Net 1 UEPS Technologies, Inc.: Exhibit 10.40 - Filed by newsfilecorp.com






Exhibit 10.40

EXECUTION

SENIOR FACILITY C AGREEMENT 

 

DATED 20 OCTOBER, 2016 

 

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) 

 

 

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 the date of this Agreement 




Table of Contents 

	Clause 	 	Page 
	 		 
	 	 	 
	1.
      	Definitions
      and Interpretation 	1
      
	2.
      	The
      Facility 	3
      
	3.
      	Purpose
      	3
      
	4.
      	Conditions
      of Utilisation 	4
      
	5.
      	Utilisation
      and Disbursement 	4
      
	6.
      	Repayment
      	5
      
	7.
      	Prepayment
      and Cancellation 	6
      
	8.
      	Interest
      	6
      
	9.
      	Interest
      Periods 	7
      
	10.
      	Default
      	8
      
	11.
      	General
      	8
      
	 	 	 	 
	 	 	 	 
	Schedule
      1 	Repayment
      Schedule 	10
      
	Schedule
      2 	Form
      of Utilisation Request 	11
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Signature
      Page 	 	12
      






THIS AGREEMENT is dated 20 October, 2016 and 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 C Lender); and

	 	 
	(3) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division) as agent of the Senior Facility C 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 C Loan or Unpaid Sum:




	 	(a) 	
      1.35 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:




	 	(a) 	
      if Senior Facility A and Senior Facility B are utilised,
      the period from (and including) the first Senior Facility A Voluntary
      Prepayment Date to (and including) the date which is 21 Months after the
      Closing Date; and

	 	 	 
	 	(b) 	
      if Senior Facility A and Senior Facility B are not
      utilised there shall be no Availability Period for Senior Facility
    C;




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

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

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




	 	(a) 	
      the interest (excluding the Applicable Margin) which that
      Senior Facility C 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 C Loan or Unpaid Sum to the last day of
      the current Interest Period for that Senior Facility C Loan or Unpaid Sum,
      if the principal amount of that Senior Facility C Loan or Unpaid Sum
      received had been paid on the last day of that Interest
  Period;



exceeds: 

	 	(b) 	
      the amount which that Senior Facility C Lender would be
      able to obtain by placing an amount equal to the principal amount of the Senior
Facility C 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 C 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 the Signature Date,
      between, amongst others, the Borrower (as borrower), the Original Senior
      Facility C Lender (as lender) and the Facility Agent;

	 	 
	1.1.7 	
      Final Maturity Date means the date falling on the
      second anniversary of the Closing Date;

	 	 
	1.1.8 	
      Interest Payment Date
means:





	 	(a) 	
      the last day of each calendar month in any year;
    and

	 	 	 
	 	(b) 	
      the Final Maturity Date;




	1.1.9 	
      Interest Period means, in relation to a Senior
      Facility C Loan, each period determined in accordance with Clause 9
      (Interest Periods);

	 	 
	1.1.10 	
      Party means a party to this Agreement;

	 	 
	1.1.11 	
      Repayment Date has the meaning given to that term
      in Clause 6.1 (Repayment);

	 	 
	1.1.12 	
      Repayment Instalment means each instalment for
      repayment of a Senior Facility C Loan set out in Clause 6 (Repayment of
      Loans);

	 	 
	1.1.13 	
      Repayment Schedule means the schedule of Repayment
      Instalments in the agreed inserted into this Agreement in accordance with
      Clause 6.1 (Repayment) as Schedule 1 (Repayment Schedule), and as replaced
      from time to time pursuant to Clause 6.4;

	 	 
	1.1.14 	
      Senior Facility A Discharge Date means the date on
      which:




	 	(a) 	
      the Senior Facility A Outstandings have been irrevocably
      and unconditionally finally paid and discharged in full; 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 Senior Facility A;




	1.1.15 	
      Senior Facility A Repayment Instalment has the
      meaning given to "Repayment Instalment" in the Senior Facility A
      Agreement;

	 	 
	1.1.16 	
      Senior Facility A Repayment Date has the meaning
      given to "Repayment Date" in the Senior Facility A Agreement;

	 	 
	1.1.17 	
      Senior Facility C or Facility means the
      term loan facility made available to the Borrower under this
    Agreement;

	 	 
	1.1.18 	
      Senior Facility C Commitment means the "Senior
      Facility C Commitment" as defined in the Common Terms
  Agreement;



2 





	1.1.19 	
      Senior Facility C Loan or Loan means a
      "Senior Facility C Loan" as defined in the Common Terms
  Agreement;

	 	 
	1.1.20 	
      Senior Facility C Outstandings means "Senior
      Facility C Outstandings" as defined in the Common Terms
  Agreement;

	 	 
	1.1.21 	
      Signature Date means the date stated at the
      beginning of this Agreement;

	 	 
	1.1.22 	
      Total Senior Facility C Commitments means "Total
      Senior Facility C Commitments" as defined in the Common Terms
      Agreement;

	 	 
	1.1.23 	
      Unpaid Sum means an "Unpaid Sum" as defined in the
      Common Terms Agreement in respect of Senior Facility C; and

	 	 
	1.1.24 	
      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 C

	 	 
		
      Subject to the terms of this Agreement and the Common
      Terms Agreement, the Senior Facility C Lenders make available to the
      Borrower a Rand-denominated term loan facility in an aggregate amount
      equal to the Total Senior Facility C Commitments in accordance with, and
      subject to the provisions of, clause 2.3 (Senior Facility C) of the Common
      Terms Agreement.




