which have been disclosed in its
      latest financial statements; and

	 	 	 
	 	(d) 	
      such payment can be lawfully
withheld.



79 





	22.21.2 	
      No member of the Group may
      change its residence for Tax purposes.

	 	 
	22.22 	
      Amendments to
    documents

	 	 
	22.22.1 	
      No Obligor (other than Holdco)
      shall (and the Obligors shall ensure that no other member of the Group
      will):




	 	(a) 	
      amend its memorandum of incorporation or other
      constitutional documents;

	 	 	 
	 	(b) 	
      amend or waive any term of any document delivered to the
      Facility Agent pursuant to Clause 4.1 (Initial conditions
    precedent),



(save for an amendment or waiver which
is required to comply with the rules of any listings authority, including the
NASDAQ Stock Market, or a procedural or administrative change arising in the
ordinary course of administration of the relevant document and is not material)
without the express prior consent of the Facility Agent before the Closing Date
and, thereafter, in a manner or to an extent which is reasonably likely in any
way to adversely affect the interests of the Finance Parties under the Finance
Documents. 

	22.22.2 	
      The Borrower must promptly
      supply to the Facility Agent a copy of any amendment to or waiver of any
      of the documents, or any agreement with any shareholder in the Borrower
      (or any of their Affiliates), in either case referred to in Clause
      22.22.1.

	 	 
	22.23 	
      Access

	 	 
	22.23.1 	
      Upon reasonable notice by the
      Facility Agent, each Obligor shall (and the Obligors shall ensure that
      each other member of the Group will) allow any one or more representatives
      of the Finance Parties and/or accountants or other professional advisers
      appointed by the Finance Parties to have access during normal business
      hours to the premises, assets, books and records of that member of the
      Group.

	 	 
	22.23.2 	
      The Facility Agent may not give
      notice under Clause 22.23.1, unless it reasonably believes that a Default
      is continuing or may have occurred or may occur and notifies the Borrower
      that it is exercising its rights under this Clause 22.23.

	 	 
	22.24 	
      Anti-corruption laws and
      Sanctions

	 	 
	22.24.1 	
      No Obligor shall (and the
      Obligors shall ensure that no other member of the Group
  will):




	 	(a) 	
      contravene any Sanctions;

	 	 	 
	 	(b) 	
      at any time be a party to or participate in a Sanctioned
      Transaction in any manner; or

	 	 	 
	 	(c) 	
      directly or indirectly use the proceeds of any Senior
      Facility for any purpose which would breach the United Kingdom Bribery Act
      2010, the United States Foreign Corrupt Practices Act of 1977 or other
      similar legislation in other jurisdictions.




	22.24.2 	
      Each Obligor shall (and the
      Borrower shall ensure that each member of the Group
  will):




	 	(a) 	
      take all reasonable steps to ensure that appropriate
      controls and safeguards are in place, designed to prevent it or any other
      member of the Group from being or becoming involved in a Sanctioned
      Transaction; and



80 





	 	(b) 	
      conduct its businesses in compliance with applicable
      anti-corruption laws and maintain policies and procedures designed to
      promote and achieve compliance with such laws.




	22.24.3 	
      In this Clause 22.24, a
      reference to the Group or a member of the Group, includes Smart
    Life.

	 	 
	22.25 	
      Guarantor
  coverage

	 	 
	22.25.1 	
      The Borrower shall ensure that,
      at all times after the Closing Date, the aggregate contribution of the
      Guarantors (other than Holdco) (calculated on an unconsolidated basis and
      excluding all intra-Group items and investments in Subsidiaries of any
      member of the Group) represents not less than 90.00 per cent. of the gross
      assets, Consolidated EBITDA and total revenue of the Group.

	 	 
	22.25.2 	
      Subject to Clause 22.25.3, if,
      at any time after the Signature Date:




	 	(a) 	
      it is demonstrated by reference to the financial
      statements of any Subsidiary and the consolidated financial statements of
      the Group that any member of the Group is a Material Subsidiary;
  or

	 	 	 
	 	(b) 	
      a member of the Group otherwise is or becomes a Material
      Subsidiary,



then, the Borrower shall, subject to
Clause 20.9 (Information Undertakings), promptly and in any event within 10
Business Days of the delivery of those financial statements procure that that
Material Subsidiary becomes an Additional Guarantor in the manner required by
Clause 25.2 (Additional Guarantors). 

	22.25.3 	
      Notwithstanding, Clause 22.25.2,
      neither:




	 	(a) 	
      Prism Transactive (M) Sedirian Berhad, a company
      registered under the laws of Malaysia; nor

	 	 	 
	 	(b) 	
      Smart Life,



will be required to become an
Additional Guarantor. 

	22.26 	
      Ownership of
    Guarantors

	 	 
	22.26.1 	
      Subject to Clause 22.26.3, the
      Borrower shall ensure that 100 per cent. of the securities in the issued
      capital of each Guarantor (other than Holdco and Cash Paymaster) are
      owned, directly or indirectly, legally and beneficially, by the
      Borrower.

	 	 
	22.26.2 	
      Subject to Clause 22.26.3, the
      Borrower shall ensure that 87.5 per cent. of the securities in the issued
      capital of Cash Paymaster are owned, directly or indirectly, legally and
      beneficially, by the Borrower.

	 	 
	22.26.3 	
      Notwithstanding Clauses 22.26.1
      and 22.26.2:




	 	(a) 	
      the Borrower may, directly or indirectly, reduce its
      shareholding, or the percentage of shares it is entitled to vote, in
      another Obligor to a minimum amount of 75 per cent. of all such shares and
      votes, pursuant to one or more Permitted BEE Transactions;

	 	 	 
	 	(b) 	
      the Borrower may, directly or indirectly, reduce its
      shareholding, or the percentage of shares it is entitled to vote, in Cash
      Paymaster to a minimum amount of 70 per cent. of all such shares and
      votes, pursuant to one or more Permitted BEE
  Transactions.



81 





	22.27 	
      Acquisition of DNI
      Shares

	 	 
	22.27.1 	
      The Borrower shall, by no later
      than 2 Business Day following the Utilisation Date under Facility D (or
      such later date as may be agreed by the Facility Agent in writing),
      provide evidence acceptable to the Finance Parties
that:




	 	(a) 	
      the Borrower has subscribed for and owns 4,000,000
      ordinary "A" shares in the authorised ordinary share capital of DNI (the
      Additional DNI Shares) pursuant to the "Tranche I Subscription
      Agreement" between the Borrower and DNI;

	 	 	 
	 	(b) 	
      the Borrower has disbursed a loan of R126,000,000 to DNI
      pursuant to the "Net1 Loan Agreement" between the Borrower and DNI;
    and

	 	 	 
	 	(c) 	
      DNI has disbursed a loan of R126,000,000 to AJD Holdings
      Proprietary Limited (registration number 1975/004328/07) and Richmark
      Holdings Proprietary Limited (registration number 2000/013818/07) pursuant
      to the "DNI Loan Agreement" between the Borrower and
DNI.




	22.27.2 	
      The Borrower shall, within 2
      Business Day following the Utilisation Date under Facility D (or such
      later date as may be agreed by the Facility Agent in writing), deliver to
      the Facility Agent:




	 	(a) 	
      the original share certificates in respect of the
      Additional DNI Shares; and

	 	 	 
	 	(b) 	
      share transfer forms in respect of the Additional DNI
      Shares, duly signed by the Borrower as transferor and blank as to
      transferee.




	23. 	
      EVENTS OF DEFAULT

	 	 
		
      Each of the events or circumstances set out in this
      Clause 23 (other than 23.15 (Acceleration)) is an Event of
  Default.




	23.1 	
      Non-payment 

	 	 
		
      An Obligor does not pay on the
      due date any amount payable by it under a Finance Document, at the place
      and in the currency in which it is expressed to be payable unless:
  

	 	 
	23.1.1 	
      that failure to pay is caused by
      administrative or technical error or a Disruption Event; and 

	 	 
	23.1.2 	
      payment is made in full within 3
      Business Days of its due date. 

	 	 
	23.2 	
      Financial covenants
  

	 	 
	  	
      Any requirement of Clause 21
      (Financial Covenants) is not satisfied, unless that breach: 

	 	 
	23.2.1 	
      is capable of remedy under
      Clause 21.3 (Equity cure); and 

	 	 
	23.2.2 	
      is remedied, timeously and in
      full, in accordance with the requirements of that Clause. 

	 	 
	23.3 	
      Other obligations
  

	 	 
	23.3.1 	
      An Obligor does not comply,
      timeously and in full, with any term of Clause 20 (Information
      Undertakings) or any term of Clauses 22.3 (Pari passu ranking),
      22.4 (Negative pledge), 22.5 (Financial Indebtedness), 22.6 (Disposals),
      22.7 (Merger), 22.9 (Acquisitions), 22.10 (Joint Ventures), 22.11 (Loans
      out), 22.12 (Third party guarantees), 22.13 (Treasury Transactions), 22.14
      (Arm's length transactions), 22.18 (Share capital), 22.19 (Distributions),
      22.20 (Bank accounts), 22.22 (Amendment to documents), 22.24 (Anti-corruption laws and Sanctions) and
22.26 (Ownership of Guarantors). 



82 






	23.3.2 	
      An Obligor does not comply,
      timeously and in full, with any provision of any Security Document to
      which it is a party.

	 	 
	23.3.3 	
      An Obligor fails to comply,
      timeously and in full, with any provision of a Finance Document (in
      respect of an Obligor only, other than those referred to in Clauses 23.1,
      23.2, 23.3.1 and 23.3.2).

	 	 
	23.3.4 	
      No Event of Default under Clause
      23.3.3 will occur, if the failure is capable of remedy and is remedied
      within 5 Business Days of the earlier of (A) the Facility Agent giving
      notice to the Borrower and (B) any Obligor becoming aware of the failure
      to comply.

	 	 
	23.4 	
      Misrepresentation

	 	 
	23.4.1 	
      Any representation or statement
      made or deemed to be made by an Obligor in the Finance Documents or any
      other document delivered by or on behalf of any Obligor under or in
      connection with any Finance Document is or proves to have been incorrect
      or misleading in any material respect when made or deemed to be
      repeated.

	 	 
	23.4.2 	
      No Event of Default will occur
      under Clause 23.4.1 if the circumstances giving rise to the
      misrepresentation are capable of remedy and are remedied within 10
      Business Days of the earlier of (A) the Facility Agent giving notice to
      the Borrower and (B) any Obligor becoming aware thereof.

	 	 
	23.5 	
      Cross default and cross
      acceleration

	 	 
	23.5.1 	
      Any of the following occurs in
      respect of any Obligor or Material Subsidiary:




	 	(a) 	
      any of its Financial Indebtedness (or any amount payable
      in respect of its Financial Indebtedness) is not paid when due (after the
      expiry of any originally applicable grace period); or

	 	 	 
	 	(b) 	
      any of its Financial
Indebtedness:




	 	(i) 	
      is declared to be or otherwise becomes prematurely due
      and payable prior to its stated maturity or, if the Financial Indebtedness
      arises under a guarantee, prior to the stated maturity of the Financial
      Indebtedness which is the subject of the guarantee; or

	 	 	 
	 	(ii) 	
      is placed on demand;

	 	 	 
	 	(iii) 	
      is capable of being declared by or on behalf of a
      creditor to be prematurely due and payable or of being placed on demand;
      or

	 	 	 
	 	(iv) 	
      is terminated or closed out or is capable of being
      terminated or closed out,



in each case, as a result of an event
of default or any provision having a similar effect (howsoever described); or


	 	(c) 	
      any commitment of a provider of Financial Indebtedness to
      it is cancelled or suspended, or is capable of being cancelled or
      suspended by such provider, in each case, as a result of an event of
      default or any provision having a similar effect (howsoever
    described).



83 





	23.5.2 	
      No Event of Default will occur
      under this Clause 23.5 if the aggregate amount of Financial Indebtedness
      or commitment for Financial Indebtedness falling within Clauses 23.5.1(a)
      to (c) is less than R10,000,000 (or its equivalent in another currency or
      currencies).




	23.6 	
      Insolvency

	 	 
	23.6.1 	
      Any Obligor or Material
      Subsidiary is or is deemed for the purposes of any applicable law to be
      insolvent or unable to pay its debts as they fall due, admits its
      insolvency or its inability to pay its debts as they fall due, suspends
      making payments on any of its debts or announces an intention to do so or,
      by reason of actual or anticipated financial difficulties, commences
      negotiations with one or more of its creditors with a view to the
      rescheduling, restructuring or compromise of any of its
    indebtedness.

	 	 
	23.6.2 	
      Any Obligor or Material
      Subsidiary is or is deemed for the purposes of any applicable law to be
      "Financially Distressed" (as defined in the Companies Act).

	 	 
	23.6.3 	
      The value of the assets of any
      Obligor or Material Subsidiary is less than its liabilities (taking into
      account contingent and prospective liabilities).

	 	 
	23.6.4 	
      A moratorium is declared,
      instituted or takes effect in respect of any of the indebtedness of any
      Obligor or Material Subsidiary (in which event the ending of the
      moratorium will not remedy any Event of Default caused by that
      moratorium).

	 	 
	23.6.5 	
      The filing of an involuntary
      proceeding in a court of competent jurisdiction in the United States
      seeking relief under US Bankruptcy Law in respect of any Obligor or
      Material Subsidiary and either such proceeding shall continue undismissed
      for 30 days or an order or decree approving or ordering any of the
      foregoing shall be entered or any Obligor or Material Subsidiary shall
      consent to the institution of, or fail to contest in a timely and
      appropriate manner, any such involuntary proceeding.

	 	 
	23.6.6 	
      The filing of a voluntarily
      petition by any Obligor or Material Subsidiary under US Bankruptcy
    Law.

