Net 1 UEPS Technologies, Inc.: Exhibit 10.46 - Filed by newsfilecorp.com







	1 Merchant Place Cnr Fredman Dr & Rivonia Rd Sandton
      2196 	Exhibit 10.46 
	PO Box 786273 Sandton 2146 South Africa 	  
	Switchboard +27 11 282-8000 	  
	Facsimile +27 11 282-8008 	  
	www.rmb.co.za 	  
	  	  
	Reg. No. 1929/001225/06 	  
	An Authorised Financial Services Provider 	



	To: 	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA
      PROPRIETARY LIMITED 
	  	Sixth Floor 
	  	President Place 
	  	Corner of Jan Smuts Avenue and Bolton Road
  
	  	Rosebank, 2196 



	 	Email: 	hermank@net1.com 
	 	Attention: 	Herman Kotze 



	From: 	
      FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND
      MERCHANT BANK DIVISION) (in its capacity as Facility Agent
      under the CTA (defined below)) 



15 November, 2016 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

SENIOR TERM LOAN FACILITIES 

	1. 	
      BACKGROUND




	1.1 	
      We refer to the common terms agreement dated on or about
      20 October, 2016 between, amongst others, Net1 Applied Technologies South
      Africa Proprietary Limited (the Company) and FirstRand Bank Limited
      (acting through its Rand Merchant Bank division) (as original senior
      lender, mandated lead arranger and the facility agent) (the
      Agreement).

	 	 
	1.2 	
      This letter is supplemental to and amends the Agreement
      pursuant to clause 37 (Amendments and waivers) of the Agreement.

	 	 
	1.3 	
      Pursuant to the Intercreditor Agreement, the Majority
      Lenders have consented to the amendments to the Agreement contemplated by
      this letter. Accordingly, we are authorised to execute this letter on
      behalf of the Finance Parties.




	2. 	
      INTERPRETATION




	2.1 	
      Capitalised terms defined in the Agreement have the same
      meaning when used in this letter unless expressly defined in this
      letter.

	 \	 
	2.2 	
      The provisions of clause 1.3 (Construction) of the
      Agreement apply to this letter as though they were set out in full in this
      letter except that references to the Agreement are to be construed as
      references to this letter.



Directors: LL Dippenaar (Chairman) JP Burger (Chief Executive
Officer) VW Bartlett JJH Bester MS Bomela P Cooper (Alternate) L Crouse JJ
Durand GG Gelink PM Goss NN Gwagwa PK Harris WR Jardine HS Kellan EG
Matenge-Sebesho AT Nzimande D Premnarayen (India) KB Schoeman BJ van der Ross JH
van Greuning Company Secretary: C Low 

RMB Divisional Board: JP Burger (Chairman) J Formby (Chief
Executive Officer) M Davias (Chief Financial Officer) P Dos Santos (Chief
Technology and Operations Officer) G Kruger (Chief Risk Officer) ME Oberholster
(Chief Investment Officer) LL Dippenaar DA Frankel PM Goss RP Gouws A Perold MW
Pfaff R Loubser CN Mapure F Knoetze 




 

	2.3 	
      In this letter, Effective Date means the date on
      which the Facility Agent notifies the Company that it has received a copy
      of this letter countersigned by each Obligor.




	3. 	
      AMENDMENTS




	3.1 	
      The Agreement will be amended on and with effect from the
      Effective Date in accordance with paragraph 3.2 below.

	 	 
	3.2 	
      The Agreement will be amended as
  follows:




	3.2.1 	
      clause 1.1.14 (Definitions) of the Agreement will be
      deleted in its entirety and replaced with the following new clause
      1.1.14:




	 	"1.1.14 	Bank Guarantee Expiry Date
      means 28 February, 2017;" 



	3.2.2 	
      clause 1.1.67 (Definitions) of the Agreement will be
      deleted in its entirety and replaced with the following new clause
      1.1.67:




	 	"1.1.67 	Longstop Date means 28
      February, 2017;" 



	3.2.3 	
      the date in clause 1.2.7(a) (Financial definitions) of
      the Agreement will be deleted in its entirety and replaced with the date:
      "31 March, 2017";

	 	 
	3.2.4 	
      Schedule 6 (Form of Bank Guarantee) of the Agreement will
      be deleted in its entirety and replaced with the new Schedule 6 (Form of
      Bank Guarantee) set out in Appendix 1 to this
letter.




