Net 1 UEPS Technologies, Inc.: Exhibit 10.89 - Filed by newsfilecorp.com






Exhibit 10.89 


REVOLVING CREDIT FACILITY 
AGREEMENT 

between 

DNI-4PL CONTRACTS PROPRIETARY LIMITED 
(as Borrower)


and 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION)
(as Lender and Agent) 

and 

K2018318388 (SOUTH AFRICA) (RF) PROPRIETARY LIMITED

(as Debt Guarantor) 

 




TABLE OF CONTENTS 

	1 	PARTIES 	1
  
	2 	DEFINITIONS AND
    INTERPRETATION 	1 
	3 	THE
    FACILITY 	24
  
	4 	PURPOSE 	25 
	5 	CONDITIONS OF UTILISATION 	25
  
	6 	UTILISATION 	26 
	7 	REPAYMENT 	27
  
	8 	PREPAYMENT AND
    CANCELLATION 	28 
	9 	INTEREST 	34
  
	10 	INTEREST PERIODS
    	35 
	11 	CHANGES
    TO THE CALCULATION OF INTEREST 	36
  
	12 	FEES 	37 
	13 	EXTENSION 	38
  
	14 	TAX GROSS UP AND
    INDEMNITIES 	39 
	15 	INCREASED
    COSTS 	42
  
	16 	OTHER INDEMNITIES
    	43 
	17 	MITIGATION BY THE FINANCE PARTIES 	44
  
	18 	COSTS AND EXPENSES
    	45 
	19 	REPRESENTATIONS 	46
  
	20 	INFORMATION
    UNDERTAKINGS 	51 
	21 	FINANCIAL
    COVENANTS 	54
  
	22 	GENERAL UNDERTAKINGS
    	57 
	23 	EVENTS OF
    DEFAULT 	64
  
	24 	CHANGES TO THE
    PARTIES 	68 
	25 	ROLE OF
    THE AGENT 	69
  
	26 	CONDUCT OF BUSINESS BY
    THE FINANCE PARTIES 	78 
	27 	SHARING
    AMONG THE FINANCE PARTIES 	79
  
	28 	PAYMENT MECHANICS
    	80 
	29 	SET-OFF 	83
  
	30 	NOTICES 	84 
	31 	CALCULATIONS AND CERTIFICATES 	87
  
	32 	PARTIAL INVALIDITY
    	87 
	33 	REMEDIES
    AND WAIVERS 	88
  
	34 	AMENDMENTS AND
    WAIVERS 	88 
	35 	CONFIDENTIAL INFORMATION 	89
  
	36 	CONFIDENTIALITY OF
    FUNDING RATES AND REFERENCE BANK QUOTATION 	92 
	37 	RENUNCIATION OF BENEFITS 	94








	38
      	COUNTERPARTS
      	94
      
	39
      	WAIVER
      OF IMMUNITY 	94
      
	40
      	SOLE
      AGREEMENT 	95
      
	41
      	NO
      IMPLIED TERMS 	95
      
	42
      	GOVERNING
      LAW 	95
      
	43
      	JURISDICTION
      	95
      


ANNEXURES 

	Annexure A 	CONDITIONS PRECEDENT
    
	Annexure B 	OBLIGOR SECURITY 
	Annexure C 	FORM OF UTILISATION
      REQUEST 
	Annexure D 	FORM OF COMPLIANCE CERTIFICATE 
	Annexure E 	FORM OF IRREVOCABLE LETTER
      OF UNDERTAKING 
	Annexure F 	DISCLOSURE SCHEDULE







1 

	1 	
      PARTIES




	1.1 	
      The Parties to this Agreement are
–




	1.1.1 	
      DNI-4PL Contracts Proprietary Limited, registration
      number 2005/040937/07 (as "Borrower");

	 	 
	1.1.2 	
      FirstRand Bank Limited (acting through its Rand Merchant
      Bank division), registration number 1929/001225/06 (as "Lender" and
      "Agent"); and

	 	 
	1.1.3 	
      K2018318388 (South Africa) (RF) Proprietary Limited,
      registration number 2018/318388/07 (as "Debt
  Guarantor").




	1.2 	
      The Parties agree as set out
below.




	2 	
      DEFINITIONS AND
INTERPRETATION




	2.1 	
      Definitions



In this Agreement – 

	2.1.1 	
      "Acceptable Bank" means
–




	2.1.1.1 	
      the Lender;




	2.1.1.2 	
      a commercial bank or trust company which has a rating of
      Baa2 or higher by Moody's or BBB or higher by Standard & Poor's or
      Fitch, or a comparable rating from a nationally recognised credit rating
      agency;

	 	 
	2.1.1.3 	
      in the case of cash held in South Africa, means the
      FirstRand Bank Limited, Nedbank Limited, Investec Bank Limited, The
      Standard Bank of South Africa Limited and Absa Bank Limited; or

	 	 
	2.1.1.4 	
      any other commercial bank or trust company which has been
      approved as an Acceptable Bank by the Agent;




	2.1.2 	
      "Accounting Reference Date" means the financial
      year end date for the Group being 30 June;

	 	 
	2.1.3 	
      "Accrued Interest" means any interest which has
      accrued on each Loan pursuant to clause 9.1 (Calculation of
      Interest);

	 	 
	2.1.4 	
      "Agreement" means this agreement and its
      Annexures;

	 	 
	2.1.5 	
      "Affiliate" means, in relation to any person, a
      Subsidiary of that person or a Holding Company of that person or any other
      Subsidiary of that Holding Company;







2 

	2.1.6 	
      "AJD" means AJD Holdings Proprietary Limited,
      registration number 1975/004328/07, a private company duly incorporated in
      accordance with the laws of South Africa;

	 	 
	2.1.7 	
      "Asset Value" means the Fair Market Value (net of
      any deferred tax liabilities) of all tangible assets of the Group, which
      shall include cash and cash equivalents but excluding goodwill and other
      intangible assets;