	 	 
	23.7 	
      Insolvency and business rescue
      proceedings

	 	 
	23.7.1 	
      Any corporate action, legal
      proceedings or other procedure or step (including an application to court,
      proposal or convening of a meeting) is taken with a view
  to:




	 	(a) 	
      the suspension of payments, a moratorium of any
      indebtedness, liquidation, winding-up, dissolution, administration,
      business rescue or reorganisation (by way of voluntary arrangement, scheme
      of arrangement or otherwise) of the any Obligor or Material
    Subsidiary;

	 	 	 
	 	(b) 	
      a composition, compromise, assignment or arrangement with
      any creditor of any Obligor or Material Subsidiary;

	 	 	 
	 	(c) 	
      the appointment of a liquidator, receiver, administrative
      receiver, administrator, compulsory manager, business rescue practitioner
      or other similar officer in respect of any Obligor or Material Subsidiary
      or any of its assets; or

	 	 	 
	 	(d) 	
      enforcement of any Security over any assets of any
      Obligor or Material Subsidiary,



or any analogous procedure or step is
taken in any jurisdiction; 

	23.7.2 	
      A meeting is proposed or
      convened by the directors of any Obligor or Material Subsidiary, a
      resolution is proposed or passed, application is made or an order
  is applied for or granted, to authorise the entry into or
implementation of any business rescue proceedings (or any similar proceedings)
in respect of any Obligor or Material Subsidiary, or any analogous procedure or
step is taken in any jurisdiction. 



84 






	23.8 	
      Creditors'
  process

	 	 
		
      Any expropriation, attachment,
      sequestration, implementation of any business rescue plan, distress or
      execution affects any asset or assets of any Obligor or Material
      Subsidiary. No Event of Default will occur under this Clause 23.8
    if:

	 	 
	23.8.1 	
      the affected assets are not
      subject to any Transaction Security and the aggregate value of those
      assets is less than R10,000,000 (or its equivalent in another currency or
      currencies); or

	 	 
	23.8.2 	
      that expropriation, attachment,
      sequestration, implementation of any business rescue plan, distress or
      execution is being contested in good faith and with due diligence and is
      discharged or set aside within 14 days.

	 	 
	23.9 	
      Legal
proceedings

	 	 
	23.9.1 	
      Any Obligor or Material
      Subsidiary fails to discharge in full, within 5 Business Days of the due
      date, any amount payable pursuant to a final judgment or order made or
      given by any court or other authority of competent jurisdiction in any
      litigation, arbitration, administrative, governmental, regulatory or other
      investigations, proceedings or enquiry (including any such investigations,
      proceedings or enquiry by any competition authority, environmental
      authority, tax authority or sector specific regulatory
  authority).

	 	 
	23.9.2 	
      For the purposes of Clause
      23.9.1, a final judgment or order means a judgment or
  order:




	 	(a) 	
      which is not appealable or is appealable but in respect
      of which the period for the lodging of an appeal has lapsed and the
      relevant Obligor or Material Subsidiary (as applicable) has failed to
      institute appeal proceedings; and

	 	 	 
	 	(b) 	
      which is not capable of rescission or is capable of
      rescission but in respect of which the period for applying for rescission
      has lapsed and the relevant Obligor or Material Subsidiary (as applicable)
      has failed to apply for rescission or has applied for rescission of such
      judgment or order and the application for rescission has been
    denied.




	23.10 	
      Cessation of
    business

	 	 
		
      Any Obligor or Material
      Subsidiary ceases to carry on all or a substantial part of its business
      from that undertaken at the Signature Date.

	 	 
	23.11 	
      Finance
Documents

	 	 
	23.11.1 	
      It is or becomes unlawful for a
      party (other than a Finance Party) to a Finance Document to perform any of
      its obligations under the Finance Documents.

	 	 
	23.11.2 	
      Any obligation of a party (other
      than a Finance Party) to a Finance Document, under a Finance Document, for
      any reason, is not or ceases to be legal, valid, binding, enforceable or
      effective in accordance with its terms, or is alleged by a party to it
      (other than a Finance Party) to be ineffective in accordance with its
      terms, or becomes unlawful.

	 	 
	23.11.3 	
      Any Transaction Security created
      or expressed to be created or evidenced by a Security Document, or any subordination created under a Finance
Document, for any reason, is not or ceases to be legal, valid, binding,
enforceable or effective, or is alleged by a party to it (other than a Finance
Party) to be ineffective, fails or ceases to establish the ranking and the
priority of claims which it purports to create, or becomes unlawful. 



85 






	23.11.4 	
      A party (other than a Finance
      Party) to a Finance Document repudiates that Finance Document or evidences
      an intention to repudiate a Finance Document.

	 	 
	23.12 	
      Material adverse
    change



Any event or circumstance occurs
which, in the reasonable opinion of the Facility Agent (acting on the
instructions of all the Lenders), has or is reasonably likely to have a Material
Adverse Effect . 

	23.13 	
      Audit
  qualification

	 	 
		
      The Auditors of the Group qualify
      the audited annual consolidated financial statements of the Borrower or
      the audited annual financial statements of any other Obligor.

	 	 
	23.14 	
      Expropriation

	 	 
	23.14.1 	
      The authority or ability of any
      Obligor or Material Subsidiary to conduct its business is wholly or
      substantially curtailed by any seizure, expropriation, nationalisation,
      intervention, restriction or other action by or on behalf of any
      governmental, regulatory or other authority or other person.

	 	 
	23.14.2 	
      By the authority of any
      governmental, regulatory or other authority or other
  person:




	 	(a) 	
      the management of any Obligor or Material Subsidiary is
      wholly or substantially replaced; or

	 	 	 
	 	(b) 	
      all or a majority of the shares of any Obligor or
      Material Subsidiary or the whole or any part of its assets or revenues is
      seized, expropriated or compulsorily acquired.




	23.15 	
      Acceleration

	 	 
	23.15.1 	
      If an Event of Default is
      continuing, the Facility Agent may, by notice to the Borrower and without
      prejudice to any other rights or remedies which a Finance Party may have
      under any Finance Document or at law:




	 	(a) 	
      cancel all or any part of the Total Commitments
      (whereupon they shall immediately be cancelled);

	 	 	 
	 	(b) 	
      declare that all or part of the Utilisations, together
      with accrued interest, and all other Senior Facility Outstandings under a
      Senior Facility:




	 	(i) 	
      are immediately due and payable (whereupon they shall
      become immediately due and payable); and/or

	 	 	 
	 	(ii) 	
      are payable on demand (whereupon they shall immediately
      become payable on demand by the Facility Agent);
and/or



86 






	 	(c) 	claim immediate payment of all or part of any
      Utilisations and other Senior Facility Outstandings (whereupon they shall
      be immediately payable); and/or

	 	 	 
	 	(d) 	exercise or inform the Finance Partiers that they may
      exercise any or all of their rights, remedies, powers or discretions under
      the Security Documents.



87 




SECTION 8 
CHANGES TO PARTIES

	24. 	
      CHANGES TO THE LENDERS

	 	 
	24.1 	
      Cessions and delegations by
      the Lenders

	 	 
	24.1.1 	
      Subject to this Clause 24, a
      Lender (the Existing Lender) may cede and/or delegate (a
      Transfer) any or all of its rights and/or obligations under this
      Agreement, any Senior Facility Agreement to which it is a party and/or
      under any other Finance Document to another bank or financial institution
      or to a trust, fund or other entity which is regularly engaged in or
      established for the purpose of making, purchasing or investing in loans,
      securities or other financial assets (a New Lender).

	 	 
	24.1.2 	
      Each Obligor consents to any
      splitting of claims which may arise as a result of a Transfer implemented
      under this Agreement.

	 	 
	24.2 	
      Conditions of
    Transfer

	 	 
	24.2.1 	
      The consent of the Borrower is
      not required for a Transfer by an Existing Lender
if:




	 	(a) 	
      the New Lender is another Lender or an Affiliate of a
      Lender;

	 	 	 
	 	(b) 	
      the New Lender is a person identified in Schedule 8
      (Acceptable Lenders); or

	 	 	 
	 	(c) 	
      an Event of Default is
continuing.



Except as detailed above, the express
consent of the Borrower is required for a Transfer to a prospective New Lender.
Where the consent of the Borrower to a Transfer is required that consent must
not be unreasonably withheld or delayed. 

	24.2.2 	
      The Borrower will be deemed to
      have given its consent 10 Business Days after the Existing Lender has
      requested it, unless consent is expressly refused by the Borrower within
      that time.

	 	 
	24.2.3 	
      A Transfer will only be
      effective if the procedure set out in Clause 24.4 is complied
  with.

	 	 
	24.2.4 	
      Each New Lender, by executing
      the relevant Transfer Certificate confirms, for the avoidance of doubt,
      that the Facility Agent has authority to execute on its behalf any
      amendment or waiver that has been approved by or on behalf of the
      requisite Lender or Lenders in accordance with this Agreement on or prior
      to the date on which the Transfer becomes effective in accordance with
      this Agreement and that it is bound by that decision to the same extent as
      the Existing Lender would have been had it remained a Lender.

	 	 
	24.3 	
      Limitation of responsibility
      of Existing Lenders

	 	 
	24.3.1 	
      Unless expressly agreed to the
      contrary, an Existing Lender makes no representation or warranty and
      assumes no responsibility to a New Lender for:




	 	(a) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of the Finance Documents or any other documents;

	 	 	 
	 	(b) 	
      the financial condition of any Obligor;

	 	 	 
	 	(c) 	
      the performance and observance by any Obligor of its
      obligations under the Finance Documents or any other documents;
  or



88 





	 	(d) 	
      the accuracy of any statements (whether written or oral)
      made in or in connection with any Finance Document or any other
      document,



and any representations or warranties
implied by law are excluded. 

	24.3.2 	
      Each New Lender confirms to the
      Existing Lender and the other Finance Parties that
it:




	 	(a) 	
      has made (and shall continue to make) its own independent
      investigation and assessment of the financial condition and affairs of
      each Obligor and its related entities in connection with its participation
      in this Agreement and has not relied exclusively on any information
      provided to it by the Existing Lender in connection with any Finance
      Document; and

	 	 	 
	 	(b) 	
      will continue to make its own independent appraisal of
      the creditworthiness of each Obligor and its related entities whilst any
      amount is or may be outstanding under the Finance Documents or any
      Commitment is in force.




	24.3.3 	
      Nothing in any Finance Document
      obliges an Existing Lender to:




	 	(a) 	
      accept a re-Transfer from a New Lender of any of the
      rights and obligations Transferred under this Clause 24; or

	 	 	 
	 	(b) 	
      support any losses directly or indirectly incurred by the
      New Lender by reason of the non-performance by any Obligor of its
      obligations under the Finance Documents or
otherwise.




	24.4 	
      Procedure for
    transfer

	 	 
	24.4.1 	
      Subject to the conditions set
      out in Clause 24.2 a Transfer is effected in accordance with Clause 24.4.3
      when the Facility Agent executes an otherwise duly completed Transfer
      Certificate delivered to it by the Existing Lender and the New Lender. The
      Facility Agent shall, subject to Clause 24.4.2, as soon as reasonably
      practicable after receipt by it of a duly completed Transfer Certificate
      appearing on its face to comply with the terms of this Agreement and
      delivered in accordance with the terms of this Agreement, execute that
      Transfer Certificate.

	 	 
	24.4.2 	
      The Facility Agent shall only be
      obliged to execute a Transfer Certificate delivered to it by the Existing
      Lender and the New Lender once it is satisfied it has complied with all
      necessary know your customer or other similar checks under all applicable
      laws and regulations that apply to it (if any) in relation to the transfer
      to such New Lender.

	 	 
	24.4.3 	
      On the Transfer
  Date:




	 	(a) 	
      the Transfer shall take effect under the Finance
      Documents so that the rights and/or obligations which are the subject of
      the Transfer shall be ceded and delegated by the Existing Lender to the
      New Lender (being the Transferred Rights and
Obligations);

	 	 	 
	 	(b) 	
      each of the Obligors shall perform their obligations and
      exercise their rights in relation to the Transferred Rights and
      Obligations in favour of or against the New Lender, as the case may
    be;

	 	 	 
	 	(c) 	
      the Facility Agent, the Arranger, the New Lender and
      other Lenders shall acquire the same rights and assume the same
      obligations between themselves as they would have acquired and assumed had
      the New Lender been an Original Senior Lender with the rights and/or
      obligations comprising the Transferred Rights and
  Obligations;



89 





	 	(d) 	
      the Existing Lender shall be released from further
      obligations to each other Lender under the Finance Documents to the extent
      of the Transferred Rights and Obligations; and

	 	 	 
	 	(e) 	
      the New Lender shall become a Party as a
      Lender.




	24.5 	
      Costs resulting from a change
      of Lender 

	 	
       

	  	
      If: 

	 	 
	24.5.1 	
      a Lender Transfers any of its
      rights or obligations under the Finance Documents; and 

	 	 
	24.5.2 	
      as a result of circumstances
      existing at the date the Transfer occurs, an Obligor would be obliged to
      make a Tax Payment (as defined in Clause 13 (Tax Gross-up and Indemnities)
      or pay any Increased Cost (as defined in Clause 14 (Changes in Costs)),
      then, unless the Transfer is made by a Lender in order to mitigate any
      circumstances giving rise to the Tax Payment, Increased Cost or a right to
      be prepaid and/or cancelled by reason of illegality, the Obligor need only
      pay that Tax Payment or Increased Cost to the same extent that it would
      have been obliged to if the Transfer had not occurred. 

	 	 
	24.6 	
      Copy of Transfer Certificate
      to Borrower 

	 	 
		
      The Facility Agent shall send to
      the Borrower a copy of each Transfer Certificate executed by it in
      accordance with Clause 24.4.1 as soon as reasonably practicable after it
      has executed any such Transfer Certificate. 

	 	 
	25.  	
      CHANGES TO THE OBLIGORS

	 	 
	25.1 	
      Transfers by the Obligors
      

	 	 
		
      No Obligor may cede any of its
      rights or delegate any of its obligations under the Finance Documents.
    

	 	 
	25.2 	
      Additional Guarantors
    

	 	 
	25.2.1 	
      If the Borrower:
  




	 	(a) 	
      requests that a member of the Group becomes an Additional
      Guarantor; or

	 	 	 
	 	(b) 	
      is required under this Agreement to ensure that any
      member of the Group becomes an Additional
Guarantor,



it must give not less than 10 Business
Days' prior notice to the Facility Agent. 

