Net 1 UEPS Technologies, Inc.: Exhibit 10.85 - Filed by newsfilecorp.com






Exhibit 10.85 

EXECUTION 

SENIOR FACILITY D AGREEMENT 

DATED 9 MARCH, 2018 

R210,000,000 SENIOR TERM LOAN FACILITY 

for 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

(as borrower) 


provided by 

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

with 

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

This Agreement is entered into subject to the terms of a Common
Terms Agreement 
dated on or about 21 July, 2017 


		 
		





Table of Contents 

	Clause 	  	Page 
	  	  	  	  
	  	 	  
	1.
      	Definitions
      and Interpretation 	1
      
	2.
      	The
      Facility 	3
      
	3.
      	Purpose
      	3
      
	4.
      	Conditions
      of Utilisation 	3
      
	5.
      	Utilisation
      and Disbursement 	4
      
	6.
      	Repayment
      	5
      
	7.
      	Prepayment
      and Cancellation 	5
      
	8.
      	Interest
      	6
      
	9.
      	Interest
      Periods 	6
      
	10.
      	Default
      	7
      
	11.
      	General
      	7
      
	  	 	  
	  	 	  
	Schedule
      1 	Repayment
      Schedule 	9
      
	Schedule
      2 	Form
      of Utilisation Request 	10
      


1 




THIS AGREEMENT is made between: 

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

	 	 
	(2) 	
      FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND
      MERCHANT BANK DIVISION) as original lender (in this capacity, the
      Original Senior Facility D Lender); and

	 	 
	(3) 	
      FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND
      MERCHANT BANK DIVISION) as agent of the Senior Facility D Lenders (the
      Facility Agent).



IT IS AGREED as follows: 

	1. 	
      DEFINITIONS AND
INTERPRETATION




	1.1 	
      Definitions

	 	 
		
      In this
  Agreement:




	1.1.1 	
      Applicable Margin means,
      in relation to any Senior Facility D Loan or Unpaid
Sum:




	 	(a) 	
      2.75 per cent. per annum, provided that no Event of
      Default has occurred and is continuing; and

	 	 	 
	 	(b) 	
      with effect from the date of occurrence of an Event of
      Default and for so long as it is continuing, the Applicable Margin shall
      be the percentage per annum set out in paragraph (a) above plus 2.00 per
      cent.;




	1.1.2 	
      Availability Period means
      the period from and including the Effective Date to and including the date
      falling one month from the Effective Date;

	 	 
	1.1.3 	
      Available Commitment
      means the "Available Commitment" (as defined in the Common Terms
      Agreement) of a Senior Facility D Lender in respect of Senior Facility
      D;

	 	 
	1.1.4 	
      Available Facility means
      the aggregate, from time to time, of the Available Commitment of each
      Senior Facility D Lender;

	 	 
	1.1.5 	
      Break Costs means the
      amount (if any) determined by a Senior Facility D Lender by
  which:




	 	(a) 	
      the interest (excluding the Applicable Margin) which that
      Senior Facility D Lender should have received for the period from the date
      of receipt of an amount repaid or prepaid in respect of any part of its
      participation in a Senior Facility D Loan or Unpaid Sum to the last day of
      the current Interest Period for that Senior Facility D Loan or Unpaid Sum,
      if the principal amount of that Senior Facility D Loan or Unpaid Sum
      received had been paid on the last day of that Interest
  Period;



exceeds: 

	 	(b) 	
      the amount which that Senior Facility D Lender would be
      able to obtain by placing an amount equal to the principal amount of the
      Senior Facility D Loan or Unpaid Sum received by it on deposit with a
      leading bank in the Johannesburg interbank market for a period starting on
      the Business Day following receipt or recovery and ending on the last day
      of the current Interest Period,



and Break Gains means the
amount (if any) determined by the relevant Senior Facility D Lender by which the
amount of interest contemplated in paragraph (b) above exceeds that in paragraph
(a) above; 

1 





	1.1.6 	
      Common Terms Agreement
      means the written agreement entitled "Common Terms Agreement", dated
      on or about 21 July, 2017 (as amended and/or reinstated from time to
      time), between, amongst others, the Borrower (as borrower), the Original
      Senior Facility D Lender (as lender) and the Facility Agent;