	 	 
	2.1.8 	
      "Auditors" means one of PWC, E&Y, KPMG or
      Deloittes or any other firm approved in advance by the Lender (such
      approval not to be unreasonably withheld or delayed);

	 	 
	2.1.9 	
      "Authorisation" means an authorisation, consent,
      approval, resolution, licence, permit, exemption, filing, notarisation,
      lodgement or registration;

	 	 
	2.1.10 	
      "Availability Period" means the period from and
      including the Fulfilment Date to and including the date falling ninety
      days prior to the Final Repayment Date;

	 	 
	2.1.11 	
      "Available Commitment" means the Commitment less
      –




	2.1.11.1 	
      the amount of its participation in any outstanding Loans;
      and

	 	 
	2.1.11.2 	
      in relation to any proposed Utilisation, the amount of
      any Loans that are due to be repaid or prepaid on or before the proposed
      Utilisation Date;




	2.1.12 	
      "Available Facility" means the aggregate for the
      time being of the Available Commitment;




	2.1.13 	
      "Base Rate" means –




	2.1.13.1 	
      in respect of each Interest Period other than a Broken
      Interest Period, JIBAR; or

	 	 
	2.1.13.2 	
      in respect of any Broken Interest Period, the rate
      calculated with reference to the following
formula:



 

	 	where: 	  
	 	 	 
	 	r 	= 	the Base Rate to be determined in respect of
      that Broken Interest Period; 
	 	 	 	 
	 	r1 	= 	JIBAR Overnight Deposit Rate plus 10 basis
      points; 
	 	 	 	 
	 	r2 	= 	JIBAR; 
	 	 	 	 
		t1 	= 	the number of days applicable to the period for
      which r1 is quoted on the first day of that Broken Interest Period; 
	 	 	 	 
		t2 	= 	the total number of days applicable to the
      period for which r2 is quoted on the first day of that Broken Interest
      Period; and 






3 

	 	t 	= 	the total number of days in that Broken
      Interest Period; 



	2.1.14 	
      "Basel III" means –




	2.1.14.1 	
      the global regulatory framework on bank capital and
      liquidity 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 in the countercyclical capital buffer"
      published by the Basel Committee on Banking Supervision in December 2010,
      each as amended, supplemented or restated;

	 	 
	2.1.14.2 	
      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

	 	 
	2.1.14.3 	
      any further guidance or standards published by the Basel
      Committee on Banking Supervision relating to "Basel
  III";




	2.1.15 	
      "Break Costs" means the amount (if any) determined
      by the Agent by which –




	2.1.15.1 	
      the interest (excluding the Margin) which the Lender
      should have received for the period from the date of receipt of all or any
      part of a Loan or Unpaid Sum to the last day of the current Interest
      Period in respect of that Loan or Unpaid Sum, had the principal amount or
      Unpaid Sum received been paid on the last day of that Interest Period;
      exceeds –

	 	 
	2.1.15.2 	
      the amount which the Lender would be able to obtain by
      placing an amount equal to the principal amount or Unpaid Sum received by
      it on deposit with a leading bank for a period starting on the Business
      Day following receipt or recovery and ending on the last day of the
      current Interest Period;




	2.1.16 	
      "Break Gains" means the amount (if any) determined
      by the Agent by which –




	2.1.16.1 	
      the amount which the Lender would be able to obtain by
      placing an amount equal to the principal amount or Unpaid Sum received by
      it on deposit with a leading bank for a period starting on the Business
      Day following receipt or recovery and ending on the last day of the
      current Interest Period;

	 	 
		
      exceeds –

	 	 
	2.1.16.2 	
      the interest (excluding the Margin) which the Lender
      should have received for the period from the date of receipt of all or any
      part of a Loan or Unpaid Sum to the last day of the current Interest
      Period in respect of that Loan or Unpaid Sum, had
the principal amount or Unpaid Sum received been paid on the
    last day of that Interest Period;








4 

	2.1.17 	
      "Broken Interest Period" means any Interest
      Period, to the extent that such Interest Period is less than three
      Months;

	 	 
	2.1.18 	
      "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;

	 	 
	2.1.19 	
      "Cash and Cash Equivalents" means, in relation to
      a person at any time -





	2.1.19.1 	
      cash in hand or on deposit with: (i) any Acceptable
      Bank;

	 	 
	2.1.19.2 	
      certificates of deposit, maturing within one year after
      the relevant date of calculation, issued by an Acceptable Bank;

	 	 
	2.1.19.3 	
      any investment in marketable obligations issued or
      guaranteed by the government of the United States of America, the UK or
      any member state of the European Economic Area or by an instrumentality or
      agency of any of them having an equivalent credit rating which
  -




	2.1.19.3.1 	
      matures within one year after the date of the relevant
      calculation; and

	 	 
	2.1.19.3.2 	
      is not convertible to any other
  security;




	2.1.19.4 	
      any other debt, security or investment approved by the
      Lender,



in each case, to which any member of
the Group is beneficially entitled at that time and which is capable of being
applied against Gross Senior Debt. For avoidance of doubt it does not include
any asset listed in paragraphs 2.1.19.1 to 2.1.19.4 above which is the subject
of Security, unable to be utilised without the consent of another person; 

	2.1.20 	
      "CDH" means Cliffe Dekker Hofmeyr Inc;

	 	 
	2.1.21 	
      "Cell C" means Cell C Proprietary Limited,
      registration number 1999/007722/07, a private company duly incorporated in
      accordance with the laws of South Africa or any of its
  Affiliates;

	 	 
	2.1.22 	
      "Code" means the US Internal Revenue Code of
      1986;

	 	 
	2.1.23 	
      "Commitment" means ZAR200,000,000;

	 	 
	2.1.24 	
      "Companies Act" means the Companies Act, No 71 of
      2008;

	 	 
	2.1.25 	
      "Compliance Certificate" means a certificate
      substantially in the form set out in Annexure D (Form of Compliance
      Certificate);