	25.2.2 	
      The Borrower must ensure that
      any member of the Group which is required to become a Guarantor under this
      Agreement supplies to the Facility Agent all the documents and evidence
      set out in Part II of Schedule 2 (Conditions Precedent), in form and
      substance satisfactory to it.

	 	 
	25.2.3 	
      The relevant member of the Group
      will become an Additional Guarantor on the date of the Accession Letter
      executed by it.

	 	 
	25.2.4 	
      The Borrower must comply with
      Clause 25.2.1 within 14 days of any member of the Group becoming a
      Material Subsidiary.



90 





	25.3 	
      Repetition of
      Representations

	 	 
		
      Delivery of an Accession Letter
      constitutes confirmation by the relevant Subsidiary that the Repeating
      Representations are true and correct in relation to it as at the date of
      delivery as if made by reference to the facts and circumstances then
      existing.

	 	 
	25.4 	
      Resignation of a
      Guarantor

	 	 
	25.4.1 	
      The Borrower may request that a
      Guarantor (other than the Borrower) ceases to be a Guarantor by delivering
      to the Facility Agent a Resignation Letter.

	 	 
	25.4.2 	
      The Facility Agent shall accept
      a Resignation Letter and notify the Borrower and the Lenders of its
      acceptance if:




	 	(a) 	
      no Default is continuing or would result from the
      acceptance of the Resignation Letter (and the Borrower has confirmed this
      is the case); and

	 	 	 
	 	(b) 	
      all the Lenders have consented to the Borrower's
      request.



91 




SECTION 9 
THE FINANCE PARTIES

	26. 	
      THE ADMINISTRATIVE PARTIES

	 	 
	26.1 	
      Role of the
  Arranger

	 	 
		
      Except as specifically provided
      in the Finance Documents, the Arranger has no obligations of any kind to
      any other Party under or in connection with any Finance
Document.

	 	 
	26.2 	
      Facility Agent

	 	 
	26.2.1 	
      Under the Intercreditor Agreement
      each Lender has appointed the Facility Agent to act as its facility agent
      under and in connection with the Finance Documents including, in respect
      of the Senior Facilities, the disbursement of Loans, the receipt of
      amounts payable to the Lenders under the Finance Documents, any amendments
      of, or waivers or consents under, the applicable Finance Documents, the
      receipt of documents and information required to be delivered to the
      Lenders under the Finance Documents, the receipt of notices from the
      Borrower to the Finance Parties (or any of them) under the Finance
      Documents, and the giving of notices to the Borrower by the Finance
      Parties (or any of them) under the Finance Documents (together, the
      Agency Matters).

	 	 
	26.2.2 	
      A reference to the Facility
      Agent in any Finance Document, is a reference to the Facility Agent acting
      in its capacity as such.

	 	 
	26.2.3 	
      The
Obligors:




	 	(a) 	
      may assume that the Facility Agent is duly authorised to
      represent the other Finance Parties in all Agency Matters and that all
      actions taken by the Facility Agent in connection with an Agency Matter
      are duly authorised;

	 	 	 
	 	(b) 	
      are not entitled nor obliged directly to deal with, or
      act on the instructions of, a Finance Party other than the Facility Agent,
      unless expressly otherwise provided in a Finance
  Document.




	26.2.4 	
      A reference in a Finance
      Document to any action undertaken or required to be undertaken by the
      Facility Agent in relation to an Agency Matter (including the exercise of
      any discretion under the Finance Documents) is a reference to the Facility
      Agent acting as the duly authorised agent of the Finance
Parties.

	 	 
	26.2.5 	
      An Obligor shall have no claim
      against the Facility Agent for the recovery of any losses or damages which
      it may suffer as a result of anything which the Facility Agent does, or
      omits to do, in good faith in performing its functions as the Facility
      Agent under the Finance Documents.

	 	 
	27. 	
      SHARING AMONG THE FINANCE PARTIES

	 	 
	27.1 	
      Payments to Finance
      Parties

	 	 
	27.1.1 	
      If a Finance Party (a
      Recovering Finance Party) receives or recovers any amount from an
      Obligor other than in accordance with Clause 30 (Payment Mechanics) (a
      Recovered Amount) and applies that amount to a payment due under
      the Finance Documents then:




	 	(a) 	
      the Recovering Finance Party shall, within 3 Business
      Days, notify details of the receipt or recovery, to the Facility
    Agent;



92 





	 	(b) 	
      the Facility Agent shall determine whether the receipt or
      recovery is in excess of the amount the Recovering Finance Party would
      have been paid had the receipt or recovery been received or made by the
      Facility Agent and distributed in accordance with Clause 30 (Payment
      Mechanics), without taking account of any Tax which would be imposed on
      the Facility Agent in relation to the receipt, recovery or distribution;
      and

	 	 	 
	 	(c) 	
      the Recovering Finance Party shall, within 3 Business
      Days of demand by the Facility Agent, pay to the Facility Agent an amount
      (the Sharing Payment) equal to such receipt or recovery less any
      amount which the Facility Agent determines may be retained by the
      Recovering Finance Party as its share of any payment to be
  made.




	27.2 	
      Redistribution of payments
      

	  	
       

		
      The Facility Agent shall treat
      the Sharing Payment as if it had been paid by the relevant Obligor and
      distribute it between the Finance Parties (other than the Recovering
      Finance Party) (the Sharing Finance Parties) in accordance with the
      Intercreditor Agreement towards the obligations of that Obligor to the
      Sharing Finance Parties. 

	  	
       

	27.3 	
      Recovering Finance Party's
      rights 

	  	
       

	27.3.1 	
      On a distribution by the Facility
      Agent under Clause 27.2 of a payment received by a Recovering Finance
      Party from that Obligor, as between the relevant Obligor and the
      Recovering Finance Party, an amount of the Recovered Amount equal to the
      Sharing Payment will be treated as not having been paid by that Obligor.
      

	  	
       

	27.3.2 	
      If and to the extent that the
      Recovering Finance Party is not able to rely on its rights under Clause
      27.3.1 (that is, an amount equal to the Sharing Payment is treated as
      having been paid by the relevant Obligor), the Obligors shall be liable to
      the Recovering Finance Party for a debt equal to the Sharing Payment which
      is immediately due and payable. 

	  	
       

	27.4 	
      Reversal of redistribution
      

	  	
       

		
      If any part of the Sharing
      Payment received or recovered by a Recovering Finance Party becomes
      repayable and is repaid by that Recovering Finance Party, then: 

	  	
       

	27.4.1 	
      each Sharing Finance Party
      shall, upon request of the Facility Agent, pay to the Facility Agent for
      the account of that Recovering Finance Party an amount equal to the
      appropriate part of its share of the Sharing Payment (together with an
      amount as is necessary to reimburse that Recovering Finance Party for its
      proportion of any interest on the Sharing Payment which that Recovering
      Finance Party is required to pay) (the Redistributed Amount); and
  

	  	
       

	27.4.2 	
      as between the relevant Obligor
      and each relevant Sharing Finance Party, an amount equal to the relevant
      Redistributed Amount will be treated as not having been paid by that
      Obligor. 

	  	
       

	27.5 	
      Exceptions 

	  	
       

	27.5.1 	
      This Clause 27 shall not apply
      to the extent that the Recovering Finance Party would not, after making
      any payment pursuant to this Clause, have a valid and enforceable claim
      against the Obligors. 

	  	
       

	27.5.2 	
      A Recovering Finance Party is
      not obliged to share with any other Finance Party any amount which the
      Recovering Finance Party has received or recovered as a result of taking
      legal or arbitration proceedings, if: 



93 





	 	(a) 	
      it notified that other Finance Party of the legal or
      arbitration proceedings; and

	 	 	 
	 	(b) 	
      that other Finance Party had an opportunity to
      participate in those legal or arbitration proceedings but did not do so as
      soon as reasonably practicable having received notice and did not take
      separate legal or arbitration proceedings.




	28. 	
      CONDUCT OF BUSINESS BY THE FINANCE PARTIES
  

	 	 
	  	
      No provision of this Agreement will: 

	 	 
	28.1 	
      interfere with the right of any
      Finance Party to arrange its affairs (tax or otherwise) in whatever manner
      it thinks fit; 

	 	 
	28.2 	
      oblige any Finance Party to
      investigate or claim any credit, relief, remission or repayment available
      to it or the extent, order and manner of any claim; or 

	 	 
	28.3 	
      oblige any Finance Party to
      disclose any information relating to its affairs (tax or otherwise) or any
      computations in respect of Tax. 

	 	 
	29. 	
      FINANCE PARTY RIGHTS 

	 	 
		
      Clauses 26 (The Administrative Parties) to Clause 27
      (Sharing Among the Finance Parties) are for the benefit of the Finance
      Parties only. The Obligors do not have any rights or benefits under those
      Clauses. 



94 




SECTION 10 
ADMINISTRATION

	30. 	
      PAYMENT MECHANICS

	 	 
	30.1 	
      Payments to the Facility
      Agent

	 	 
	30.1.1 	
      On each date on which an Obligor
      or a Lender is required to make a payment under a Finance Document, that
      Obligor or Lender shall make the same available to the Facility Agent
      (unless a contrary indication appears in a Finance Document) in Rand for
      value by no later than 12h00 (Johannesburg time) on the due date and in
      such funds specified by the Facility Agent.

	 	 
	30.1.2 	
      All such payments shall be made
      to such account in South Africa with such bank as the Facility Agent may
      specify by notice to the Borrower. Until otherwise notified by the
      Facility Agent from time to time, its bank account details for these
      purposes are as follows:




	 	Bank: 	First National Bank 
	 	Branch: 	RMB Corporate Banking 
	 	Branch Number: 	XXX 
	 	Account Number: 	XXX 
	 	Account Name: 	XXX 
	 	Reference: 	XXX 



	30.2 	
      Distributions to an
      Obligor 

	  	
       

		
      The Facility Agent may (with the
      consent of the Obligor or in accordance with Clause 31 (Set-off)) apply
      any amount received by it for that Obligor in or towards payment (on the
      date and in the currency and funds of receipt) of any amount due from that
      Obligor under the Finance Documents. 

	  	
       

	30.3 	
      Clawback 

	  	
       

	30.3.1 	
      Where a sum is to be paid to the
      Facility Agent under the Finance Documents for another Party, the Facility
      Agent is not obliged to pay that sum to that other Party (or to enter into
      or perform any related exchange contract) until it has been able to
      establish to its satisfaction that it has actually received that sum.
    

	  	
       

	30.3.2 	
      If the Facility Agent pays an
      amount to another Party and it proves to be the case that the Facility
      Agent had not actually received that amount, then the Party to whom that
      amount (or the proceeds of any related exchange contract) was paid by the
      Facility Agent shall on demand refund the same to the Facility Agent
      together with interest on that amount from the date of payment to the date
      of receipt by the Facility Agent, calculated by the Facility Agent to
      reflect its cost of funds. 

	  	
       

	30.4 	
      No set-off by Obligors
    

	  	
       

		
      All payments to be made by an
      Obligor under the Finance Documents shall be calculated and be made
      without (and free and clear of any deduction for) set-off or counterclaim.
      

	  	
       

	30.5 	
      Partial payments


	  	
       

	30.5.1 	
      Subject to Clause 7.11
      (Application of partial prepayments) in respect of the application of
      partial payments as between the Senior Facility Lenders, if the Facility
      Agent receives a payment that is insufficient to discharge all the amounts
      then due and payable by an Obligor under the Finance Documents, the
Facility Agent shall apply that payment towards the obligations of that Obligor
under the Finance Documents in the following order: 



95 






	 	(a) 	
      first, in or towards payment pro rata of
      any unpaid fees, costs and expenses of the Facility Agent under the
      Finance Documents;

	 	 	 
	 	(b) 	
      second, in or towards payment pro rata of
      any accrued interest, fees, Break Costs or commission due but unpaid under
      the Finance Documents;

	 	 	 
	 	(c) 	
      third, in or towards payment pro rata of
      any principal due but unpaid under the Finance Documents;

	 	 	 
	 	(d) 	
      fourth, in or towards payment pro rata of
      any other sum due but unpaid under the Finance
Documents.




	30.5.2 	
      This Clause 30.5 will override
      any appropriation made by an Obligor other than in accordance with Clause
      7.11.1 (Application of partial prepayments). 

	  	
       

	30.6 	
      Business Days 

	  	
       

	30.6.1 	
      If a payment under the Finance
      Documents is due on a day which is not a Business Day, the due date for
      that payment will instead be the next Business Day in the same calendar
      month (if there is one) or the preceding Business Day (if there is not).
      

	  	
       

	30.6.2 	
      During any extension of the due
      date for payment of any principal or Unpaid Sum under a Senior Facility
      Agreement interest is payable on the principal or Unpaid Sum at the rate
      payable on the original due date, subject to any provisions in a Senior
      Facility Agreement relating to the accrual and payment of default
      interest. 

	  	
       

	30.7 	
      Currency of account
  

	  	
       

	30.7.1 	
      Subject to the provisions of
      this Clause below, Rand is the currency of account and payment for any sum
      due from an Obligor under any Finance Document. 

	  	
       

	30.7.2 	
      Each payment in respect of
      costs, expenses or Taxes shall be made in the currency in which the costs,
      expenses or Taxes are incurred. 

	  	
       

	30.7.3 	
      Any amount expressed to be
      payable in a currency other than Rand shall be paid in that other
      currency. 