	2.2 	
      Designation

	 	 
		
      This Agreement is a Senior Facility Agreement and the
      Senior Facility C 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 C only in or towards the purposes set out in clause 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 C or will be responsible for, or for the
      consequences of, such a utilisation.



3 





	4. 	
      CONDITIONS OF
UTILISATION




	4.1 	
      Conditions precedent

	 	 
		
      The Borrower may not deliver a Utilisation Request to the
      Facility Agent under Senior Facility C (and no Senior Facility C Lender
      shall have any obligation to advance any Senior Facility C 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 4.1 (Initial conditions precedent) of the Common
      Terms Agreement.

	 	 
	4.2 	
      Further conditions precedent

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

	 	 
	4.3 	
      Maximum number of Loans

	 	 
		
      The Borrower may not deliver a Utilisation Request under
      Senior Facility C if as a result of the proposed Utilisation more than six
      Senior Facility C Loans would be outstanding.




	5. 	
      UTILISATION AND
DISBURSEMENT




	5.1 	
      Delivery of a Utilisation
Request




	5.1.1 	
      The Borrower may utilise Senior Facility C 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.

	 	 
	5.1.3 	
      The Utilisation Request is
irrevocable.




	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 Utilisation Request is delivered not less than 2
      Business Days after the Senior Facility A Voluntary Prepayment Date giving
      rise to the Available Commitments proposed to be utilised (in whole or in
      part) pursuant to such Utilisation Request;

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

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

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




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



4 





	5.3 	
      Currency and amount




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

	 	 
	5.3.2 	
      The amount of the proposed Senior Facility C Loan must be
      a minimum of R25,000,000 or, if less, the Available
  Facility.




	5.4 	
      Disbursement




	5.4.1 	
      If the conditions set out in this Agreement and the
      Common Terms Agreement have been met, each Senior Facility C Lender must
      advance and lend to the Borrower, who shall borrow from each such Lender,
      that Lender's participation in the relevant Senior Facility C Loan on the
      relevant Utilisation Date. A Senior Facility C Lender must make its
      participation in the relevant Senior Facility C Loan available to the
      Facility Agent for disbursement to the Borrower.

	 	 
	5.4.2 	
      The amount of each Senior Facility C Lender's
      participation in a Senior Facility C Loan will be equal to the proportion
      borne by its Available Commitment (if any) to the Available Facility
      immediately prior to making that Loan.

	 	 
	5.4.3 	
      No Senior Facility C Lender is obliged to participate in
      a Senior Facility C Loan if, as a result:




	 	(a) 	
      its share in the outstanding Senior Facility C Loans
      would exceed its Available Commitment; or

	 	 	 
	 	(b) 	
      the outstanding Senior Facility C Loans would exceed the
      Available Facility.




	5.5 	
      Automatic cancellation of Commitments

	 	 
		
      The Senior Facility C 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 the Senior Facility A Discharge Date arises on a
      Senior Facility A Repayment Date and only a portion of the relevant Senior
      Facility A Repayment Instalment applied on that date was utilised to
      discharge Senior Facility A (the unused balance of such Senior Facility A
      Repayment Instalment referred to as the Unused Portion), the
      Borrower shall repay, on the Senior Facility A Discharge Date, any
      outstanding Senior Facility C Loans in an amount equal to the Unused
      Portion and, if on such date no further Facility C Loans are outstanding,
      the Senior Facility C Commitments of the Senior Facility C Lenders shall
      be cancelled rateably in an amount equal to the Unused Portion.

	 	 
	6.2 	
      Following the Senior Facility A Discharge Date, the
      Facility Agent shall as soon as reasonably possible prepare a Repayment
      Schedule in relation to Senior Facility C as at that date, which will
      include consecutive instalments (each a Repayment Instalment) equal
      to the aggregate amount of the Senior Facility A Repayment Instalments
      that were not applied (including part of any such instalment not applied)
      in repayment of Senior Facility A as a result of the Senior Facility A
      Discharge Date arising, to be paid by the Borrower on the same dates (each
      a Repayment Date) as the scheduled Senior Facility A Repayment
      Dates in respect of which Senior Facility A Repayment Instalments were not
      (whether in full or in part) so applied. The Facility Agent, by notice to
      the Borrower, shall be entitled to include a table in Schedule 1
      (Repayment Schedule) to that effect.