5 

	2.1.26 	
      "Conditions Precedent" means all of the documents
      and other evidence listed in (or if no actual document is specified,
      contemplated by) Annexure A (Conditions Precedent);

	 	 
	2.1.27 	
      "Confidential Information" means all information
      relating to the Group, the Finance Documents or the Facility information
      of which a Finance Party becomes aware 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 the Facility from either
–




	2.1.27.1 	
      any member of the Group or any of its advisers;
  or

	 	 
	2.1.27.2 	
      another Finance Party, if the information was obtained by
      that Finance Party directly or indirectly from any member of the Group or
      any of its 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 – 

	2.1.27.3 	
      information that –




	2.1.27.3.1 	
      is or becomes public information other than as a direct
      or indirect result of any breach by that Finance Party of clause 35
      (Confidential Information); or

	 	 
	2.1.27.3.2 	
      is identified in writing at the time of delivery as
      non-confidential by any member of the Group or any of its advisers;
    or

	 	 
	2.1.27.3.3 	
      is known by that Finance Party before the date the
      information is disclosed to it in accordance with paragraphs 2.1.27.1 or
      2.1.27.2 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; and

	 	 
	2.1.27.3.4 	
      any Funding Rate or Reference Bank
  Quotation;




	2.1.28 	
      "Confidentiality Undertaking" means a
      confidentiality undertaking substantially in the recommended form of the
      Loan Market Association or in any other form agreed between the Borrower
      and the Agent;

	 	 
	2.1.29 	
      "Consortium" means, collectively
  –




	2.1.29.1 	
      AJD; and

	 	 
	2.1.29.2 	
      Richmark,







6 

		
      which Consortium is led by Dunn;

	 	 
	2.1.30 	
      "Control" means, in relation to any person, the
      power (whether by way of ownership of shares, proxy, contract, agency or
      otherwise) to –




	2.1.30.1 	
      cast, or control the casting of, 50.1% of the maximum
      number of votes that might be cast at a general meeting of that
    person;

	 	 
	2.1.30.2 	
      hold beneficially 50.1% of the issued share capital
      (excluding any part of that issued share capital that carries no right to
      participate beyond a specified amount in a distribution of either profits
      or capital);

	 	 
	2.1.30.3 	
      appoint or remove all, or the majority, of the directors
      or other equivalent offices of that person; or

	 	 
	2.1.30.4 	
      give directions with respect to the operating and
      financial policies of that person with which the directors or other
      equivalent officers of that person are obliged to
comply;




	2.1.31 	
      "Counter-Indemnity Agreement" means the
      counter-indemnity agreement, dated on or about the Signature Date, between
      the Borrower and the Debt Guarantor;

	 	 
	2.1.32 	
      "Debt Guarantee" means the first-ranking debt
      guarantee, concluded or to be concluded on or about the Signature Date,
      between the Debt Guarantor and the Finance Parties (other than the Debt
      Guarantor) as security for the obligations of the Borrower owed to those
      Finance Parties under the Finance Documents;

	 	 
	2.1.33 	
      "Debt Guarantor Management Agreement" means the
      agreement for the management and administration of the Debt Guarantor,
      concluded or to be concluded on or about the Signature Date, between the
      Debt Guarantor, the Agent, the Borrower and TMF Corporate Services (South
      Africa) Proprietary Limited;

	 	 
	2.1.34 	
      "Default" means an Event of Default or any event
      or circumstance specified in clause 23 (Events of Default) which
      would (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) be an Event of Default;

	 	 
	2.1.35 	
      "Discharge Date" means the date on which
  –




	2.1.35.1 	
      the Facility Outstandings (including without limitation
      contingent liabilities in respect of continuing indemnities under the
      Finance Documents, other than contingent liabilities in respect of
      continuing indemnities in respect of which no claim has been made and
      which remain undischarged) have been fully and finally paid and
      discharged, whether or not as a result of enforcement;
  and







7 

	2.1.35.2 	
      the Lender has no commitment, obligation or liability
      (whether actual or contingent) to lend money or provide other financial
      accommodation to the Borrower under any Finance
Document;




	2.1.36 	
      "Disposal" means a sale, lease, licence, transfer,
      loan or other disposal by a person of any asset, undertaking or business
      (whether by a voluntary or involuntary single transaction or series of
      transactions), and "Dispose" shall have a corresponding
    meaning;

	 	 
	2.1.37 	
      "Disruption Event" means either or both of
  –




	2.1.37.1 	
      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 Facility
      (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

	 	 
	2.1.37.2 	
      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
  –




	2.1.37.2.1 	
      from performing its payment obligations under the Finance
      Documents; or

	 	 
	2.1.37.2.2 	
      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;




	2.1.38 	
      "DNI Retail" means DNI Retail Proprietary Limited,
      registration number 2002/014708/07, a private company duly incorporated in
      accordance with the laws of South Africa;

	 	 
	2.1.39 	
      "Distribution" means, in relation to any company,
      any payment (whether in cash or in specie and whether by way of
      set-off, counterclaim or otherwise) by way of interest or principal
      (whether in respect of an inter-company loan or otherwise), dividend,
      redemption, fee, royalty or other distribution or payment (including by
      way of the repurchase of any shares) by or on behalf of that company to or
      for the account of any direct or indirect shareholder, member, beneficiary
      or partner of that company or any direct or indirect holder of an economic
      or beneficial ownership interest in that company or any person that
      directly or indirectly controls or is controlled by any shareholder,
      member, beneficiary or partner of that company or any holder of an
      economic or beneficial ownership interest in that entity, and the term
      "Distribution" shall include a "distribution", as such term
      is defined in the Companies Act;







8 

	2.1.40 	
      "Dunn" means Andrew James Dunn, identity number
      XXX, an adult South African male;

	 	 
	2.1.41 	
      "EBITDA" means, in respect of any Measurement
      Period, the consolidated operating income of the Group (as determined in
      accordance with IFRS) before the inclusion of the following items
  -