	  	
       

	30.8 	
      Disruption to Payment Systems
      etc. 

	  	
       

		
      If either the Facility Agent
      determines (in its discretion) that a Disruption Event has occurred or the
      Facility Agent is notified by the Borrower that a Disruption Event has
      occurred: 

	  	
       

	30.8.1 	
      the Facility Agent may, and
      shall if requested to do so by the Borrower, consult with the Borrower
      with a view to agreeing with the Borrower such changes to the operation or
      administration of the Facilities as the Facility Agent may deem necessary
      in the circumstances; 

	  	
       

	30.8.2 	
      the Facility Agent shall not be
      obliged to consult with the Borrower in relation to any changes mentioned
      Clause 30.8.1 if, in its opinion, it is not practicable to do so in the
      circumstances and, in any event, shall have no obligation to agree to such
      changes; 

	  	
       

	30.8.3 	
      the Facility Agent shall consult
      with the Finance Parties in relation to any changes mentioned in Clause
      30.8.1 but shall not be obliged to do so if, in its opinion, it is not
      practicable to do so in the circumstances; 



96 





	30.8.4 	
      any such changes agreed upon by
      the Facility Agent and the Borrower shall (whether or not it is finally
      determined that a Disruption Event has occurred) be binding upon the
      Parties as an amendment to (or, as the case may be, waiver of) the terms
      of the Finance Documents notwithstanding the provisions of Clause 34
      (Amendments and Waivers); 

	  	
       

	30.8.5 	
      the Facility Agent shall not be
      liable for any damages, costs or losses whatsoever arising as a result of
      its taking, or failing to take, any actions pursuant to or in connection
      with this Clause 30.8; and 

	  	
       

	30.8.6 	
      the Facility Agent shall notify
      the Finance Parties of all changes agreed pursuant to Clause 30.8.4.
    

	  	
       

	31. 	
      SET-OFF 

	  	
       

	 	
      A Finance Party may set off any matured obligation due
      from an Obligor under the Finance Documents (to the extent beneficially
      owned by that Finance Party) against any matured obligation owed by that
      Finance Party to that Obligor, regardless of the place of payment, booking
      branch or currency of either obligation. If the obligations are in
      different currencies, the Finance Party may convert either obligation at a
      market rate of exchange in its usual course of business for the purpose of
      the set-off.

	  	
       

	32. 	
      CALCULATIONS AND CERTIFICATES 

	  	
       

	32.1 	
      Accounts 

	  	
       

		
      In any litigation or arbitration
      proceedings arising out of or in connection with a Finance Document, the
      entries made in the accounts maintained by a Finance Party are prima facie
      evidence of the matters to which they relate. 

	  	
       

	32.2 	
      Certificates and
      Determinations 

	  	
       

		
      Any certification or
      determination by a Finance Party of a rate or amount under any Finance
      Document is, in the absence of manifest error, prima facie evidence of the
      matters to which it relates. 

	  	
       

	32.3 	
      Day count convention
    

	  	
       

		
      Any interest, commission or fee
      accruing under a Finance Document will accrue from day to day and is
      calculated on the basis of the actual number of days elapsed and a year of
      365 days (irrespective of whether the year in question is a leap year).
      

	  	
       

	33. 	
      NOTICES 

	  	
       

	33.1 	
      Communications in writing
      

	  	
       

	33.1.1 	
      Any communication to be made
      under or in connection with the Finance Documents shall be made in writing
      and, unless otherwise stated, may be made by fax or letter. 

	  	
       

	33.1.2 	
      Communications in connection
      with a Finance Document (other than a Utilisation Request, a Compliance
      Certificate, a Transfer Certificate, an Accession Letter, a Resignation
      Letter, a notice of Default or any consent, waiver or agreement requested
      under a Finance Document) may also be given by email or any other form of
      electronic communication previously approved in writing by the Facility
      Agent. 

	  	
       

	33.2 	
      Addresses 

	  	
       

	  	
      The address and fax number (and
      the department or officer, if any, for whose attention the
  communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection with
the Finance Documents is: 



97 






	33.2.1 	
      in the case of the
    Borrower:




	 	Address: 	6th Floor, President Place 
	 	  	Corner of Jan Smuts Avenue and Bolton Road
  
	 	  	Rosebank 
	 	  	2196 
	 	Email address: 	hermank@net1.com 
	 	Fax number: 	+27 (11) 880 7080 
	 	For the attention of: 	Herman Kotze 



	33.2.2 	
      in the case of each other
      Obligor, the address and other details specified for the Borrower in
      Clause 33.2.1;

	 	 
	33.2.3 	
      in the case of the Facility
      Agent (in its capacity as such):




	 	Address: 	1 Merchant Place 
	 	  	14th Floor 
	 	  	Cnr Fredman Drive and Rivonia Road 
	 	  	Sandton, 2196 
	 	  	  
	 	Email address: 	Ravana.chetty@rmb.co.za 
	 	  	Thabo.lukhaimane@rmb.co.za 
	 	 	Ziyaad.manie@rmb.co.za  
	 	  	  
	 	Fax number: 	+27 (11) 282 4043 
	 	  	  
	 	For the attention of: 	Head of Transaction Management - Investment
      Banking 
	 	  	Division 



	33.2.4 	
      in the case of each Original
      Senior Lender (in its capacity as such), the address and other details
      specified opposite its name in Part II of Schedule 1 (The Original
      Parties);

	 	 
	33.2.5 	
      in the case of any other Lender
      or Obligor, those details notified in writing to the Facility Agent on or
      before the date on which it becomes a Party,

	 	 
		
      or any substitute address or fax
      number or department or officer as the Party may notify to the Facility
      Agent (or the Facility Agent may notify to the other Parties, if a change
      is made by the Facility Agent) by not less than five Business Days'
      notice.

	 	 
	33.3 	
      Domicilia

	 	 
	33.3.1 	
      Each Party chooses its physical
      address provided under or pursuant to Clause 33.2 as its domicilium
      citandi et executandi at which documents in legal proceedings in
      connection with a Finance Document may be served.

	 	 
	33.3.2 	
      Any Party may by written notice
      to the other Parties change its domicilium from time to time to
      another address, not being a post office box or a poste restante,
      in South Africa, provided that any such change shall only be effective on
      the fourteenth day after deemed receipt of the notice by the other Parties
      under Clause 33.4.



98 





	33.4 	
      Delivery

	 	 
	33.4.1 	
      Any communication or document
      made or delivered by one person to another under or in connection with the
      Finance Documents will:




	 	(a) 	
      if by way of fax, be deemed to have been received on the
      first Business Day following the date of transmission provided that the
      fax is received in legible form;

	 	 	 
	 	(b) 	
      if delivered by hand, be deemed to have been received at
      the time of delivery; and

	 	 	 
	 	(c) 	
      if by way of courier service, be deemed to have been
      received on the seventh Business Day following the date of such
      sending,



and provided, if a particular
department or officer is specified as part of its address details under Clause
33.2, if such communication or document is addressed to that department or
officer. 

	33.4.2 	
      Any communication or document to
      be made or delivered to the Facility Agent will be effective only when
      actually received by the Facility Agent and then only if it is expressly
      marked for the attention of the department or officer identified with the
      Facility Agent's signature below (or any substitute department or officer
      as the Facility Agent shall specify for this purpose).

	 	 
	33.5 	
      Obligors

	 	 
	33.5.1 	
      All communications under the
      Finance Documents to or from an Obligor must be sent through the Facility
      Agent.

	 	 
	33.5.2 	
      All communications under the
      Finance Documents to or from an Obligor (other than the Borrower) must be
      sent through the Borrower.

	 	 
	33.5.3 	
      Each Obligor (other than the
      Borrower) irrevocably appoints the Borrower to act as its agent in
      relation to the Finance Documents and irrevocably
  authorises:




	 	(a) 	
      the Borrower on its behalf to supply all information
      concerning itself contemplated by this Agreement to the Finance Parties
      and to give all notices, information and instructions (including, in the
      case of the Borrower, Utilisation Requests), to execute on its behalf all
      documents under or in connection with the Finance Documents (including any
      Accession Letter), to make such agreements and to effect the relevant
      amendments, supplements and variations capable of being given, made or
      effected by any Obligor notwithstanding that they may affect the Obligor,
      without further reference to or the consent of that Obligor; and

	 	 	 
	 	(b) 	
      each Finance Party to give any notice, demand or other
      communication to that Obligor pursuant to the Finance Documents to the
      Borrower,



and in each case the Obligor shall be
bound as though the Obligor itself had given the notices, information and
instructions or executed or made the agreements or effected the amendments,
supplements or variations, or received the relevant notice, demand or other
communication. 

	33.5.4 	
      Every act, omission, agreement,
      undertaking, settlement, waiver, amendment, supplement, variation, notice
      or other communication given or made by the Borrower or given to the
      Borrower under any Finance Document on behalf of another Obligor or in
      connection with any Finance Document (whether or not known to any
    other Obligor and whether occurring before or after such other
Obligor became an Obligor under any Finance Document) shall be binding for all
purposes on that Obligor as if that Obligor had expressly made, given or
concurred with it. In the event of any conflict between any notices or other
communications of the Borrower and any other Obligor, those of the Borrower
shall prevail. 



99 






	33.5.5 	
      Any communication given to the
      Borrower in connection with a Finance Document will be deemed to have been
      given also to the other Obligors. 

	  	
       

	33.5.6 	
      A Finance Party may assume that
      any communication made by the Borrower on behalf of an Obligor is made
      with the knowledge and consent of that Obligor. 

	  	
       

	33.6 	
      Notification of address and
      fax number 

	  	
       

		
      Upon receipt of notification of
      an address or fax number or change of address or fax number pursuant to
      Clause 33.2, or changing its own address or fax number, the Facility Agent
      shall notify the other Parties as soon as reasonably practicable.
  

	  	
       

	33.7 	
      Electronic communication
      

	  	
       

	33.7.1 	
      Any communication to be made
      between the Facility Agent and a Lender under or in connection with the
      Finance Documents may be made by electronic mail or other electronic
      means, if the Facility Agent and the relevant Lender:





	 	(a) 	
      agree that, unless and until notified to the contrary,
      this is to be an accepted form of communication;

	 	 	 
	 	(b) 	
      notify each other in writing of their electronic mail
      address and/or any other information required to enable the sending and
      receipt of information by that means; and

	 	 	 
	 	(c) 	
      notify each other of any change to their address or any
      other such information supplied by them.




	33.7.2 	
      Any electronic communication
      made between the Facility Agent and a Lender will be effective only when
      actually received in readable form and in the case of any electronic
      communication made by a Lender to the Facility Agent only if it is
      addressed in such a manner as the Facility Agent shall specify for this
      purpose. 

	  	
       

	33.8 	
      English language


	  	
       

		
      Any notice or other document
      given under or in connection with any Finance Document must be in English.
      

	  	
       

	34. 	
      AMENDMENTS AND WAIVERS 

	  	
       

	34.1 	
      A term of the Finance Documents
      may be amended or waived only with the consent of the Facility Agent
      (acting on the instructions of the applicable Finance Parties under the
      Intercreditor Agreement) and the Obligors. 

	  	
       

	34.2 	
      The Facility Agent may effect and
      execute, on behalf of any Finance Party, any amendment or waiver permitted
      by this Clause. 

	  	
       

	34.3 	
      No amendment or waiver
      contemplated by this Clause 34 shall be of any force or effect unless in
      writing and signed by or on behalf of the relevant Parties. 

	  	
       

	34.4 	
      An amendment of any provision of
      Clauses 26 (The Administrative Parties) may be effected without the
      consent of or notice to any Obligor, provided that such amendment does not
      place any additional obligation or liability on any Obligor.
  



100 





	35. 	
      CONFIDENTIALITY

	 	 
	35.1 	
      Confidential
      Information

	 	 
		
      Each Finance Party agrees to keep
      all Confidential Information confidential and not to disclose it to
      anyone, save to the extent permitted by Clause 35.2, and to ensure that
      all Confidential Information is protected with security measures and a
      degree of care that would apply to its own confidential
  information.

	 	 
	35.2 	
      Disclosure of Confidential
      Information

	 	 
		
      Any Finance Party may
      disclose:

	 	 
	35.2.1 	
      to any of its Affiliates and
      Related Funds and any of its or their officers, directors, employees,
      professional advisers, auditors, partners and Representatives such
      Confidential Information as that Finance Party shall consider appropriate
      if any person to whom the Confidential Information is to be given pursuant
      to this Clause 35.2.1 is informed in writing of its confidential nature
      and that some or all of such Confidential Information may be
      price-sensitive information except that there shall be no such requirement
      to so inform if the recipient is subject to professional obligations to
      maintain the confidentiality of the information or is otherwise bound by
      requirements of confidentiality in relation to the Confidential
      Information;

	 	 
	35.2.2 	
      to any other
  person:




	 	(a) 	
      to (or through) whom it Transfers (or may potentially
      Transfer) all or any of its rights and obligations under this Agreement
      and to any of that person's Affiliates, Related Funds, Representatives and
      professional advisers;

	 	 	 
	 	(b) 	
      with (or through) whom it enters into (or may potentially
      enter into), whether directly or indirectly, any sub-participation or
      other credit participation in relation to, or any other transaction under
      which payments are to be made or may be made by reference to, one or more
      Finance Documents and/or one or more Obligors and to any of that person's
      Affiliates, Related Funds, Representatives and professional
    advisers;

	 	 	 
	 	(c) 	
      appointed by any Finance Party or by a person to whom
      paragraphs (a) or (b) above applies to receive communications, notices,
      information or documents delivered pursuant to the Finance Documents on
      its behalf;

	 	 	 
	 	(d) 	
      who invests in or otherwise finances (or may potentially
      invest in or otherwise finance), directly or indirectly, any transaction
      referred to in paragraphs (a) or (b) above;

	 	 	 
	 	(e) 	
      to whom information is required or requested to be
      disclosed by any court of competent jurisdiction or any governmental,
      banking, taxation or other regulatory authority or similar body, the rules
      of any relevant stock exchange or pursuant to any applicable law or
      regulation;

	 	 	 
	 	(f) 	
      to whom information is required to be disclosed in
      connection with, and for the purposes of, any litigation, arbitration,
      administrative or other investigations, proceedings or disputes;

	 	 	 
	 	(g) 	
      who is a Party; or

	 	 	 
	 	(h) 	
      with the express prior consent of the
Borrower,appropriate if:



in each case, such Confidential
Information as that Finance Party shall consider 

101 






	 	(i) 	
      in relation to paragraphs (a), (b) and (c) above, the
      person to whom the Confidential Information is to be given has entered
      into a Confidentiality Undertaking except that there shall be no
      requirement for a Confidentiality Undertaking if the recipient is a
      professional adviser and is subject to professional obligations to
      maintain the confidentiality of the Confidential Information;

	 	 	 
	 	(ii) 	
      in relation to paragraph (d) above, the person to whom
      the Confidential Information is to be given has entered into a
      Confidentiality Undertaking or is otherwise bound by requirements of
      confidentiality in relation to the Confidential Information they receive
      and is informed that some or all of such Confidential Information may be
      price-sensitive information; and

	 	 	 
	 	(iii) 	
      in relation to paragraphs (e), (f) and (g) above, the
      person to whom the Confidential Information is to be given is informed of
      its confidential nature and that some or all of such Confidential
      Information may be price- sensitive information except that there shall be
      no requirement to so inform if, in the opinion of that Finance Party, it
      is not practicable so to do in the circumstances;
and




	35.2.3 	
      to any rating agency (including
      its professional advisers) such Confidential Information as may be
      required to be disclosed to enable such rating agency to carry out its
      normal rating activities in relation to the Finance Documents and/or the
      Obligors. 