	 	 
	1.1.7 	
      Effective Date has the
      meaning given to that term in the First Amendment and Restatement
      Agreement;

	 	 
	1.1.8 	
      Final Maturity Date means
      31 March, 2020;

	 	 
	1.1.9 	
      First Amendment and
      Restatement Agreement means the written agreement entitled "First
      Amendment and Restatement Agreement" dated on or about the Signature Date,
      between, amongst others, the Borrower (as borrower), the Original Senior
      Facility D Lender (as lender) and the Facility Agent;

	 	 
	1.1.10 	
      Interest Payment Date
      means:




	 	(a) 	
      the last day of March, June, September and December in
      any year; and

	 	 	 
	 	(b) 	
      the Final Maturity Date;




	1.1.11 	
      Interest Period means, in
      relation to a Senior Facility D Loan, each period determined in accordance
      with Clause 9 (Interest Periods);

	 	 
	1.1.12 	
      Party means a party to
      this Agreement;

	 	 
	1.1.13 	
      Repayment Date has the
      meaning given to that term in Clause 6.1 (Repayment);

	 	 
	1.1.14 	
      Repayment Instalment
      means each instalment for repayment of a Senior Facility D Loan set
      out in Clause 6 (Repayment of Loan);

	 	 
	1.1.15 	
      Repayment Schedule means
      the schedule of Repayment Instalments set out in Schedule 1 (Repayment
      Schedule), as replaced from time to time pursuant to Clause 6.3
      (Repayment);

	 	 
	1.1.16 	
      Senior Facility D or
      Facility means the term loan facility made available to the
      Borrower under this Agreement;

	 	 
	1.1.17 	
      Senior Facility D Commitment
      means the "Senior Facility D Commitment" as defined in the Common
      Terms Agreement;

	 	 
	1.1.18 	
      Senior Facility D Loan or
      Loan means a "Senior Facility D Loan" as defined in the Common
      Terms Agreement;

	 	 
	1.1.19 	
      Senior Facility D
      Outstandings means "Senior Facility D Outstandings" as defined in the
      Common Terms Agreement;

	 	 
	1.1.20 	
      Signature Date means the
      date stated at the beginning of this Agreement;

	 	 
	1.1.21 	
      Total Senior Facility D
      Commitments means "Total Senior Facility D Commitments" as defined in
      the Common Terms Agreement;

	 	 
	1.1.22 	
      Tranche II DNI Shares
      means 6,000,000 ordinary "A" shares in the share capital of DNI to be
      acquired by the Borrower pursuant to the Tranche II Subscription
      Agreement;

	 	 
	1.1.23 	
      Tranche II Subscription
      Agreement means the agreement headed "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;



2 





	1.1.24 	
      Unpaid Sum means an
      "Unpaid Sum" as defined in the Common Terms Agreement in respect of Senior
      Facility D; and

	 	 
	1.1.25 	
      Utilisation Request means
      the notice substantially in the form set out in Schedule 2 (Form of
      Utilisation Request).




	1.2 	
      Construction




	1.2.1 	
      Terms and expressions defined in
      the Common Terms Agreement, unless expressly defined in this Agreement,
      have the same meaning in this Agreement.

	 	 
	1.2.2 	
      The provisions of clauses 1.3
      (Construction) and 1.4 (Third party rights) of the Common Terms Agreement
      apply to this Agreement as though they were set out in full in this
      Agreement, except that a reference in those clauses to the Common Terms
      Agreement are to be construed as references to this Agreement.

	 	 
	1.2.3 	
      This Agreement and the rights
      and obligations of the Parties hereunder shall in all respects be subject
      to the terms and conditions of the Common Terms Agreement, which shall
      apply mutatis mutandis to this Agreement and be incorporated herein
      by reference. If there is any conflict between this Agreement and the
      Common Terms Agreement, this Agreement shall
prevail.




	2. 	
      THE FACILITY




	2.1 	
      Senior Facility
D

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

	 	 
	2.2 	
      Designation

	 	 
		
      This Agreement is a Senior
      Facility Agreement and the Senior Facility D Agreement, each as defined in
      the Common Terms Agreement.