	2.1.41.1 	
      interest charged per the income statement;

	 	 
	2.1.41.2 	
      Tax charged per the income statement;

	 	 
	2.1.41.3 	
      depreciation and amortisation of any intangibles as per
      the income statement;

	 	 
	2.1.41.4 	
      any exceptional, one off, non-recurring or extraordinary
      items;

	 	 
	2.1.41.5 	
      any unrealised gains and losses on any financial
      instrument which is reported through the income statement;

	 	 
	2.1.41.6 	
      any increase or decrease in the foreign currency
      translation reserves accounted for in the income statement;

	 	 
	2.1.41.7 	
      any charge for impairment of goodwill or any reversal of
      any impairment of goodwill charge,



but after inclusion interest accrued
or received as per the income statement, as determined in accordance with IFRS
in each case during such Measurement Period; 

	2.1.42 	
      "EBITDA to Net Senior Interest Ratio" means, in
      respect of any Measurement Period -




	2.1.42.1 	
      EBITDA;

	 	 
	2.1.42.2 	
      divided by Senior Interest
Charged,



in each case for such Measurement
Period; 

	2.1.43 	
      "Environment" means humans, animals, plants and
      all other living organisms including the ecological systems of which they
      form part and the following media –




	2.1.43.1 	
      air (including, without limitation, air within natural or
      man-made structures, whether above or below ground);

	 	 
	2.1.43.2 	
      water (including, without limitation, territorial,
      coastal and inland waters, water under or within land and water in drains
      and sewers); and

	 	 
	2.1.43.3 	
      land (including, without limitation, land under
      water);







9 

	2.1.44 	
      "Environmental Claim" means any claim, proceeding,
      formal notice or investigation by any person in respect of any
      Environmental Law;

	 	 
	2.1.45 	
      "Environmental Law" means any applicable law or
      regulation which relates to –




	2.1.45.1 	
      the pollution or protection of the Environment;

	 	 
	2.1.45.2 	
      harm to or the protection of human health;

	 	 
	2.1.45.3 	
      the conditions of the workplace; or

	 	 
	2.1.45.4 	
      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;




	2.1.46 	
      "Environmental Permits" 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 conducted on or from the properties owned or used
      by any member of the Group;

	 	 
	2.1.47 	
      "Event of Default" means any event or circumstance
      specified as such in clause 23 (Events of Default);

	 	 
	2.1.48 	
      "Exclusivity Agreement" means the master framework
      agreement concluded between ITC and Cell C on 5 August 2016;

	 	 
	2.1.49 	
      "Existing Financial Indebtedness" means any
      Financial Indebtedness existing at the Signature Date and set out in
      Annexure F (Disclosure Schedule) to the extent not increased after
      the Signature Date;

	 	 
	2.1.50 	
      "Facility" means the revolving loan facility made
      available under this Agreement as described in clause 3 (The
      Facility);

	 	 
	2.1.51 	
      "Facility Outstandings" means, at any time, the
      aggregate of the Loans and all and any other amounts due and payable to
      the Lender on account of the Facility, including, without limitation, any
      Break Costs, bona fide claim for damages or restitution and any
      claim as a result of any recovery by the Borrower of a payment or
      discharge on the grounds of preference, and any amounts which would be
      included in any of the above but for any discharge, non-provability or
      unenforceability;

	 	 
	2.1.52 	
      "Fair Market Value" means the value determined or
      confirmed by an independent valuation expert appointed by the Agent,
      acting as an expert and not as an arbitrator (taking into account the
      terms and conditions of the Finance Documents), whose determination will,
      in the absence of manifest error, be final and binding on the
    Parties;







10 

	2.1.53 	
      "Final Repayment Date" means the date falling
      three years after the Fulfilment Date;

	 	 
	2.1.54 	
      "Finance Charges" means, in respect of any
      Measurement Period, all finance costs in respect of any Financial
      Indebtedness whether paid, payable or capitalised, incurred by any member
      of the Group (and calculated on a consolidated basis) in respect of that
      Measurement Period and -




	2.1.54.1 	
      including the interest (but not the capital element) of
      payments in respect of finance leases; and

	 	 
	2.1.54.2 	
      including any commission, fees, discounts and other
      finance payments payable by (and deducting any such amounts payable to)
      any member of the Group under any interest rate hedging
  arrangement,



and so that no amount shall be added
or deducted more than once; 

	2.1.55 	
      "Finance Documents" means
–




	2.1.55.1 	
      this Agreement;

	 	 
	2.1.55.2 	
      the M4J Undertaking;

	 	 
	2.1.55.3 	
      the Security Documents;

	 	 
	2.1.55.4 	
      the Subordination Agreement;

	 	 
	2.1.55.5 	
      each Utilisation Request;

	 	 
	2.1.55.6 	
      each Compliance Certificate;

	 	 
	2.1.55.7 	
      any document amending the Finance Documents listed in
      clauses 2.1.55.1 and 2.1.55.2 above; and

	 	 
	2.1.55.8 	
      any other document designated as such by the Agent and
      the Borrower,



and "Finance Document" means
any one of them, as the context may require; 

	2.1.56 	
      "Finance Party" means the Agent, the Debt
      Guarantor or the Lender and "Finance Parties" means all or some of
      them, as the context may require;

	 	 
	2.1.57 	
      "Financial Covenants" means the financial
      covenants listed in clause 21 (Financial Covenants)
below;

	 	 
	2.1.58 	
      "Financial Indebtedness" means any indebtedness
      for or in respect of –




	2.1.58.1 	
      moneys borrowed;







11 

	2.1.58.2 	
      any amount raised by acceptance under any acceptance
      credit facility or dematerialised equivalent;

	 	 
	2.1.58.3 	
      any amount raised pursuant to any note purchase facility
      or the issue of bonds, notes, debentures, loan stock or any similar
      instrument;

	 	 
	2.1.58.4 	
      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

	 	 
	2.1.58.5 	
      receivables sold or discounted (other than any
      receivables to the extent they are sold on a non-recourse
basis);