	  	
       

	35.3 	
      Entire agreement


	  	
       

		
      This Clause 35 constitutes the
      entire agreement between the Parties in relation to the obligations of the
      Finance Parties under the Finance Documents regarding Confidential
      Information and supersedes any previous agreement, whether express or
      implied, regarding Confidential Information. 

	  	
       

	35.4 	
      Inside information
  

	  	
       

		
      Each of the Finance Parties
      acknowledges that some or all of the Confidential Information is or may be
      price-sensitive information and that the use of such information may be
      regulated or prohibited by applicable legislation including securities law
      relating to insider dealing and market abuse and each of the Finance
      Parties undertakes not to use any Confidential Information for any
      unlawful purpose. 

	  	
       

	35.5 	
      Notification of disclosure
      

	  	
       

		
      Each of the Finance Parties
      agrees (to the extent permitted by law and regulation) to inform the
      Borrower: 

	  	
       

	35.5.1 	
      of the circumstances of any
      disclosure of Confidential Information made pursuant to Clause 35.2.2(d)
      above except where such disclosure is made to any of the persons referred
      to in that Clause during the ordinary course of its supervisory or
      regulatory function; and 

	  	
       

	35.5.2 	
      upon becoming aware that
      Confidential Information has been disclosed in breach of this Clause 35.
      

	  	
       

	35.6 	
      Continuing obligations
    

	  	
       

	  	
      The obligations in this Clause 35
      are continuing and, in particular, shall survive and remain
  binding on each Finance Party for a period of twelve months
from the earlier of: 



102 






	35.6.1 	
      the date on which all amounts
      payable by the Obligors under or in connection with the Finance Documents
      have been paid in full and all Commitments have been cancelled or
      otherwise cease to be available; and 

	  	
       

	35.6.2 	
      the date on which such Finance
      Party otherwise ceases to be a Finance Party. 

	  	
       

	36.  	
      GENERAL PROVISIONS

	  	
       

	36.1 	
      Sole agreement 

	  	
       

		
      The Finance Documents constitute
      the sole record of the agreement between the Parties in regard to the
      subject matter thereof. 

	  	
       

	36.2 	
      No implied terms


	  	
       

		
      No Party shall be bound by any
      express or implied term, representation, warranty, promise or the like,
      not recorded in a Finance Document. 

	  	
       

	36.3 	
      Rights and remedies
  

	  	
       

		
      No failure to exercise, nor any
      delay in exercising, on the part of any Finance Party, any right or remedy
      under the Finance Documents shall operate as a waiver, nor shall any
      single or partial exercise of any right or remedy prevent any further or
      other exercise or the exercise of any other right or remedy. The rights
      and remedies of each Finance Party under the Finance Documents: 

	  	
       

	36.3.1 	
      are cumulative and not exclusive
      of its rights under the general law 

	  	
       

	36.3.2 	
      may be exercised as often as the
      Finance Party requires; 

	  	
       

	36.3.3 	
      may be waived only in writing
      and specifically. 

	  	
       

	  	
      Delay in the exercise or
      non-exercise of any right is not a waiver of that right. 

	  	
       

	36.4 	
      Extensions and waivers
    

	  	
       

		
      No latitude, extension of time or
      other indulgence which may be given or allowed by any Party to any other
      Party in respect of the performance of any obligation or enforcement of
      any right under a Finance Document, and no single or partial exercise of
      any right by any Party, shall be construed to be an implied consent by
      such Party or operate as a waiver or a novation of, or otherwise affect
      any of that Party’s rights under or in connection with a Finance Document
      or estop such Party from enforcing, at any time and without notice, strict
      and punctual compliance with each and every provision or term of a Finance
      Document. 

	  	
       

	36.5 	
      Partial invalidity
  

	  	
       

		
      If, at any time, any provision of
      a Finance Document is or becomes illegal, invalid, unenforceable or
      inoperable in any respect under any law of any jurisdiction, neither the
      legality, validity, enforceability or operation of the remaining
      provisions nor the legality, validity, enforceability or operation of such
      provision under the law of any other jurisdiction will in any way be
      affected or impaired. The term inoperable in this Clause 36.5 shall
      include, without limitation, inoperable by way of suspension or
      cancellation. 

	  	
       

	36.6 	
      Renunciation of benefits
      

	  	
       

	  	
      Each Obligor renounces, to the
      extent permitted under applicable law, the benefits of each
  of the legal exceptions of excussion, division, revision of
accounts, no value received, errore calculi, non causa debiti, non numeratae pecuniae and cession of actions, and declares that it
understands the meaning of each such legal exception and the effect of such
renunciation. 



103 






	36.7 	
      Further
  assurances

	 	 
		
      Each Obligor must perform, or
      procure the performance, of all further things, and execute and deliver
      (or procure the execution and delivery) of all further documents, as may
      be required by any applicable law or regulation or as may be necessary or
      desirable to implement or give effect to this Agreement and the other
      Finance Documents and the transactions contemplated therein.

	 	 
	36.8 	
      Independent
  advice

	 	 
		
      Each Obligor acknowledges that it
      has been free to secure independent legal and other advice as to the
      nature and effect of all of the provisions of the Finance Documents and
      that it has either taken such independent legal and other advice or
      dispensed with the necessity of doing so. Further, each Obligor
      acknowledges that all of the provisions of each Finance Document and the
      restrictions therein contained are part of the overall intention of the
      Parties in connection with the Finance Documents.

	 	 
	36.9 	
      Counterparts

	 	 
		
      Each Finance Document may be
      executed in any number of counterparts, and this has the same effect as if
      the signatures on the counterparts were on a single copy of the Finance
      Document.



104 




SECTION 11 
GOVERNING LAW AND ENFORCEMENT


	37. 	
      GOVERNING LAW 

	  	
       

		
      This Agreement and any non-contractual obligations
      arising out of or in connection with it are governed by South African law.
      

	  	
       

	38. 	
      JURISDICTION 

	  	
       

	38.1 	
      The Parties hereby irrevocably
      and unconditionally consent to the non-exclusive jurisdiction of the High
      Court of South Africa (Gauteng Local Division, Johannesburg) (or any
      successor to that division) in regard to all matters arising from the
      Finance Documents (including a dispute relating to the existence, validity
      or termination of a Finance Document or any non-contractual obligation
      arising out of or in connection with a Finance Document) (a
      dispute). 

	  	
       

	38.2 	
      The Parties agree that the courts
      of South Africa are the most appropriate and convenient courts to settle
      disputes. The Parties agree not to argue to the contrary and waive
      objection to this court on the grounds of inconvenient forum or otherwise
      in relation to proceedings in connection with any Finance Document.
  

	  	
       

	38.3 	
      This Clause 38 is for the benefit
      of the Finance Parties only. As a result, no Finance Party shall be
      prevented from taking proceedings relating to a dispute in any other court
      with jurisdiction. To the extent allowed by law, a Finance Party may take
      concurrent proceedings in any number of jurisdictions. 

	  	
       

	39. 	
      WAIVER OF JURY TRIAL 

	  	
       

		
      EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE
      TO A JURY TRIAL IN RESPECT OF ANY LITIGATION IN ANY UNITED STATES
      FEDERAL OR STATE COURT DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
      OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
      FINANCE DOCUMENTS OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO
      THE SUBJECT MATTER OF THIS LOAN
      TRANSACTION OR THE LENDER/BORROWER/GUARANTOR
      RELATIONSHIP. Each party hereto hereby acknowledges that this waiver
      is a material inducement to enter into a business relationship, it has
      relied on this waiver in entering into this Agreement, and it will
      continue to rely on this waiver in related future dealings. Each party
      hereto hereby further warrants and represents that it has reviewed this
      waiver with its legal counsel and it knowingly and voluntarily waives its
      jury trial rights following consultation with legal counsel. THIS
      WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED OTHER THAN BY A
      WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS CLAUSE 39 AND
      EXECUTED BY EACH OF THE PARTIES HERETO. In the event of
      litigation, this Agreement may be filed as a written consent to a trial by
      the court. 

	  	
       

	40. 	
      WAIVER OF IMMUNITY 

	  	
       

	  	
      Each Obligor irrevocably and unconditionally: 

	  	
       

	40.1 	
      agrees not to claim any immunity
      from suit, execution, attachment or other legal process brought by a
      Finance Party against it in relation to a Finance Document, and to ensure
      that no such claim is made on its behalf; 

	  	
       

	40.2 	
      consents generally to the giving
      of any relief or the issue of any process in connection with those
      proceedings; and 




105 





	40.3 	
      waives any right it may have to
      claim for itself or any of its assets immunity from suit, execution,
      attachment or other legal process.



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

106 




SCHEDULE 1 

THE ORIGINAL PARTIES 

Part I 
The Original Obligors


	
	Name of
      Borrower 	Jurisdiction of 
Incorporation 	Registration number 
(or equivalent, if any)
  

	1. 	Net1 Applied Technologies South Africa
      Proprietary Limited 	South Africa 	2002/031446/07 








	
	Name of Original
      Guarantor	Jurisdiction of
      
Incorporation 	Registration
    number 
(or equivalent, if any) 
	1. 	Net1 UEPS Technologies, Inc. 	State of Florida, United States 	N/A 
	2. 	Net1 Applied Technologies South Africa
      Proprietary Limited 	South Africa 	2002/031446/07 
	3. 	Cash Paymaster Services Proprietary Limited 	South Africa 	1971/007195/07 
	4. 	EasyPay Proprietary Limited 	South Africa 	1983/008597/07 
	5. 	Manje Mobile Electronic Payment Services
      Proprietary Limited 	South Africa 	2008/004377/07 
	6. 	Moneyline Financial Services Proprietary
      Limited 	South Africa 	1998/020799/07 
	7. 	Net1 FIHRST Holdings Proprietary Limited 	South Africa 	2009/022023/07 
	8. 	Net1 Finance Holdings Proprietary Limited 	South Africa 	1998/020801/07 
	9. 	Net1 Mobile Solutions Proprietary Limited 	South Africa 	2006/009851/07 
	10. 	Net1 Universal Electronic Technological
      Solutions Proprietary Limited 	South Africa 	2009/001034/07 
	11. 	Prism Holdings Proprietary Limited 	South Africa 	1998/018949/07 
	12. 	Prism Payment Technologies Proprietary Limited
    	South Africa 	1990/005062/07 
	13. 	RMT Systems Proprietary Limited 	South Africa 	2001/028826/07 



107 




Part II 
The Original
Senior Lenders


	

	
Original
      Senior Lender 
[Column 2] 	Address for
      Purposes of Clause 33 
(Notices) 
[Column 3] 	Senior Facility
      A 
Commitment 
[Column 4] 	Senior Facility
      B 
Commitment 
[Column 5] 	Senior Facility
    D 
Commitment 
[Column 6] 


	1 	FirstRand Bank Limited (acting through its Rand
      Merchant Bank division) 	1 Merchant Place, 14th Floor 
Cnr Fredman Drive
      and Rivonia Road 
Sandton, 2196 
Fax: +27 11 282 4056 
Email:
      Ravana.chetty@rmb.co.za, 
Thabo.lukhaimane@rmb.co.za,
      
Ziyaad.manie@rmb.co.za 
Att: Head of Transaction Management:
      
Investment Banking 	R600,000,000 	R400,000,000 	R210,000,000 
		Nedbank Limited (acting through its Corporate and
      Investment Banking division) 	Leveraged Finance 
3rd Floor, Block F 
135
      Rivonia Campus 
135 Rivonia Road 
Sandton, 2196 
Email:
      levfin@nedbank.co.za 
Att: Deal Manager 	R150,000,000 	R100,000,000 	Nil 
	 	  	  	R750,000,000 	R500,000,000 	R210,000,000 



108 




SCHEDULE 2 

CONDITIONS PRECEDENT 

Part I 
Conditions Precedent to initial
Utilisation

	1. 	
      ORIGINAL OBLIGORS 

	  	
       

	1.1 	
      A copy of the constitutional
      documents of each Original Obligor. 

	  	
       

	1.2 	
      A copy of a resolution of the
      board of directors of each Original Obligor and other members of the Group
      which are party to a Finance Document: 

	  	
       

	1.2.1 	
      approving the terms of, and the
      transactions contemplated by, the Finance Documents to which it is a party
      and resolving that it execute the Finance Documents to which it is a
      party; 

	  	
       

	1.2.2 	
      authorising it, for all purposes
      required under sections 45 and/or 46 of the Companies Act (as applicable),
      to provide the "financial assistance" and to make any
      "distribution" that may arise as a result of its entry into the
      Finance Documents to which it is a party; 

	  	
       

	1.2.3 	
      authorising a specified person
      or persons to execute the Finance Documents to which it is a party on its
      behalf; and 

	  	
       

	1.2.4 	
      authorising a specified person
      or persons, on its behalf, to sign and/or despatch all documents and
      notices to be signed and/or despatched by it under or in connection with
      the Finance Documents to which it is a party. 

	  	
       

	1.3 	
      A copy of a special resolution
      duly passed by the holders of the issued shares of each Original Guarantor
      authorising it, for all purposes required under section 45 of the
      Companies Act, to provide the "financial assistance" that may arise
      as a result of its entry into the Finance Documents to which it is a
      party. 

	  	
       

	1.4 	
      A specimen of the signature of
      each person authorised by the resolution referred to in paragraph 1.2.
    

	  	
       

	1.5 	
      A certificate of the Borrower and
      each other Original Obligor (signed by a director or other authorised
      signatory): 

	  	
       

	1.5.1 	
      confirming that borrowing or
      guaranteeing, as appropriate, the Total Commitments would not cause any
      borrowing, guaranteeing or similar limit binding on it to be exceeded.
    