	3. 	
      PURPOSE




	3.1 	
      The Borrower shall apply all
      amounts borrowed by it under Senior Facility D only in or towards the
      purpose set out in clause 3.1.3 (Purpose) of the Common Terms Agreement,
      and for no other purpose whatsoever.

	 	 
	3.2 	
      No Finance Party is bound to
      monitor or verify the utilisation of Senior Facility D or will be
      responsible for, or for the consequences of, such a
  utilisation.




	4. 	
      CONDITIONS OF
UTILISATION




	4.1 	
      Conditions
  precedent

	 	 
		
      The Borrower may not deliver a
      Utilisation Request to the Facility Agent under Senior Facility D (and the
      Senior Facility D Lender shall have no obligation to advance any Senior
      Facility D Loan or to provide any other form of credit or financial
      accommodation under this Agreement to any person) unless the Facility
      Agent has issued the notice contemplated by clause 2.1 (Effective Date) of
      the First Amendment and Restatement Agreement.

	 	 
	4.2 	
      Further conditions
      precedent

	 	 
		
      Subject to the Common Terms
      Agreement and this Agreement, the Senior Facility D Lender will only be
      obliged to participate in a Senior Facility D Loan if the requirements of
      clause 4.2 (Further conditions precedent) of the Common Terms Agreement
      have been met.



3 





	4.3 	
      Maximum number of
    Loans

	 	 
		
      The Borrower may not deliver a
      Utilisation Request under Senior Facility D if as a result of the proposed
      Utilisation more than one Senior Facility D Loan would be
    outstanding.




	5. 	
      UTILISATION AND
DISBURSEMENT




	5.1 	
      Delivery of a Utilisation
      Request




	5.1.1 	
      The Borrower may utilise Senior
      Facility D during the Availability Period by delivery to the Facility
      Agent of a duly completed Utilisation Request.

	 	 
	5.1.2 	
      Unless the Facility Agent
      otherwise agrees, the latest time for receipt by the Facility Agent of a
      Utilisation Request is 17h00 two Business Days before the proposed
      Utilisation Date or such shorter period as the Facility Agent agrees in
      writing.

	 	 
	5.1.3 	
      A Utilisation Request is
      irrevocable.

	 	 
	5.1.4 	
      A maximum of one Utilisation
      Request may be delivered by the Borrower on or following the Effective
      Date.




	5.2 	
      Completion of a Utilisation
      Request




	5.2.1 	
      A Utilisation Request will not
      be regarded as having been duly completed
unless:




	 	(a) 	
      the proposed Utilisation Date is a Business Day within
      the Availability Period;

	 	 	 
	 	(b) 	
      the currency and amount of the Utilisation comply with
      Clause 5.3 below; and

	 	 	 
	 	(c) 	
      it specifies a bank account in South Africa to which the
      Borrower requires the proceeds of the Senior Facility D Loan to be
      credited.




	5.2.2 	
      Only one Senior Facility D Loan
      may be requested in a Utilisation Request.




	5.3 	
      Currency and
  amount




	5.3.1 	
      The currency specified in a
      Utilisation Request must be Rand.

	 	 
	5.3.2 	
      The amount of the proposed
      Senior Facility D Loan is for the full amount of the Senior Facility D
      Available Commitments of the Senior Facility D Lender or such lesser
      amount as the Facility Agent may agree.




	5.4 	
      Disbursement




	5.4.1 	
      If the conditions set out in
      this Agreement and the Common Terms Agreement have been met, the Senior
      Facility D Lender must advance and lend to the Borrower, who shall borrow
      from the Lender, the Senior Facility D Loan on the Utilisation Date. The
      Senior Facility D Lender must make the Senior Facility D Loan available to
      the Facility Agent by no later than 11h00 on the applicable Utilisation
      Date for disbursement to the Borrower.

	 	 
	5.4.2 	
      The amount of the Senior
      Facility D Lender's participation in the Senior Facility D Loan will be
      equal to its Available Commitment (if any) to the Available Facility
      immediately prior to making the Loan.

	 	 
	5.4.3 	
      The Original Senior Facility D
      Lender is not obliged to participate in a Senior Facility D Loan if, as a
      result:




	 	(a) 	
      the outstanding Senior Facility A Loan would exceed its
      Available Commitment; or

	 	 	 
	 	(b) 	
      the outstanding Senior Facility D Loan would exceed the
      Available Facility.