	 	 
	2.1.58.6 	
      any amount raised under any other transaction (including
      any forward sale or purchase agreement) of a type not referred to in any
      other clause of this definition having the commercial effect of a
      borrowing;

	 	 
	2.1.58.7 	
      any derivative transaction entered into in connection
      with protection against or benefit from fluctuation in any rate or price
      (and, when calculating the value of any derivative transaction, only the
      marked 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);

	 	 
	2.1.58.8 	
      any amount raised by the issue of shares which are
      redeemable;

	 	 
	2.1.58.9 	
      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 the amount
      of any liability in respect of any guarantee or indemnity for any of the
      items referred to in paragraphs 2.1.58.1 to 2.1.58.9
  above;




	2.1.59 	
      "Fulfilment Date" means the date on which the
      Agent issues the notice contemplated at clause 5.1 (Initial Condition
      Precedent) confirming that the Conditions Precedent have been
      satisfied in form and substance satisfactory to it;

	 	 
	2.1.60 	
      "Funding Rate" means any individual rate notified
      by the Lender to the Agent pursuant to clause 11.4.1.2 (Cost of
      Funds);

	 	 
	2.1.61 	
      "General Notarial Bond" means each general
      notarial bond given by an Obligor in favour of the Debt Guarantor over all
      of the moveable assets of that Obligor, as continuing covering security
      for the obligations of the Borrower to the Debt Guarantor under the
      Finance Documents (including a special power of attorney in favour of CDH
      to pass and lodge that bond for registration with the applicable statutory
      public registry);

	 	 
	2.1.62 	
      "Gross Senior Debt" means all Financial
      Indebtedness of the Group other than Financial Indebtedness which is
      subordinated to the claims of the Finance Parties
in terms of the Subordination Agreement or otherwise on
    terms to the satisfaction of the Agent;








12 

	2.1.63 	
      "Gross Senior Debt to EBITDA Ratio" means in
      respect of any Measurement Period -





	2.1.63.1 	
      Gross Senior Debt as at the last day of the applicable
      Measurement Period;

	 	 
	2.1.63.2 	
      divided by EBITDA for such Measurement
  Period;




	2.1.64 	
      "Group" means –




	2.1.64.1 	
      the Borrower;

	 	 
	2.1.64.2 	
      M4J;

	 	 
	2.1.64.3 	
      DNI Retail;

	 	 
	2.1.64.4 	
      ITC;

	 	 
	2.1.64.5 	
      TSPC;

	 	 
	2.1.64.6 	
      Speckpack;

	 	 
	2.1.64.7 	
      each of the Borrower's direct and indirect Subsidiaries
      or joint venture companies from time to time; and

	 	 
	2.1.64.8 	
      each other person which the Borrower or a Subsidiary of
      the Borrower Controls;




	2.1.65 	
      "Guarantee, Cession and Pledge Agreement" means a
      guarantee, cession and pledge agreement concluded or to be concluded on or
      about the Signature Date between, amongst others, the Borrower, each other
      Obligor and the Debt Guarantor;

	 	 
	2.1.66 	
      "Guarantors" means, collectively
  –




	2.1.66.1 	
      the Original Guarantors; and

	 	 
	2.1.66.2 	
      any person, company or entity which is required to accede
      to the Guarantor Cession and Pledge Agreement and any other Finance
      Document as required in accordance with the provisions of clause 22.21
      (Material Subsidiaries),



and "Guarantor" means any one
of them, as the context may require; 

	2.1.67 	
      "Holding Company" means, in relation to a person,
      any other person in respect of which it is a Subsidiary;

	 	 
	2.1.68 	
      "IFRS" means international accounting standards
      within the meaning of the IAS Regulation 1606/2002 to the extent
      applicable to the relevant financial
statements;







13 

	2.1.69 	
      "Indexed" means, in relation to any amount,
      adjusted annually for inflation in accordance with the consumer price
      index as published from time to time by Statistics SA in Statistical
      Release P0141 (referred to as Headline CPI - All Urban Areas (Primary and
      Secondary), any replacement statistical index published by Statistics SA
      from time to time, or such other index as may be agreed by the Agent and
      the Borrower;

	 	 
	2.1.70 	
      "Insurances" means the insurances obtained or
      maintained by an Obligor;




	2.1.71 	
      "Interest Payment Date" means 31 March, 30
      September, 30 June and 31 December of each year;

	 	 
	2.1.72 	
      "Interest Period" means
–




	2.1.72.1 	
      in relation to a Loan –




	2.1.72.1.1 	
      each successive period of three Months commencing, in
      each case, on (and including) an Interest Payment Date and ending on (but
      excluding) the next Interest Payment Date, provided that
  –




	2.1.72.1.1.1 	
      the first Interest Period shall commence on (and include)
      the Utilisation Date and end on (and exclude) the first Interest Payment
      Date to occur thereafter; and

	 	 
	2.1.72.1.1.2 	
      the last Interest Period shall commence on (and include)
      the Interest Payment Date immediately preceding Final Repayment Date and
      end on (and exclude) the Final Repayment Date;
and




	2.1.72.2 	
      in relation to an Unpaid Sum, each period determined in
      accordance with clause 9.5 (Default
Interest);




	2.1.73 	
      "ITC" means International Tower Corporation
      Proprietary Limited, registration number 2015/421641/07, a private company
      duly incorporated in accordance with the laws of South Africa;

	 	 
	2.1.74 	
      "JIBAR" means, in relation to any Loan the
      applicable Screen Rate –




	2.1.74.1 	
      as of 11:00am on the Quotation Day for the offering of
      deposits in ZAR for a period equal in length to the Interest Period of the
      relevant Loan; or

	 	 
	2.1.74.2 	
      as otherwise determined pursuant to clause 11.1
      (Unavailability of Screen Rate), and if, in either case, that rate
      is less than zero, then JIBAR shall be deemed to be
zero;