	  	
       

	1.5.2 	
      certifying that each copy
      document relating to it specified in this Part I of Schedule 2 is correct,
      complete and in full force and effect as at a date no earlier than the
      Closing Date. 

	  	
       

	1.6 	
      A certificate of the Borrower
      (signed by a director or other authorised signatory) confirming as at the
      Closing Date that: 

	  	
       

	1.6.1 	
      no Default or Event of Default
      has occurred or is continuing or will result from the execution of the
      Finance Documents; 



109 





	1.6.2 	
      the representations and
      warranties set out in Clause 19 (Representations) are true and correct in
      all respects; 

	  	
       

	1.6.3 	
      that no event or series of
      events or circumstances has occurred or arisen which, in the Borrower’s
      opinion, is likely to have a Material Adverse Effect; 

	  	
       

	1.6.4 	
      that no investigation,
      litigation, arbitration or administrative proceedings of or before any
      court, arbitral body, competent competition authority or other regulatory
      authority or government agency which, if adversely determined, will have
      or is reasonably likely to have a Material Adverse Effect have, to the
      best of its knowledge and belief, been started or threatened against it or
      any member of the Group. 

	  	
       

	1.7 	
      If such Original Obligor is a US
      Guarantor, a certificate as to the existence and good standing (including
      verification of tax status, if generally available) of such US Guarantor
      from the appropriate governmental authorities in such US Guarantor’s
      jurisdiction of organisation, in form and substance satisfactory to the
      Facility Agent and its counsel. 

	  	
       

	1.8 	
      If such Original Obligor is a US
      Guarantor, a solvency certificate signed by the chief financial officer or
      chief accounting officer of such Obligor in form and substance
      satisfactory to the Facility Agent and its counsel. 

	  	
       

	2. 	
      Legal opinions 

	  	
       

	2.1 	
      A legal opinion of Webber
      Wentzel, legal advisers to the Finance Parties, addressed to the Facility
      Agent for and on behalf of the Finance Parties, substantially in the form
      distributed to the Original Senior Lenders prior to signing this Agreement
      in respect of the legality, validity and enforceability of the Finance
      Documents. 

	  	
       

	2.2 	
      A legal opinion of Cliffe Dekker
      Hofmeyr, legal advisers to the Obligors in South Africa, addressed to the
      Facility Agent for and on behalf of the Finance Parties, substantially in
      the form distributed to the Original Senior Lenders prior to signing this
      Agreement, in respect of the capacity, powers and authority of those
      members of the Group incorporated in South Africa which are party to the
      Finance Documents, to enter into and perform their obligations under the
      Finance Documents and the due execution of those documents. 

	  	
       

	2.3 	
      A legal opinion of DLA Piper,
      legal advisers to the Finance Parties in the US, addressed to the Facility
      Agent for and on behalf of the Finance Parties, substantially in the form
      distributed to the Original Senior Lenders prior to signing this
      Agreement, in respect of the capacity, powers and authority of those
      members of the Group incorporated in the US which are party to the Finance
      Documents, to enter into and perform their obligations under the Finance
      Documents and the due execution of those documents. 

	  	
       

	2.4 	
      A legal opinion of Bowman
      Gilfillan, legal advisers to Cell C, addressed to the Facility Agent for
      and on behalf of the Finance Parties, substantially in the form
      distributed to the Original Senior Lenders prior to signing this
      Agreement, in respect of the validity of the allotment and issue of the
      Cell C Shares to the Borrower. 

	  	
       

	3. 	
      Finance Documents 

	  	
       

	3.1 	
      An original of each of the
      following Finance Documents duly entered into by each Party to it:
  

	  	
       

	3.1.1 	
      this Agreement; 

	  	
       

	3.1.2 	
      the Senior Facility A Agreement;
      

	  	
       

	3.1.3 	
      the Senior Facility B Agreement;
      



110 





	3.1.4 	
      the Senior Facility C Agreement;
      

	 	
       

	3.1.5 	
      the Subordination Agreement;
    

	 	
       

	3.1.6 	
      the Master Implementation and
      Funds Flow Agreement; 

	 	
       

	3.1.7 	
      the Security Cession &
      Pledge; 

	 	
       

	3.1.8 	
      the Fee Letters; and 

	 	
       

	3.1.9 	
      any other executed Finance
      Documents. 

	 	
       

	3.2 	
      The following documents of title
      in relation to the shares and other securities that are subject to
      Transaction Security: 

	 	 
	3.2.1 	
      the original share certificates
      (or applicable certificates of title in respect of other securities);
    

	 	 
	3.2.2 	
      an original securities transfer
      form duly executed by the Borrower (undated and left blank as to the
      transferee); 

	 	 
	3.2.3 	
      a resolution by the directors of
      each company the shares of which are subject to Transaction Security,
      acknowledging the pledge and agreeing to give effect to any transfer of
      shares that may occur as a result; 

	 	 
	3.2.4 	
      a duly executed waiver of
      pre-emptive or similar rights by the shareholders of DNI, and all other
      documents of title required to be provided under any Security Documents.
      

	 	 
	3.3 	
      A copy of all notices required to
      be sent, acknowledgements required to be delivered and other documents
      required to be executed under the Security Documents, duly executed by the
      persons party thereto. 

	 	 
	4. 	
      Subscription Agreement 

	 	 
	  	
      A copy of the Subscription Agreement. 

	 	 
	5. 	
      Credit Approval 

	 	 
		
      The approval of the credit committee of each Original
      Lender of the grant of the Facilities to the Borrower under the Finance
      Documents. 

	 	 
	6. 	
      Regulatory authorisations 

	 	 
		
      All regulatory approvals required for the implementation
      of the transactions contemplated by the Finance Documents (including to
      the extent that any such approval is required to establish any Security
      under the Security Documents). 

	 	 
	7. 	
      Know Your Customer Requirements 

	 	 
		
      Such documentation and other evidence as is reasonably
      requested by the Facility Agent (for itself or on behalf of any other
      Finance Party) to carry out and be satisfied that it has complied with all
      necessary know your customer or similar identification procedures under
      applicable laws and regulations (including the Financial Intelligence
      Centre Act, 2001) pursuant to the transactions contemplated in the Finance
      Documents. 



111 





	8. 	
      Financial information 

	  	
       

	  	
      A copy of the Original Financial Statements. 

	  	
       

	9. 	
      Other documents and evidence 

	  	
       

	9.1 	
      A copy of the Group Structure
      Chart. 

	  	
       

	9.2 	
      A certificate from an authorised
      signatory of the Borrower confirming that: 

	  	
       

	9.2.1 	
      no term of any Transaction
      Document (as defined in the Master Implementation and Funds Flow
      Agreement) to which it is a party has been waived or amended without the
      written agreement of the Facility Agent; 

	  	
       

	9.2.2 	
      where the Borrower is party to a
      Transaction Document (as defined in the Master Implementation and Funds
      Flow Agreement), that document is unconditional, and where any suspensive
      condition thereto has been waived, such waiver is in compliance with
      paragraph 9.2.1 and where the Borrower is not a party to a Transaction
      Document (as defined in the Master Implementation and Funds Flow
      Agreement), the CP Satisfaction Letter (as defined in the Master
      Implementation and Funds Flow Agreement) relating to that document has
      been delivered as contemplated in clause 2.1 of the Master Implementation
      and Funds Flow Agreement; and 

	  	
       

	9.2.3 	
      neither Holdco nor any other
      Obligor is entitled to terminate any Transaction Document (as defined in
      the Master Implementation and Funds Flow Agreement) to which it is a party
      or to refuse to complete the Transaction (as defined in the Master
      Implementation and Funds Flow Agreement). 

	  	
       

	9.3 	
      Evidence that an amount of not
      less than R1,250,000,000 is standing to the credit of the Net1 Funds Flow
      Account (as defined in the Master Implementation and Funds Flow
      Agreement). 

	  	
       

	9.4 	
      Evidence that the Borrower has
      acquired the DNI Shares. 

	  	
       

	9.5 	
      A copy of any other authorisation
      or other document, opinion or assurance which the Facility Agent considers
      to be necessary (if it has notified the Borrower accordingly) in
      connection with the entry into and performance of the transactions
      contemplated by any Finance Document or for the validity and
      enforceability of any Finance Document. 



112 




Part II 

Conditions Precedent Required to be 

Delivered by an Additional Guarantor 

	10. 	
      An Accession Letter, duly executed by the Additional
      Guarantor and the Borrower. 

	  	
       

	11. 	
      A copy of the constitutional documents of the Additional
      Guarantor. 

	  	
       

	12. 	
      A copy of a resolution of the board of directors of the
      Additional Guarantor: 

	  	
       

	12.1 	
      approving the terms of, and the
      transactions contemplated by, the Accession Letter and the Finance
      Documents and resolving that it execute the Accession Letter; 

	  	
       

	12.2 	
      in the case of an Additional
      Guarantor, authorising it, for all purposes required under sections 45 and
      46 of the Companies Act, to provide the "financial assistance" and
      to make any "distribution" that may arise as a result of its entry
      into the Finance Documents to which it is a party (or, in the case of any
      Additional Guarantor incorporated in a jurisdiction other than South
      Africa, any equivalent authorisations required under the laws of such
      jurisdiction); 

	  	
       

	12.3 	
      authorising a specified person or
      persons to execute the Accession Letter on its behalf; and 

	  	
       

	12.4 	
      authorising a specified person or
      persons, on its behalf, to sign and/or despatch all other documents and
      notices to be signed and/or despatched by it under or in connection with
      the Finance Documents. 

	  	
       

	13. 	
      A copy of a special resolution duly passed by the holders
      of the issued shares of an Additional Guarantor authorising it, for all
      purposes required under section 45 of the Companies Act, to provide the
      "financial assistance" that may arise as a result of its entry into
      the Finance Documents to which it is a party (or in the case of any
      Additional Guarantor incorporated in a jurisdiction other than South
      Africa, any equivalent authorisations required under the laws of such
      jurisdiction). 

	  	
       

	14. 	
      To the extent required with reference to the
      constitutional documents of an Additional Guarantor, a copy of a
      resolution duly passed by the holders of the issued shares of that
      Additional Guarantor, approving the terms of, and the transactions
      contemplated by, the Finance Documents to which that Additional Guarantor
      is a party. 

	  	
       

	15. 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph 12. 

	  	
       

	16. 	
      A certificate of the Additional Guarantor (signed by a
      director) confirming that borrowing and/or guaranteeing, as appropriate,
      the Total Commitments would not cause any borrowing, guaranteeing or
      similar limit binding on it to be exceeded. 

	  	
       

	17. 	
      A certificate of an authorised signatory of the
      Additional Guarantor certifying that each copy document listed in this
      Part II of Schedule 2 is correct, complete and in full force and effect as
      at a date no earlier than the date of the Accession Letter. 

	  	
       

	18. 	
      If such Additional Guarantor is a US Guarantor, a
      certificate as to the existence and good standing (including verification
      of tax status, if generally available) of such US Guarantor from the
      appropriate governmental authorities in such US Guarantor’s jurisdiction
      of organisation, in form and substance satisfactory to the Facility Agent
      and its counsel. 

	  	
       

	19. 	
      If such Additional Guarantor is a US Guarantor, a
      solvency certificate signed by the chief financial officer or chief
      accounting officer of such Obligor in form and substance satisfactory to
  the Facility Agent and its counsel. 



113 






	20. 	
      If available, the latest audited financial statements of
      the Additional Guarantor.

	 	 
	21. 	
      All necessary regulatory approvals to the satisfaction of
      the Facility Agent required for the accession of the Additional
      Guarantor.

	 	 
	22. 	
      A legal opinion of Webber Wentzel, legal advisers to the
      Finance Parties and the Facility Agent in South Africa.

	 	 
	23. 	
      A legal opinion of [•], legal advisers to the
      Obligors in South Africa.

	 	 
	24. 	
      In relation to any Additional Guarantor incorporated in a
      jurisdiction other than South Africa, a legal opinion from legal counsel
      in that jurisdiction acceptable to the Facility Agreement.

	 	 
	25. 	
      If the Additional Guarantor is incorporated in a
      jurisdiction other than South Africa, a legal opinion of the legal
      advisers to the Finance Parties in the jurisdiction in which the
      Additional Guarantor is incorporated.

	 	 
	26. 	
      A copy of any other authorisation or other document,
      opinion or assurance which the Facility Agent considers to be necessary or
      desirable in connection with the entry into and performance of the
      transactions contemplated by the Accession Letter or for the validity and
      enforceability of any Finance Document.



114 




SCHEDULE 3 

FORM OF TRANSFER CERTIFICATE 

	To: 	[Facility Agent], as Facility Agent
  
	  	[•] 
	  	[•] 
	  	  
	From: 	[The Existing Lender] (the Existing
      Lender) and [the New Lender] (the New Lender)
  


[•] , 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2017 
(the
Agreement) 


	1. 	
      We refer to the Agreement. This is a Transfer
      Certificate. Terms defined in the Agreement have the same meaning in this
      Transfer Certificate unless given a different meaning in this Transfer
      Certificate. 

	  	
       

	2. 	
      We refer to Clause 24.4 (Procedure for transfer).
  

	  	
       

	3. 	
      The Existing Lender and the New Lender agree to the
      Existing Lender transferring to the New Lender by cession and delegation
      all or part of the Existing Lender's Commitment, rights and obligations
      referred to in the Schedule in accordance with Clause 24.4 (Procedure for
      transfer). 

	  	
       

	4. 	
      The proposed Transfer Date is [•] . 

	  	
       

	5. 	
      The address of the New Lender, fax number and attention
      details for notices of the New Lender for the purposes of Clause 33.2
      (Addresses) are set out in the Schedule. 