4 





	5.5 	
      Automatic cancellation of
      Commitments

	 	 
		
      The Senior Facility D Commitments
      which, at that time, are unutilised, and in respect of which no
      Utilisation Request has been delivered, shall be immediately cancelled at
      10h00 on the last day of the Availability
Period.




	6. 	
      REPAYMENT




	6.1 	
      If by 30 June, 2018 (or such
      later date as the Facility Agent may agree in writing) the Borrower has
      not delivered to the Facility Agent (in form and substance satisfactory to
      the Facility Agent) evidence that the Borrower is the legal and beneficial
      owner of the Tranche II DNI Shares, the Borrower shall repay the Senior
      Facility D Loan in full in consecutive instalments on the dates (each a
      Repayment Date) and in the amounts (each a Repayment
      Instalment) specified in Part I of the Repayment Schedule (subject to
      Clauses 7 (Prepayment and Cancellation) and 10 (Default)).

	 	 
	6.2 	
      If by 30 June, 2018 (or such
      later date as the Facility Agent may agree in writing) the Borrower has
      delivered to the Facility Agent (in form and substance satisfactory to the
      Facility Agent) evidence that the Borrower is the legal and beneficial
      owner of the Tranche II DNI Shares, the Borrower shall repay the Senior
      Facility D Loan in full in consecutive instalments on the dates (each a
      Repayment Date) and in the amounts (each a Repayment
      Instalment) specified in Part II of the Repayment Schedule (subject to
      Clauses 7 (Prepayment and Cancellation) and 10 (Default)).

	 	 
	6.3 	
      If pursuant to an unscheduled
      payment, repayment or prepayment made in respect of the Senior Facility D
      Loan (under this Agreement read with the Common Terms Agreement), the
      amount of the outstanding Repayment Instalments at that time are to be
      reduced, the Facility Agent shall be entitled to recalculate the amount of
      the Repayment Instalments and replace the tables set out in Schedule 1
      (Repayment Schedule) by notice to the Borrower.

	 	 
	6.4 	
      Any amount which remains
      outstanding under Senior Facility D on the Final Maturity Date shall be
      repaid in full on that date.

	 	 
	6.5 	
      No amount of a Senior Facility D
      Loan repaid under this Clause 6 may be
re-borrowed.




	7. 	
      PREPAYMENT AND
CANCELLATION




	7.1 	
      Voluntary
    cancellation




	7.1.1 	
      The Borrower may cancel the
      unutilised and undrawn amount of the Senior Facility D Commitments in
      accordance with the requirements (and subject to the terms) of clause 7
      (Prepayment and Cancellation) of the Common Terms Agreement.

	 	 
	7.1.2 	
      No amount of the Senior Facility
      D Commitments cancelled pursuant to this Clause may be
  reinstated.




	7.2 	
      Voluntary
  prepayment




	7.2.1 	
      The Borrower may make voluntary
      prepayments in respect of the Senior Facility D Loan made to it, in whole
      or in part, in accordance with the requirements (and subject to the terms)
      of clause 7 (Prepayment and Cancellation) of the Common Terms
      Agreement.

	 	 
	7.2.2 	
      No amount of a Senior Facility D
      Loan prepaid pursuant to this Clause may be re-
borrowed.




	7.3 	
      Mandatory prepayment and
      prepayment offers

	 	 
		
      The Borrower shall be obliged to
      make mandatory prepayments and/or offers to make prepayments (as
      applicable) in respect of the Senior Facility D Loan made to it to the
      Senior Facility D Lender in accordance with the requirements (and
subject to the terms) of clauses 7 (Prepayment and Cancellation) and 8
(Prepayment Offers and Priorities) of the Common Terms Agreement. 



5 




	8. 	
      INTEREST




	8.1 	
      Calculation of
    interest

	 	 
		
      The rate of interest on each
      Senior Facility D Loan (and any Unpaid Sum) for each Interest Period is
      the percentage rate per annum which is the aggregate
of:




	8.1.1 	
      the Applicable Margin;
  and

	 	 
	8.1.2 	
      the Base
Rate.