	2.1.75 	
      "JIBAR Overnight Deposit Rate" means, in respect
      of a Broken Interest Period –







14 

	2.1.75.1 	
      the applicable Screen Rate; or

	 	 
	2.1.75.2 	
      (if no Screen Rate is available for the relevant Interest
      Period) the arithmetic mean of the rates (rounded upwards to four decimal
      places), as supplied to the Lender 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 ZAR; 

	2.1.76 	
      "Johannesburg Market" means the South African
      interbank market;

	 	 
	2.1.77 	
      "Lender" means RMB;

	 	 
	2.1.78 	
      "Loan" means a loan made or to be made under the
      Facility or the principal amount outstanding for the time being of that
      loan;

	 	 
	2.1.79 	
      "Longstop Date" means 30 June 2018, or such later
      date as the Agent may agree in writing;

	 	 
	2.1.80 	
      "LTM Measurement Date" means the last day of
      March, June, September and December of each
year;




	2.1.81 	
      "LTM Measurement Period" means each period of
      twelve months ending on a LTM Measurement Date, with the first such period
      being the LTM Measurement Period ending on 30 September 2018;

	 	 
	2.1.82 	
      "M4J" means M4Jam Proprietary Limited,
      registration number 2003/011766/07, a private company duly incorporated in
      accordance with the laws of South Africa;

	 	 
	2.1.83 	
      "M4J Undertaking" means the letter of undertaking
      substantially in the form of the certificate set out in Annexure E
      (Form of Irrevocable Letter of Undertaking);

	 	 
	2.1.84 	
      "Margin" means 2.75% per annum;

	 	 
	2.1.85 	
      "Material Adverse Change" means an occurrence or
      circumstances which has or is reasonably be likely to have a material
      adverse effect on–




	2.1.85.1 	
      the business, operations, property, condition (financial
      or otherwise) or prospects of the Borrower, and/or any other Obligor or
      the Group taken as a whole;

	 	 
	2.1.85.2 	
      the ability of any Obligor to perform any of its
      obligations under the Finance Documents; or

	 	 
	2.1.85.3 	
      the validity or enforceability of any of the Finance
      Documents or the validity or enforceability of, or the effectiveness
      ranking of any Security granted or purporting to be granted or the rights
      or remedies of the Finance Parties under any of the Finance
    Documents;







15 

	2.1.86 	
      "Material Subsidiary" means in respect of each
      financial year of the Borrower, any other person, company or entity (other
      than M4J) that –




	2.1.86.1 	
      contributes more than 5% of (i) the EBITDA of the Group
      or (ii) the Asset Value of the Group or (iii) gross turnover of the Group
      in respect of such financial year; and

	 	 
	2.1.86.2 	
      individually contributes less than 5% of (i) the EBITDA
      of the Group or (ii) the Asset Value of the Group or (iii) gross turnover
      of the Group in respect of such financial year but collectively with other
      such members contributes more than 5% of (i) the EBITDA of the Group or
      (ii) the Asset Value of the Group or (iii) gross turnover of the Group in
      respect of such financial year,



such that at all times until the
Discharge Date the Guarantors contribute at least 90% in aggregate of (i) the
EBITDA of the Group and (ii) the Asset Value of the Group and/or (iii) gross
turnover of the Group in respect of such financial year; 

	2.1.87 	
      "Measurement Date" means a LTM Measurement
      Date;

	 	 
	2.1.88 	
      "Measurement Period" means a LTM Measurement
      Period, and where applicable any forecast measurement period as the
      context requires;

	 	 
	2.1.89 	
      "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 –




	2.1.89.1 	
      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;

	 	 
	2.1.89.2 	
      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

	 	 
	2.1.89.3 	
      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; 

	2.1.90 	
      "Net1 SA" means Net1 Applied Technologies South
      Africa Proprietary Limited, registration number 2002/031446/07, a private
      company duly incorporated in accordance with the laws of South
    Africa;

	 	 
	2.1.91 	
      "Net Senior Interest to EBITDA Ratio" means all
      Gross Senior Debt after deducting Cash and Cash
  Equivalents;







16 

	2.1.92 	
      "Net Senior Debt" means all Gross Senior Debt
      after deducting Cash and Cash Equivalents;

	 	 
	2.1.93 	
      "Net Senior Debt to EBITDA Ratio" means in respect
      of any Measurement Period -




	2.1.93.1 	
      Net Senior Debt as at the last day of the applicable
      Measurement Period;

	 	 
	2.1.93.2 	
      divided by EBITDA for such Measurement
  Period;




	2.1.94 	
      "Obligors" means, collectively
–




	2.1.94.1 	
      the Borrower; and

	 	 
	2.1.94.2 	
      each Guarantor,



and "Obligor" means any one of
them, as the context may require; 

	2.1.95 	
      "Original Financial Statements" means the audited
      consolidated financial statements of the Borrower for the financial year
      ended 30 June 2017;

	 	 
	2.1.96 	
      "Original Guarantors" means, collectively
  –




	2.1.96.1 	
      DNI Retail;

	 	 
	2.1.96.2 	
      ITC; and

	 	 
	2.1.96.3 	
      TSPC,



and "Original Guarantor" means
any one of them, as the context may require; 

	2.1.97 	
      "Permitted Distributions" means Distributions made
      by the Borrower to its Shareholders, provided that
–




	2.1.97.1 	
      at the time of the making of the proposed Distribution,
      there is no Default or Event of Default which has occurred and which is
      continuing;

	 	 
	2.1.97.2 	
      a Default or an Event of Default will not occur as a
      result of the proposed Distribution; and

	 	 
	2.1.97.3 	
      at the proposed Distribution date and for two Measurement
      Periods thereafter it will, taking into account the proposed Distribution,
      comply with the requirements of clause 8.8.1 (Amortisation Trigger)
      below;




	2.1.98 	
      "Quotation Day" means, in relation to any period
      for which an interest rate is to be determined, the first day of that
      period unless market practice differs in the Johannesburg Market, in which
      case the Quotation Day will be determined by the Agent in accordance with
      market practice in Johannesburg Market (and if
quotations would normally be given on more than one day, the
    Quotation Day will be the last of those days). 