	  	
       

	6. 	
      On and with effect from the Transfer Date the New Lender:
      

	  	
       

	6.1 	
      becomes party to the Agreement as
      a [Senior Facility A Lender]/[Senior Facility B Lender]/[Senior Facility C
      Lender]/[Senior Facility D Lender]; 

	  	
       

	6.2 	
      becomes party to the
      Intercreditor Agreement; 

	  	
       

	6.3 	
      undertakes to perform all the
      obligations expressed in the Agreement, the Intercreditor Agreement and
      other applicable Finance Documents to be assumed by a Lender; and
  

	  	
       

	6.4 	
      agrees that it shall be bound by
      all the provisions of the Agreement, the Intercreditor Agreement and other
      applicable Finance Documents as if it had been an original party to those
      Finance Documents as a Lender. 

	  	
       

	7. 	
      The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in Clause 24.3 (Limitation of
      responsibility of Existing Lenders). 

	  	
       

	8. 	
      This Transfer Certificate may be executed in any number
      of counterparts and this has the same effect as if the signatures on the
      counterparts were on a single copy of this Transfer Certificate.


	  	
       

	9. 	
      This Transfer Certificate and any non-contractual
      obligations arising out of or in connection with it are governed by South
      African law. 



115 





	10. 	
      This Transfer Certificate has been entered into on the
      date stated at the beginning of this Transfer
  Certificate.



[EXISTING LENDER] 

By: 

[NEW LENDER] 

By: 

[FACILITY AGENT] 

By: 

As Facility Agent and for and on behalf of each of the parties
to the Agreement (other than the Existing Lender and the New Lender) [and each
of the parties to the Intercreditor Agreement (other than the Existing Lender
and the New Lender)]. 

Note: The execution of this Transfer Certificate may not
transfer a proportionate share of the Existing Lender's interest in security in
all cases. It is the responsibility of the New Lender to ascertain whether any
other documents or other formalities are required to perfect a transfer of such
a share in the Existing Lender's security and, if so, to arrange for execution
of those documents and completion of those formalities. 

116 




THE SCHEDULE 

Commitment/rights and obligations to be transferred 

[insert relevant details, including applicable Commitment (or
part) and participation in Loans] 

Part 1 

Commitments 


	Senior Facility A
      
Commitment 	Senior Facility
      B 
Commitment 	Senior Facility
      C 
Commitment 	Senior Facility
    D 
Commitment 

	[•] 	[•] 	[•] 	[•] 



Part 2 

Participations In Loans 


	Senior Facility A
      
Loans 	Senior Facility B
      
Loans 	Senior Facility C
      
Loans 	Senior Facility D
    
Loans 

	[•] 	[•] 	[•] 	[•] 



Part 3 

Administrative Details of the New Lender 

[Insert details of address for notices and payment details,
etc] 

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

[Facility Agent] 

By: 

117 




SCHEDULE 4 

FORMS OF ACCESSION LETTER 

PART I : ADDITIONAL GUARANTORS 

	To: 	[Facility Agent], as Facility Agent
  
	  	[•] 
	  	[•] 
	  	  
	From: 	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA
      PROPRIETARY LIMITED 
	  	  
	And: 	[SUBSIDIARY] 


[•] , 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2017 
(the
Agreement) 


	1. 	
      We refer to: 

	 	
       

	1.1 	
      the Agreement; and 

	 	
       

	1.2 	
      the Security Cession & Pledge
      (as defined in the Agreement). 

	 	
       

	2. 	
      This is an Accession Letter. Terms defined in the
      Agreement have the same meaning in this 

	 	
       

	  	
      Accession Letter unless given a different meaning in this
      Accession Letter. 

	 	
       

	3. 	
      [Subsidiary] agrees, with effect from the date of
      this Accession Letter, to become an Additional Guarantor under the
      Agreement and to be bound by the terms of the Agreement as an Additional
      Guarantor pursuant to Clause 25.2 (Additional Guarantors) of the
      Agreement. 

	 	
       

	4. 	
      [Subsidiary] is a company duly incorporated under
      the laws of [name of relevant jurisdiction]. 

	 	
       

	5. 	
      [Subsidiary's] administrative details are as
      follows: 

	 	
       

	  	
      Address: [•] 

	 	
       

	  	
      Fax No: [•] 

	 	
       

	  	
      Attention: [•] 

	 	
       

	6. 	
      The Repeating Representations are correct on the date of
      this Accession Letter. 

	 	
       

	7. 	
      This Accession Letter is a Finance Document. 

	 	
       

	8. 	
      This Accession Letter may be executed in any number of
      counterparts. This has the same effect as if the signatures on the
      counterparts were on a single copy of this Accession Letter. 

	 	
       

	9. 	
      This Accession Letter and any non-contractual obligations
      arising out of or in connection with it are governed by South African law.
      



118 





	NET1 APPLIED TECHNOLOGIES SOUTH 	[SUBSIDIARY] 
	AFRICA PROPRIETARY LIMITED 	  
	  	  
	By: 	By: 


119 




Accepted by the Facility Agent: 

	For and on behalf of: 	 	For and on behalf of: 
	[Facility Agent] 	 	[Facility Agent] 
	Name: 	 	Name: 
	Office: 	 	Office: 
	Date: 	 	Date: 
	(who warrants his authority) 	 	(who warrants his authority)



120 




SCHEDULE 5 

FORM OF RESIGNATION LETTER 

	To: 	[FACILITY AGENT], as Facility Agent
  
	  	[•] 
	  	[•] 
	  	  
	From: 	[RESIGNING GUARANTOR] and NET1
      APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED
  


[•] , 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2017 
(the
Agreement) 


	1. 	
      We refer to the Agreement. This is a Resignation Letter.
      Terms defined in the Agreement have the same meaning in this Resignation
      Letter unless given a different meaning in this Resignation
  Letter.

	 	 
	2. 	
      Pursuant to clause 25.4 (Resignation of a Guarantor) of
      the Agreement, we request that [resigning Guarantor] be released
      from its obligations as a Guarantor under the Agreement.

	 	 
	3. 	
      We confirm that no Default is continuing or would result
      from the acceptance of this request.

	 	 
	4. 	
      This Resignation Letter and any non-contractual
      obligations arising out of or in connection with it are governed by South
      African law.

	 	 
	5. 	
      Yours faithfully,




	Signed: 		 	
	  	Director 	 	Director 
		Net1 Applied Technologies South Africa
      Proprietary Limited 		[Resigning Guarantor]



121 




Accepted by the Facility Agent: 

 

	For and on behalf of:
    	 	For and
      on behalf of: 
	[Facility Agent] 	 	[Facility Agent] 
	Name: 	 	Name: 
	Office: 	 	Office: 
	Date: 	 	Date: 
	(who warrants his authority) 	 	 (who warrants his authority)
  


122 




SCHEDULE 6 

FORM OF COMPLIANCE CERTIFICATE 

	To: 	[Facility Agent], as Facility Agent
  
	  	[•] 
	  	[•] 
	  	  
	From: 	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA
      PROPRIETARY LIMITED 


[•] , 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2017 
(the
Agreement) 


	1. 	
      We refer to the Agreement. This is a Compliance
      Certificate. Terms defined in the Agreement have the same meaning when
      used in this Compliance Certificate unless given a different meaning in
      this Compliance Certificate.

	 	 
	2. 	
      We confirm that as at [relevant testing date] the
      following financial ratios referred to in Clause 21 (Financial Covenants)
      were at the levels set out below:





	
	Financial
      Covenant Ratio 	As
      Calculated 	Covenant 
Level 	Compliance 
[Y / N] 

	1. 	Total Net Leverage Ratio 	[•] 	[•] 	[•] 




	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 the [financial statements]/[management
      accounts] which this compliance certificate accompanies fairly represents
      the financial condition of the Group as at the date as to which those
      [financial statements]/[management accounts] were drawn up.

	 	 
	6. 	
      [We confirm that no Default is continuing as at
      [relevant testing date].]*



Yours faithfully, 

____________________________

	* 	
      If this statement cannot be made, the certificate should
      identify any Default that is continuing and the steps, if any, being taken
      to remedy it.



2. Ex 10.84 Amendment & Restatement Agreement.DOC 

123 





	Signed: 		 	
	  	Director 	 	Director 
	  	Net1 Applied Technologies South Africa
    	 	Net1 Applied Technologies South Africa
    
	  	Proprietary Limited 	 	Proprietary Limited



124 




SCHEDULE 7 

FORM OF AUDITORS CERTIFICATION 

[TO BE PLACED ON AUDITOR’S LETTERHEAD] 

	To: 	[Facility Agent], as Facility Agent
  
	  	[•] 
	  	[•] 
	  	  
	From: 	[The Auditors of Net1 Applied Technologies
      South Africa Proprietary Limited] 


[•] , 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Compliance Certificate in relation to the Common Terms Agreement,
dated [•], 2017 
(the Agreement) 


	1. 	
      We refer to: 

	  	
       

	1.1 	
      the Agreement; and 

	  	
       

	1.2 	
      the Compliance Certificate (as
      defined in the Agreement) delivered by Net1 Applied Technologies South
      Africa Proprietary Limited to the Facility Agent on [•] , 201[•] (the
  [•] , 201[•] Certificate). 

	  	
       

	2. 	
      We have performed the procedures required by you in the
      review of the Compliance Certificate delivered by Net1 Applied
      Technologies South Africa Proprietary Limited to the Facility Agent on
      [•] , 201[•] . Our engagement was undertaken in accordance with the
      International Standard on Related Services applicable to agreed-upon
      procedures engagements. The procedures below were performed solely to
      report to you in terms of the Agreement. We have performed the following
  procedures: 

	  	
       

	2.1 	
      We have obtained the [financial
      statements]/[management accounts] for the relevant Measurement Period of
  the [•] , 201[•] Certificate 

	  	
       

	2.2 	
      We have extracted the accounting
      policies in relation to the [financial statements] / [management accounts]
      and scrutinised the [financial statements] / [management accounts] for any
      indications of deviations from the relevant accounting policies.


	  	
       

	2.3 	
      We obtained the detailed
      calculations in relation to the Financial Covenants (as defined in the
      Agreement) and compared these to what is set out in Clause 3 of the [•] ,
      201[•] Certificate, as well as agree with the results to those
      calculations set out in Clause 2 of the [•] , 201[•] Certificate.
  

	  	
       

	2.4 	
      We agree that the Group revenue
      amounts in Clause 7 of the [•] , 201[•] Certificate are consistent with
      the [financial statements]/[management accounts] and with the Agreement,
      as well as agree with the results of the calculations set out in Clause
  7.5 of the [•] , 201[•] Certificate. 

	  	
       

	2.5 	
      We agree that the amounts
      detailed in the above calculations are consistent with the [financial
      statements] / [management accounts]. 




      125 





	2.6 	
      We have checked the mathematical
      accuracy of all calculations set out in the [•], 201[•]
  Certificate.

	 	 
	2.7 	
      We have scrutinised the
      [financial statements]/[management accounts] for any amounts or
      transactions that should, in our opinion, be included in the above
      calculations but has not been.




	3. 	
      Because the above procedure does not constitute either an
      audit or a review made in accordance with statements of International
      Auditing Standards, we do not express any assurance thereon. Had we
      performed additional procedures or had we performed an audit or review of
      the financial statements in accordance with International Auditing
      Standards, other matters might have come to our attention that would have
      been reported to you. Our report is solely for the purpose set out in
      paragraphs 1 and 2 of the report and for your information, and is not to
      be used for any other purpose, nor to be distributed to any other parties.
      This report relates only to the matters specified above, and does not
      extend to any financial statements of the entity taken as a
  whole.

	 	 
	7. 	
      Yours faithfully,



..................................................

[The Auditors of Net1 Applied Technologies South Africa
Proprietary Limited] 

126 




Accepted by the Facility Agent: 

	 	 	 
	For and on behalf of: 	 	For and on behalf of: 
	[Facility Agent] 	 	[Facility Agent] 
	 	 	 
	Name: 	 	Name: 
	 	 	 
	Office: 	 	Office: 
	 	 	 
	Date: 	 	Date: 
	 	 	 
	          (who
      warrants his authority) 	 	          (who
      warrants his authority) 


127 




SCHEDULE 8 

ACCEPTABLE LENDERS 

	1. 	
      Local Banks



FirstRand Bank Limited 
Investec
Bank Limited 
Nedbank Limited 
The Standard Bank of South Africa Limited


	2. 	
      Foreign Banks



Bank of China Limited 
China
Construction Bank Corporation 
China Development Bank Limited 
HSBC Bank
PLC 
KfW IPEX-Bank GmbH 
Standard Chartered Bank Limited 
State Bank of
India 

	3. 	
      Financial Institutions



Absa Fund Managers Limited 
Allan
Gray Proprietary Limited 
Ashburton Fund Managers Proprietary Limited

Atlantic Asset Management 
Cadiz Asset Management Proprietary Limited

Coronation Fund Managers Limited 
Element Fund Management Proprietary
Limited 
Futuregrowth Limited 
Grindrod Asset Management Proprietary
Limited 
Investec Asset Management Proprietary Limited 
Liberty Group
Limited 
Marriott Asset Management Proprietary Limited 
MMI Holdings
Limited 
MMI Group Limited 
Momentum Asset Management Proprietary Limited

Old Mutual Investment Group (South Africa) Proprietary Limited 
Old
Mutual Life Assurance Company (South Africa) Limited 
Old Mutual Specialised
Finance Proprietary Limited 
Prescient Investment Management Proprietary
Limited 
Prowess Investment Management Managers Proprietary Limited

Prudential Portfolio Managers South Africa Proprietary Limited 
Public
Investment Corporation Limited 
Sanlam Capital Markets Proprietary Limited

Sanlam Life Insurance Limited 
Santam Limited 
Stanlib Limited

Taquanta Investment Holdings Proprietary Limited 

128 




 

	4. 	
      Affiliates

	 	 
		
      Any affiliates, Subsidiaries or Holding Companies of, or
      any bona fide and established trust or fund or other entity which
      is regularly engaged in or established for the purpose
of making, purchasing or investing in loans, securities or other
financial assets managed by any of the banks or financial institutions listed in
this schedule that are not hedge funds. 