	 	 
	6.3 	
      The Borrower shall repay the Senior Facility C Loans made
      to it in full in consecutive instalments on each Repayment Date in the
      amount of each Repayment Instalment specified in the Repayment Schedule (subject to Clauses 7
(Prepayment and Cancellation) and 10 (Default)). 



5 





	6.4 	
      If pursuant to an unscheduled payment, repayment or
      prepayment made in respect of the Senior Facility C 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 table set out in Schedule 1
      (Repayment Schedule) by notice to the Borrower.

	 	 
	6.5 	
      Any amount which remains outstanding under Senior
      Facility C on the Final Maturity Date shall be repaid in full on that
      date.

	 	 
	6.6 	
      No amount of a Senior Facility C 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 undrawn amount of the Senior
      Facility C Commitments in accordance with the requirements (and subject to
      the terms) of clause 10 (Prepayment and Cancellation) of the Common Terms
      Agreement.

	 	 
	7.1.2 	
      No amount of the Senior Facility C 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 C Loan made to it, in whole or in part, in accordance
      with the requirements (and subject to the terms) of clause 10 (Prepayment
      and Cancellation) of the Common Terms Agreement.

	 	 
	7.2.2 	
      No amount of a Senior Facility C 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 C Loan made to it to the Senior Facility C Lenders
      in accordance with the requirements (and subject to the terms) of clauses
      10 (Prepayment and Cancellation) and 11 (Prepayment Offers and Priorities)
      of the Common Terms Agreement.




	8. 	
      INTEREST




	8.1 	
      Calculation of interest

	 	 
		
      The rate of interest on each Senior Facility C 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.



6 





	8.2 	
      Payment of interest

	 	 
		
      The Borrower shall pay all accrued interest on the Senior
      Facility C Loan made to it on each Interest Payment Date, in accordance
      with the requirements of clause 33 (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 C Lenders 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 C 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 C 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 C for successive Interest Periods, each of a
      duration selected by the Facility Agent (acting reasonably). For this
      purpose, the Facility Agent (acting reasonably)
may:




	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 C Loan which became due on a day which was not the last day of an
      Interest Period relating to that Senior Facility C 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 C Loan.

	 	 
	9.3 	
      Consolidation of Loans

	 	 
		
      On each Interest Payment Date, all Senior Facility C
      Loans utilised by the Borrower under this Facility that remain outstanding
      will be consolidated and treated as a single Senior Facility Loan outstanding and owing by the
Borrower under this Facility. 



7 





	9.4 	
      No overrunning the Final Maturity Date

	 	 
		
      If an Interest Period for a Senior Facility C 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.

	 	 
	9.5 	
      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 26.15 (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
      36 (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 20 (Costs and Expenses), 37
      (Amendments and Waivers), 39 (General Provisions) and 43 (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).

	 	 
	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.



8 





	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. 

9 




SCHEDULE 1 

REPAYMENT SCHEDULE 

[To be included at the appropriate time pursuant to Clause 6.2
(Repayment)] 

 

 

10 




SCHEDULE 2 

FORM OF UTILISATION REQUEST 

	To: 	FIRSTRAND BANK LIMITED (acting through its
      RAND MERCHANT BANK division) 
	  	as Facility Agent 
	  	  
	From: 	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA
      PROPRIETARY LIMITED 


[•], 2016 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Senior Facility C Agreement, dated [•], 2016 
(the
Agreement) 

	1. 	
      We refer to the Agreement. This is the 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 C 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. 	
      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.

	 	 
	4. 	
      The proceeds of this Loan must be credited to
      [account].

	 	 
	5. 	
      This Utilisation Request is
irrevocable.



Yours faithfully, 

 

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

authorised signatory for 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
LIMITED

11 




SIGNATURE PAGE 

BORROWER 

 


	For and on
      behalf of: 
	Net1 Applied Technologies South Africa
  
	 
	Proprietary Limited 
	 
	Name: 	/s/ Herman G. Kotzé 
	 	 
	Office: 	Chief Financial Officer 
	 	 
	  	(who warrants his authority)








SIGNATURE PAGE 

FACILITY AGENT 

 

	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: 	/s/ Niel van Zyl 	Name: 	/s/ Ziyaad Manie 
	 	 	 	 
	Office: 	Authorised 	Office: 	Authorised 
	 	 	 	 
	  	(who warrants his authority) 	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL SENIOR FACILITY C LENDER 

 

	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: 	/s/ Niel van Zyl 	Name: 	/s/ Ziyaad Manie 
	Office: 	Authorised 	Office: 	Authorised 
	  	(who warrants his authority) 	  	(who warrants his authority)