	4. 	
      REPRESENTATIONS

	 	 
		
      Each Obligor confirms to each Finance Party that on the
      date of this letter and on the Effective Date, all the representations and
      warranties set out in this clause 22 of the
Agreement:




	4.1 	
      are true; and

	 	 
	4.2 	
      would also be true if references to the Agreement were
      construed as references to the Agreement as amended by this
  letter.




		
      Each representation and warranty is applied to the
      circumstances existing at the time the representation and warranty is
      made.

	 	 
	5. 	
      GUARANTEE AND SECURITY
  CONFIRMATION




	5.1 	
      Each Guarantor confirms that, notwithstanding the
      amendments to the Agreement effected by this letter, the guarantee and
      indemnity given under the Agreement continues in full force and effect and
      extends to, and operates as an effective unconditional guarantee of all
      present and future obligations and liabilities of each Obligor under the
      Finance Documents.

	 	 
	5.2 	
      Each Obligor confirms that, notwithstanding the
      amendments to the Agreement effected by this letter, the liabilities and
      obligations arising under the Agreement, as amended, shall form part of
      (but not be limited to) the Security created under the Security Agreements
      to which that Obligor is party to secure any obligation of any Obligor to
      a Finance Party under the Finance Documents.




	RAND MERCHANT BANK
  
	 
	Page 2







 

	6. 	
      MISCELLANEOUS




	6.1 	
      This letter is a Finance Document.

	 	 
	6.2 	
      From the Effective Date, the Agreement and this letter
      will be read and construed as one document.

	 	 
	6.3 	
      Except as expressly otherwise provided in this letter, no
      amendment, variation or change is made to any Finance Document and all the
      Finance Documents remain in full force and effect in accordance with their
      terms.

	 	 
	6.4 	
      Except to the extent expressly waived in this letter, no
      waiver of any provision of any Finance Document is given by the terms of
      this letter and the Finance Parties expressly reserve all their rights and
      remedies in respect of any breach of, or other Default under, the Finance
      Documents.




	7. 	
      COUNTERPARTS

	 	 
		
      This letter may be executed in any number of
      counterparts, each of which when executed shall constitute a duplicate
      original, but all the counterparts together shall constitute one letter.
      Delivery of an executed scanned counterpart of a signature page of this
      letter by e-mail shall be effective as delivery of an original executed
      counterpart hereof.

	 	 
	8. 	
      GOVERNING LAW

	 	 
		
      This letter is governed by the laws of South
    Africa.



If you agree to the above, please sign where indicated below.


Yours sincerely, 

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT
BANK DIVISION) 
(in its capacity as Facility Agent) 

By: 

	/s/ John Ehlers ____________________________ 	/s/ Ziyaad Manie 
	 	 
	Name: 	John Ehlers 	Name: 	Ziyaad Manie 
	 	 	 	 
	Date: 	November 16, 2016 	Date: 	November 16, 2016 



	RAND MERCHANT BANK
  
	 
	Page 3







We agree to the above. 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED


By: 


	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016





	NET1 UEPS TECHNOLOGIES, INC 
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	CASH PAYMASTER SERVICES PROPRIETARY
      LIMITED 
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	RAND MERCHANT BANK
  
	 
	Page 4







 

	EASYPAY PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	MANJE MOBILE ELECTRONIC PAYMENT SERVICES
      PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	MONEYLINE FINANCIAL SERVICES PROPRIETARY
      LIMITED 
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	RAND MERCHANT BANK
  
	 
	Page 5







 

	NET1 FIHRST HOLDINGS PROPRIETARY LIMITED
    
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	NET1 FINANCE HOLDINGS PROPRIETARY LIMITED
    
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	NET1 MOBILE SOLUTIONS PROPRIETARY LIMITED
    
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	RAND MERCHANT BANK
  
	 
	Page 6







 

	NET1 UNIVERSAL ELECTRONIC TECHNOLOGICAL
      SOLUTIONS PROPRIETARY LIMITED 
	By: 	 
	  	 
	/s/ N Pillay 
	 	 
	(who warrants his authority) 
	 	 
	Name: 	N Pillay 
	 	 
	Date: 	Director 



	PRISM HOLDINGS PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	PRISM PAYMENT TECHNOLOGIES PROPRIETARY
      LIMITED 
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	RAND MERCHANT BANK
  
	 
	Page 7







 

	RMT SYSTEMS PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/ Herman G. Kotzé 
	 
	(who warrants his authority) 
	 
	Name: 	Herman G. Kotzé 
	 	 
	Date: 	November 15, 2016 



	RAND MERCHANT BANK
  
	 
	Page 8