	8.2 	
      Payment of
  interest

	 	 
		
      The Borrower shall pay all
      accrued interest on the Senior Facility D Loan made to it on each Interest
      Payment Date, in accordance with the requirements of clause 30 (Payment
      Mechanics) of the Common Terms Agreement.




	8.3 	
      Interest on overdue
      amounts




	8.3.1 	
      Any interest accruing on an
      Unpaid Sum shall be immediately payable by the Borrower on demand by the
      Facility Agent.

	 	 
	8.3.2 	
      Default interest (if unpaid)
      arising on any Unpaid Sum will be compounded with that Unpaid Sum on the
      last day of each calendar month, but will remain immediately due and
      payable.




	8.4 	
      Notification of rates of
      interest

	 	 
		
      Without prejudice to the
      obligation of the Borrower to pay interest calculated at any applicable
      rate under this Clause 8, the Facility Agent shall notify the Senior
      Facility D Lender and the Borrower, as soon as reasonably
    practicable:




	8.4.1 	
      of the determination of a rate
      of interest under this Agreement;

	 	 
	8.4.2 	
      when interest commences to
      accrue at the rate calculated by reference to the Applicable Margin
      specified in Clause 1.1.1(b) (Definitions).




	9. 	
      INTEREST PERIODS




	9.1 	
      Duration

	 	 
		
      Each Senior Facility D Loan has
      successive Interest Periods:




	9.1.1 	
      commencing on (and including)
      the Utilisation Date (in respect of the first Interest Period for that
      Senior Facility D Loan) or commencing on (and including) an Interest
      Payment Date; and

	 	 
	9.1.2 	
      ending on (but excluding) the
      next Interest Payment Date.




	9.2 	
      Interest Periods for Unpaid
      Sums

	 	 
		
      Interest accruing on an Unpaid
      Sum shall be calculated as if that Unpaid Sum, during the period of
      non-payment, constituted a Loan under Senior Facility D for successive
      Interest Periods, each of a duration selected by the Facility Agent
      (acting reasonably). For this purpose, the Facility Agent (acting
      reasonably) may:



6 





	9.2.1 	
      select successive Interest
      Periods of any duration of up to three months; and

	 	 
	9.2.2 	
      determine the appropriate
      Quotation Day for that Interest Period.



If any Unpaid Sum consists of all or
part of the Senior Facility D Loan which became due on a day which was not the
last day of an Interest Period relating to that Senior Facility D Loan, the
first Interest Period for that Unpaid Sum shall have a duration equal to the
unexpired portion of the current Interest Period relating to the Senior Facility
D Loan. 

	9.3 	
      No overrunning the Final
      Maturity Date

	 	 
		
      If an Interest Period for a
      Senior Facility D Loan would otherwise extend beyond the Final Maturity
      Date, it will be shortened so that it ends on the Final Maturity Date.
      This Clause does not apply to Interest Periods selected under Clause 9.2
      above in respect of Unpaid Sums which remain outstanding on the Final
      Maturity Date.

	 	 
	9.4 	
      Non-Business
Days

	 	 
		
      If an Interest Payment Date would
      otherwise occur on a day which is not a Business Day, that Interest
      Payment Date 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).




	10. 	
      DEFAULT

	 	 
		
      If an Event of Default occurs, and for so long as it is
      continuing, the Facility Agent may enforce any of the rights and remedies
      provided for in clause 23.15 (Acceleration) of the Common Terms
      Agreement.




	11. 	
      GENERAL




	11.1 	
      Notices and
    domicilium

	 	 
		
      All documents in legal
      proceedings and notices in connection with this Agreement shall be served
      in accordance with clause 33 (Notices) of the Common Terms Agreement,
      which clause is incorporated by reference in this Agreement as if repeated
      in this Agreement in full (except that references in that clause to the
      Common Terms Agreement are to be construed as references to this
      Agreement).

	 	 
	11.2 	
      Incorporation of by
      reference

	 	 
		
      The provisions clauses 17 (Costs
      and Expenses), 34 (Amendments and Waivers), 36 (General Provisions) and 40
      (Waiver of Immunity) of the Common Terms Agreement apply to this Agreement
      as though they were set out in full in this Agreement (except that
      references in those clauses to the Common Terms Agreement are to be
      construed as references to this Agreement).