17 

	2.1.99 	
      "Reference Bank Quotation" means any quotation
      supplied to the Agent by a Reference Bank; 

	  	
       

	2.1.100 	
      "Reference Bank Rate" means the arithmetic mean of
      the rates (rounded upwards to four decimal places) as supplied to the
      Agent at its request by the Reference Banks as the rate at which the
      relevant Reference Banks could borrow funds in the Johannesburg Market in
      ZAR and for the relevant period, were it to do so by asking for and then
      accepting interbank offers for deposits in that currency and for that
      period; or 

	  	
       

	2.1.101 	
      "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 entities as may be appointed by the Agent in consultation with
      the Borrower; 

	  	
       

	2.1.102 	
      "Refinancing" means the repayment, prepayment or
      replacement of the entire Facility funded by way of the incurrence by the
      Borrower, any Affiliate, any other member of the Group and/or any of their
      shareholders of indebtedness from a third-party bank, and
      "Refinance" and "Refinanced" shall be construed accordingly;      

	  	
       

	2.1.103 	
      "Registrable Security Documents" means,
      collectively – 





	2.1.103.1 	each Special Notarial Bond; and 
	 	 
	2.1.103.2 	each General Notarial Bond,



and "Registrable Security
Document" means any one of them, as the context may require; 

	2.1.104 	
      "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; 

	  	
       

	2.1.105 	
      "Repeating Representations" means each of the
      representations set out in clause 19.1 (Status) to clause 19.6
      (Governing Law and Enforcement), clause 19.9 (No
      default), clause 19.10 (No Misleading Information), clause
      19.11 (Financial Statements), clause 19.12 (Pari Passu
      Ranking), clause 19.17 (Authorised Signatures), clause
      19.19 (No Immunity) and clause 19.21 (Anti-corruption and
      Sanctions). 







18 

	2.1.106 	"Representative" means any delegate,
      agent, manager, administrator, nominee, attorney, trustee or custodian;
  
	  	  
	2.1.107 	"Richmark" means Richmark Holdings
      Proprietary Limited, registration number 2000/013818/07, a private company
      duly incorporated in accordance with the laws of South Africa " 
	  	  
	2.1.108 	"Sanctioned Entity" means —
  



	2.1.108.1 	
      a person, country or territory which is listed on a
      Sanctions List or is subject to Sanctions; 

	  	
      

	2.1.108.2 	
      a person which is ordinarily resident in a country or
      territory which is listed on a Sanctions List or is subject to Sanctions;
      





	2.1.109 	"Sanctioned Transaction" means financing
      or providing any credit, directly or indirectly, to -





	2.1.109.1 	
      a Sanctioned Entity; or 

	  	
      

	2.1.109.2 	
      any other person or entity, if the Borrower 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; 

	2.1.110 	"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; 
	  	  
	2.1.111 	"Sanctions Authority" means —
  



	2.1.111.1 	the United Nations; 
	 	 
	2.1.111.2 	the European Union; 
	 	 
	2.1.111.3 	the Council of Europe (founded under the Treaty
      of London, 1946); 
	 	 
	2.1.111.4 	the government of the United States of America;
    
	 	 
	2.1.111.5 	the government of the United Kingdom; 
	 	 
	2.1.111.6 	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; 




19 

	2.1.112 	"Sanctions List" means—




	2.1.112.1 	the Specially Designated Nationals and Blocked
      Persons List maintained by OFAC; 
	  	  
	2.1.112.2 	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; 

	2.1.113 	
      "Screen Rate" means the mid-market rate for
      deposits in ZAR for the relevant period which appears on the Reuters
      Screen SAFEY Page alongside the caption 'Yield' at the applicable
      time (or any replacement Reuters page which displays that rate, or on the
      appropriate page of such other information service which publishes that
      rate from time to time in place of Reuters). If such page or service
      ceases to be available, the Agent may specify another page or service
      displaying the appropriate rate after consultation with the Borrower;
    

	  	
       

	2.1.114 	
      "Security" means a mortgage bond, notarial bond,
      cession in security, charge, pledge, hypothec, lien or other security
      interest securing any obligation of any person or any other agreement or
      arrangement having a similar effect; 

	  	
       

	2.1.115 	
      "Security Documents" means, collectively –
  




	2.1.115.1 	the Debt Guarantee; 
	 	 
	2.1.115.2 	the Counter-Indemnity Agreement; 
	 	 
	2.1.115.3 	the Shareholders Guarantee, Cession and Pledge
      Agreement; 
	 	 
	2.1.115.4 	the Guarantee, Cession and Pledge Agreement;
  
	 	 
	2.1.115.5 	the Registrable Security Documents; 
	 	 
	2.1.115.6 	any document amending the Security Documents
      listed in clause 2.1.115.1 to 2.1.115.5; and 



	2.1.115.7 	any other document designated as such by the
      Agent and the Borrower, 


and "Security Document" means
any one of them, as the context may require; 

	2.1.116 	"Security Structure Documents" means,
      collectively – 






20 

	2.1.116.1 	
      the memorandum of incorporation of the Debt Guarantor;
      

	  	
       

	2.1.116.2 	
      the Debt Guarantor Management Agreement; 

	  	
       

	2.1.116.3 	
      the trust deed, in terms of which the DNI SPV Owner
      Trust, is established (together with the letters of authority issued by
      the Master of the High Court in favour of the trustees of the trust);
    




	2.1.117 	
      "Senior Interest Charged" means, in respect of any
      Measurement Period, Finance Charges charged in relation to Net Senior Debt
      as per the consolidated income statement of the Group, in each case for
      such Measurement Period; 

	  	
       