 

129 




SCHEDULE 9 

FORM OF CONFIDENTIALITY UNDERTAKING 

	To: 	[Insert name of Potential
      Purchaser/Purchaser’s agent/broker] 
	  	[•] 
	  	[•] 


[•], 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2017 
(the
Agreement) 

We understand that you are considering
[acquiring]2 [arranging the acquisition of]3
an interest in the Facilities (the Acquisition). In consideration of us
agreeing to make available to you certain information, by your signature of a
copy of this letter you agree as follows: 

	27. 	
      CONFIDENTIALITY UNDERTAKING

	 	 
		
      You undertake (a) to keep the Confidential Information
      confidential and not to disclose it to anyone except as provided for by
      paragraph 2 and to ensure that the Confidential Information is protected
      with security measures and a degree of care that would apply to your own
      confidential information, (b) to use the Confidential Information only for
      the Permitted Purpose, (c) to use all reasonable endeavours to ensure that
      any person to whom you pass any Confidential Information (unless disclosed
      under paragraph [2.2 or] 2.3) acknowledges and complies with the
      provisions of this letter as if that person were also a party to it, and
      (d) not to make enquiries of any member of the Group or any of their
      officers, directors, employees or professional advisers relating directly
      or indirectly to the Acquisition.

	 	 
	28. 	
      PERMITTED DISCLOSURE

	 	 
		
      We agree that you may disclose Confidential
      Information:




	28.1 	
      to members of the Purchaser Group
      and their officers, directors, employees and professional advisers to the
      extent necessary for the Permitted Purpose and to any auditors of members
      of the Purchaser Group;

	 	 
	28.2 	
      [subject to the requirements
      of the Agreement, in accordance with the Permitted Purpose so long as any
      prospective purchaser has delivered a letter to you in equivalent form to
      this letter;]

	 	 
	28.3 	
      subject to the requirements of
      the Agreement, to any person to (or through) whom you assign or transfer
      (or may potentially assign or transfer) all or any of the rights,
      benefits and obligations which you may acquire under the Agreement or
with (or through) whom you enter into (or may potentially enter into) any
sub-participation in relation to, or any other transaction under which payments
are to be made by reference to, the Agreement or the Borrower or any member of
the Group so long as that person has delivered a letter to you in equivalent
form to this letter; and 




	___________________________ 
	2 	
      Delete if addressee is acting as broker or
  agent.

	3 	
      Delete if addressee is acting as
  principal.



130 





	28.4 	
      (i) where requested or required
      by any court of competent jurisdiction or any competent judicial,
      governmental, supervisory or regulatory body, (ii) where required by the
      rules of any stock exchange on which the shares or other securities of any
      member of the Purchaser Group are listed or (iii) where required by the
      laws or regulations of any country with jurisdiction over the affairs of
      any member of the Purchaser Group.




	29. 	
      NOTIFICATION OF REQUIRED OR UNAUTHORISED
      DISCLOSURE

	 	 
		
      You agree (to the extent permitted by law) to inform us
      of the full circumstances of any disclosure under paragraph 2.4 or upon
      becoming aware that Confidential Information has been disclosed in breach
      of this letter.

	 	 
	30. 	
      RETURN OF COPIES

	 	 
		
      If we so requested in writing, you shall return all
      Confidential Information supplied to you by us and destroy or permanently
      erase all copies of Confidential Information made by you and use all
      reasonable endeavours to ensure that anyone to whom you have supplied any
      Confidential Information destroys or permanently erases such Confidential
      Information and any copies made by them, in each case save to the extent
      that you or the recipients are required to retain any such Confidential
      Information by any applicable law, rule or regulation or by any competent
      judicial, governmental, supervisory or regulatory body or in accordance
      with internal policy, or where the Confidential Information has been
      disclosed under paragraph 2 above.

	 	 
	31. 	
      CONTINUING OBLIGATIONS

	 	 
		
      The obligations in this letter are continuing and, in
      particular, shall survive the termination of any discussions or
      negotiations between you and us. Notwithstanding the previous sentence,
      the obligations in this letter shall cease (a) if you become a party to or
      otherwise acquire (by assignment or sub-participation) an interest, direct
      or indirect, in the Agreement or (b) 12 (twelve) months after you have
      returned all Confidential Information supplied to you by us and destroyed
      or permanently erased all copies of Confidential Information made by you
      (other than any such Confidential Information or copies which have been
      disclosed under paragraph 2 above (other than sub-paragraph 2.4 above) or
      which, pursuant to paragraph 4 above, are not required to be returned or
      destroyed).

	 	 
	32. 	
      NO REPRESENTATION, CONSEQUENCES OF BREACH,
    ETC

	 	 
		
      You acknowledge and agree
that:




	32.1 	
      neither we [nor our
      principal]4 nor any member of the Group nor any of our or
      their respective officers, employees or advisers (each a Relevant
      Person) (i) make any representation or warranty, express or implied,
      as to, or assume any responsibility for the accuracy, reliability or
      completeness of any of the Confidential Information or any other
      information supplied by us or the assumptions on which it is based or (ii)
      shall be under any obligation to update or correct any inaccuracy in the
Confidential Information or any other information supplied by us or be otherwise
liable to you or any other person in respect to the Confidential Information or
any such information; and 




	___________________________ 
	4 	
      Delete if letter is sent out by the Seller rather than
      the Seller’s broker or agent.



131 





	32.2 	
      we [or our
      principal]5 or members of the Group may be irreparably
      harmed by the breach of the terms hereof and damages may not be an
      adequate remedy; each Relevant Person may be granted an injunction or
      specific performance for any threatened or actual breach of the provisions
      of this letter by you.




	33. 	
      SOLE AGREEMENT, NO IMPLIED TERMS, NO VARIATION,
      EXTENSIONS AND WAIVERS




	33.1 	
      This letter constitutes the sole
      record of the agreement between us and you (each, a Party, and
      collectively the Parties) in regard to the subject matter
      hereof.

	 	 
	33.2 	
      No Party shall be bound by any
      express or implied term, representation, warranty, promise or the like,
      not recorded in this letter.

	 	 
	33.3 	
      No addition to, variation or
      consensual cancellation of this letter and no extension of time, waiver or
      relaxation or suspension of any of the provisions or terms hereof shall be
      of any force or effect unless in writing and signed by or on behalf of all
      the Parties.

	 	 
	33.4 	
      No latitude, extension of time or
      other indulgence which may be given or allowed by any Party to any other
      Party in respect of the performance of any obligation hereunder or
      enforcement of any right arising from this letter and no single or partial
      exercise of any right by any Party shall under any circumstances be
      construed to be an implied consent by such Party or operate as a waiver or
      a novation of, or otherwise affect any of that Party’s rights in terms of
      or arising from this letter or estop such Party from enforcing, at any
      time and without notice, strict and punctual compliance with each and
      every provision or term hereof.




	34. 	
      INSIDE INFORMATION

	 	 
		
      You acknowledge that some or all of the Confidential
      Information is or may be price- sensitive information and that the use of
      such information may be regulated or prohibited by applicable legislation
      relating to insider dealing and you undertake not to use any Confidential
      Information for any unlawful purpose.

	 	 
	35. 	
      NATURE OF UNDERTAKINGS

	 	 
		
      The undertakings given by you under this letter are given
      to us and (without implying any fiduciary obligations on our part) are
      also given by the benefit of [our principal]6 the
      Borrower and each other member of the Group.

	 	 
	36. 	
      GOVERNING LAW AND JURISDICTION

	 	 
		
      This letter (including the agreement constituted by your
      acknowledgment of its terms) shall be governed by and construed in
      accordance with the laws of South Africa and the parties submit to the
      non-exclusive jurisdiction of the High Court of South Africa (Gauteng
      Local Division, Johannesburg) (or any successor to that Division) in
      regard to all matters arising from this
letter.




	___________________________ 
	5 	
      Delete if letter is sent out by the Seller rather than
      the Seller’s broker or agent.

	6 	
      Delete if letter is sent out by the Seller rather than
      the Seller’s broker or agent.



132 





	37. 	
      DEFINITIONS

	 	 
		
      In this letter, terms defined in the Agreement shall,
      unless the context otherwise requires, have the same meaning and the words
      and expressions set forth below shall bear the following meanings and
      cognate expressions shall bear corresponding meanings:

	 	 
		
      Borrower shall bear the meaning defined in the
      Agreement;

	 	 
		
      Confidential Information means any information
      relating to the Borrower, the Group, the Agreement and/or the Acquisition
      provided to you by us or any of our affiliates or advisers, in whatever
      form, and includes information given orally and any document, electronic
      file or any other way of representing or recording information which
      contains or is derived or copied from such information but excludes
      information that (a) is or becomes public knowledge other than as a direct
      or indirect result of any breach of this letter or (b) is known by you
      before the date the information is disclosed to you by us or any of our
      affiliates or advisers or is lawfully obtained by you thereafter, other
      than from a source which is connected with the Group and which, in either
      case, as far as you are aware, has not been obtained in violation of, and
      is not otherwise subject to, any obligation of confidentiality;

	 	 
		
      Group shall bear the meaning defined in the
      Agreement;

	 	 
		
      Permitted Purpose means [subject to the terms
      of this letter, passing on information to a prospective purchaser for the
      purpose of]7 considering and evaluating whether to enter
      into the Acquisition; and

	 	 
		
      Purchaser Group means you, and each of your
      affiliates.



Please acknowledge your agreement to the above by signing and
returning the enclosed copy. 

Yours faithfully 

	___________________________ 
	7 	
      Delete if addressee is acting as
  principal.



133 




SCHEDULE 10 

DISCLOSURE SCHEDULE 

134




SCHEDULE 11 

DORMANT SUBSIDIARIES 


		Name of
      Dormant Subsidiary 	Jurisdiction
      of 
Incorporation 	Registration
      number 
(or equivalent, if any) 
	1. 	Cash Paymaster Services (Kwa-Zulu Natal)
      Proprietary Limited 	South Africa 	1997/013382/07 
	2. 	Cash Paymaster Services
      (Northern) Proprietary Limited 	South Africa 	1996/017600/07 
	3. 	Cash Paymaster Services
      (Northwest) Proprietary Limited 	South Africa 	1996/011197/07 
	4. 	Friedland 035 Investments
      Proprietary Limited 	South Africa 	2000/003245/07




135




SIGNATURE PAGE 

THE BORROWER 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Net1 Applied Technologies South Africa 	 
	Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	 	(who warrants his authority) 
	 	 
	HOLDCO 



	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Net1 UEPS Technologies, Inc 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Net1 UEPS Technologies, Inc. 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Net1 Applied Technologies South Africa 	 
	Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Cash Paymaster Services Proprietary 	 
	Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	EasyPay Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Manje Mobile Electronic Payment 	 
	Services Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Moneyline Financial Services 	 
	Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Net1 FIHRST Holdings Proprietary 	 
	Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Net1 Finance Holdings Proprietary 	 
	Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Net1 Mobile Solutions Proprietary 	 
	Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Net1 Universal Electronic Technological 	 
	Solutions Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Prism Holdings Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	Prism Payment Technologies 	 
	Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL GUARANTOR 

	/s/ Herman G.
      Kotzé 	 
	For and on behalf of: 	 
	RMT Systems Proprietary Limited 	 



	Name: 	Herman G. Kotzé 
	 	 
	Office: 	Director 
	 	 
	  	(who warrants his authority)







SIGNATURE PAGE 

FACILITY AGENT 

	/s/ Sundeep Naran 	 	/s/ Ziyaad Manie 
	 	 	 
	For and on behalf of: 	 	For and on behalf of: 
	FirstRand Bank Limited (acting through 	 	FirstRand Bank Limited (acting through
    
	its Rand Merchant Bank division) 	 	its Rand Merchant Bank division)
  



	Name: 	Sundeep Naran 	 	Name: 	Z Manie 
	 	 	 	 	 
	Office: 	Authorised 	 	Office: 	Authorised 
	 	 	 	 	 
	  	(who warrants his authority) 	 	  	(who warrants his authority)







SIGNATURE PAGE 

ARRANGER 

	/s/ Sundeep Naran 	 	/s/ Ziyaad Manie 
	 	 	 
	For and on behalf of: 	 	For and on behalf of: 
	FirstRand Bank Limited (acting through 	 	FirstRand Bank Limited (acting through
    
	its Rand Merchant Bank division) 	 	its Rand Merchant Bank division)
  



	Name: 	Sundeep Naran 	 	Name: 	Z Manie 
	 	 	 	 	 
	Office: 	Authorised 	 	Office: 	Authorised 
	 	 	 	 	 
	  	(who warrants his authority) 	 	  	(who warrants his authority)







SIGNATURE PAGE 

ARRANGER 

	/s/ Paul Bailey 	 	/s/ Gertrude Dube 
	 	 	 
	For and on behalf of: 	 	For and on behalf of: 
	Nedbank Limited (acting through its 	 	Nedbank Limited (acting through its
  
	Corporate and Investment Banking 	 	Corporate and Investment Banking 
	division) 	 	division) 



	Name: 	Paul Bailey 	 	Name: 	Gertrude Dube 
	 	 	 	 	 
	Office: 	Authorised Signatory 	 	Office: 	Authorised Signatory 
	 	 	 	 	 
	  	(who warrants his authority) 	 	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL SENIOR LENDER 

	/s/ Sundeep Naran 	 	/s/ Ziyaad Manie 
	 	 	 
	For and on behalf of: 	 	For and on behalf of: 
	FirstRand Bank Limited (acting through 	 	FirstRand Bank Limited (acting through
    
	its Rand Merchant Bank division) 	 	its Rand Merchant Bank division)
  



	Name: 	Sundeep Naran 	 	Name: 	Z Manie 
	 	 	 	 	 
	Office: 	Authorised 	 	Office: 	Authorised 
	 	 	 	 	 
	  	(who warrants his authority) 	 	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL SENIOR LENDER 

	/s/ Paul Bailey 	 	/s/ Gertrude Dube 
	 	 	 
	For and on behalf of: 	 	For and on behalf of: 
	Nedbank Limited (acting through its 	 	Nedbank Limited (acting through its
  
	Corporate and Investment Banking 	 	Corporate and Investment Banking 
	division) 	 	division) 



	Name: 	Paul Bailey 	 	Name: 	Gertrude Dube 
	 	 	 	 	 
	Office: 	Authorised Signatory 	 	Office: 	Authorised Signatory 
	 	 	 	 	 
	  	(who warrants his authority) 	 	  	(who warrants his authority)