	 	 
	11.3 	
      Governing Law

	 	 
		
      This Agreement and any
      non-contractual obligations arising out of or in connection with it are
      governed by South African law.

	 	 
	11.4 	
      Jurisdiction




	11.4.1 	
      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 this
      Agreement (including a dispute relating to the existence, validity or
      termination of this Agreement or any non-contractual obligation arising out of or in connection
with this Agreement) (a dispute). 




7 




	11.4.2 	
      The Parties agree that the High
      Court of South Africa is the most appropriate and convenient court 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 this Agreement.

	 	 
	11.4.3 	
      This Clause 11.4 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.




	11.5 	
      Counterparts

	 	 
		
      This Agreement 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
    Agreement.



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

8 




SCHEDULE 1 

REPAYMENT SCHEDULE 

Part I: 
Applicable Repayment Schedule if the
Borrower is not the legal 
and beneficial owner of the Tranche II DNI
Shares at 30 June, 2018 

	  	Repayment Date 	Amount Payable
  
	1. 	30 June, 2018 	R136,500,000 
	2. 	30 September, 2018 	R10,500,000 
	3. 	31 December, 2018 	R10,500,000 
	4. 	31 March, 2019 	R10,500,000 
	5. 	30 June, 2019 	R10,500,000 
	6. 	30 September, 2019 	R10,500,000 
	7. 	31 December, 2019 	R10,500,000 
	8. 	Final Maturity Date 	R10,500,000 
	  	  	R210,000,000 


Part II: 
Applicable Repayment Schedule if the
Borrower is the legal 
and beneficial owner of the Tranche II DNI
Shares at 30 June, 2018 

	  	Repayment Date 	Amount Payable
  
	1. 	30 June, 2018 	R26,250,000 
	2. 	30 September, 2018 	R26,250,000 
	3. 	31 December, 2018 	R26,250,000 
	4. 	31 March, 2019 	R26,250,000 
	5. 	30 June, 2019 	R26,250,000 
	6. 	30 September, 2019 	R26,250,000 
	7. 	31 December, 2019 	R26,250,000 
	8. 	Final Maturity Date 	R26,250,000 
	  	  	R210,000,000 


9 




SCHEDULE 2 

FORM OF UTILISATION REQUEST 

	To: 	[•] 
	  	as Facility Agent 
	  	  
	From: 	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA
      PROPRIETARY LIMITED 


[•], [•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
LIMITED
Senior Facility D Agreement, dated [•], 2018

(the Agreement) 

	1. 	
      We refer to the Agreement. This is a Utilisation Request.
      Terms defined in the Agreement have the same meaning in this Utilisation
      Request unless given a different meaning in this Utilisation
    Request.

	 	 
	2. 	
      We wish to borrow a Senior Facility D Loan on the
      following terms:




	 	Proposed Utilisation Date: 	[•] (or, if that is not a Business Day,
      the next 
	 	  	Business Day) 
	 	  	  
	 	Amount: 	R[•] or, if less, the Available Facility
    



	3. 	
      The proceeds of this Loan must be credited to
      [account].

	 	 
	4. 	
      We confirm that each condition specified in Clause 4.2
      (Further conditions precedent) of the Agreement is satisfied on the date
      of this Utilisation Request.

	 	 
	5. 	
      This Utilisation Request is
irrevocable.



Yours faithfully, 

..................................................

authorised
signatory for 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
LIMITED

10 




SIGNATURE PAGE 

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)







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 its 	 	FirstRand Bank Limited (acting through
      its 
	Rand Merchant Bank division) 	 	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 FACILITY D LENDER 

	/s/ Sundeep Naran 	 	/s/ Ziyaad Manie 
	 	 	 
	For and on behalf of: 	 	For and on behalf of: 
	FirstRand Bank Limited (acting through
      its 	 	FirstRand Bank Limited (acting through
      its 
	Rand Merchant Bank division) 	 	Rand Merchant Bank division)
  



	Name: 	Sundeep Naran 	 	Name: 	Z Manie 
	 	 	 	 	 
	Office: 	Authorised 	 	Office: 	Authorised 
	 	 	 	 	 
	  	(who warrants his authority) 	 	  	(who warrants his authority)