	2.1.118 	
      "Shareholders" means, collectively –
  




	2.1.118.1 	Net1 SA; and 
	 	 
	2.1.118.2 	each member of the Consortium,



and "Shareholder" means any one
of them as the context may require; 

	
      2.1.119 
	
      "Shareholders Guarantee, Cession and Pledge
      Agreement" means the guarantee, cession and pledge agreement concluded
      or to be concluded on or about the Signature Date between, amongst others,
      the Debt Guarantor and the Shareholders (other than Net1);
  




	2.1.120 	
      "Signature Date" means the date of the signature
      of the Party last signing this Agreement in time; 

	  	
       

	2.1.121 	
      "South Africa" means the Republic of South Africa;
      

	  	
       

	2.1.122 	
      "Special Notarial Bond" means one or more special
      notarial bonds given by the applicable Obligor in favour of the Debt
      Guarantor over specified moveable assets of the applicable Obligor, as
      continuing covering security for the obligations of the Borrower to the
      Debt Guarantor under the Finance Documents (including, in each case, a
      special power of attorney in favour of CDH to pass and lodge that bond for
      registration with the applicable statutory public registry); 

	  	
       

	2.1.123 	
      "Speckpack" means Speckpack Field Services
      Proprietary Limited, registration number 2014/164903/07, a private company
      duly incorporated in accordance with the laws of South Africa; 

	  	
       

	2.1.124 	
      "Subordination Agreement" means the subordination
      agreement concluded or to be concluded on or about the Signature Date
      between, amongst others, the Borrower, M4J, the other Obligors, the
      Shareholders (other than Net1) and the Agent; 







21 

	2.1.125 	
      "Subsidiary" means a 'subsidiary' as
      defined in the Companies Act and shall include any person who would, but
      for not being a 'company' under the Companies Act, qualify as a
      'subsidiary' as defined in the Companies Act; 

	  	
       

	2.1.126 	
      "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); 

	  	
       

	2.1.127 	
      "TSPC" means The Starterpack Company Proprietary
      Limited, registration number 2007/010809/07, a private company duly
      incorporated in accordance with the laws of South Africa; 

	  	
       

	2.1.128 	
      "Unpaid Sum" means any sum due and payable but
      unpaid by the Borrower under the Finance Documents; 

	  	
       

	2.1.129 	
      "Utilisation" means a utilisation of the Facility;
      

	  	
       

	2.1.130 	
      "Utilisation Date" means the date of a
      Utilisation, being the date on which the relevant Loan is to be made;
    

	  	
       

	2.1.131 	
      "Utilisation Request" means a notice substantially
      in the form set out in Annexure C (Form of Utilisation Request);
      

	  	
       

	2.1.132 	
      "VAT" means (i) any value added tax as provided
      for in the Value Added Tax Act, 1991, (ii) any general service tax and
      (iii) any other tax of a similar nature; and 

	  	
       

	2.1.133 	
      "ZAR" means South African Rand, the lawful
      currency of South Africa. 




	2.2 	
      Construction




	2.2.1 	
      Unless a contrary indication appears, any reference in
      this Agreement to –




	2.2.1.1 	
      the "Agent", the "Debt Guarantor", any
      "Finance Party", the "Lender" or any "Party", or any
      other person shall be construed so as to include its successors in title,
      permitted cessionaries and permitted transferees to, or of, its rights
      and/or obligations under the Finance Documents;

	 	 
	2.2.1.2 	
      a document in "agreed form" is a document which is
      previously agreed in writing by or on behalf of the Borrower and the Agent
      or, if not so agreed, is in the form specified by the Agent;

	 	 
	2.2.1.3 	
      "assets" includes present and future properties,
      revenues and rights of every description;







22 

	2.2.1.4 	
      "authority" includes any court or any
      governmental, intergovernmental or supranational body, agency, department
      or any regulatory, self-regulatory or other authority;

	 	 
	2.2.1.5 	
      a "Finance Document" or any other agreement or
      instrument is a reference to that Finance Document or other agreement or
      instrument as amended, novated, supplemented, extended or
  restated;

	 	 
	2.2.1.6 	
      "guarantee" means any guarantee, letter of credit,
      bond, indemnity or similar assurance against loss, or any obligation,
      direct or indirect, actual or contingent, to purchase or assume any
      indebtedness of any person or to make an investment or loan to any person
      or to purchase assets of any person where, in each case, such obligation
      is assumed in order to maintain or assist the ability of such person to
      meet its indebtedness;

	 	 
	2.2.1.7 	
      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;

	 	 
	2.2.1.8 	
      "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;

	 	 
	2.2.1.9 	
      a "person" includes any individual, firm, company,
      corporation, government, state or agency of a state or any association,
      trust, joint venture, consortium, partnership or other entity (whether or
      not having separate legal personality);

	 	 
	2.2.1.10 	
      a "regulation" includes any regulation, rule,
      official directive, request or guideline (whether or not having the force
      of law) of any governmental, intergovernmental or supranational body,
      agency, department or of any regulatory, self-regulatory or other
      authority or organisation;

	 	 
	2.2.1.11 	
      a provision of law is a reference to that provision as
      amended or re-enacted; and

	 	 
	2.2.1.12 	
      a time of day is a reference to Johannesburg
  time.




	2.2.2 	
      The determination of the extent to which a rate is "for a
      period equal in length" to an Interest Period shall disregard any
      inconsistency arising from the last day of that Interest Period being
      determined pursuant to the terms of this Agreement.

	 	 
	2.2.3 	
      Section, clause and Annexures headings are for ease of
      reference only.







23 

	2.2.4 	
      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.

	 	 
	2.2.5 	
      A Default (other than an Event of Default) is
      "continuing" if it has not been remedied or waived and an Event of Default
      is "continuing" if it has not been waived.

	 	 
	2.2.6 	
      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.

	 	 
	2.2.7 	
      Unless inconsistent with the context, an expression in
      any Finance Document which denotes the singular includes the plural and
      vice versa.

	 	 
	2.2.8 	
      The Annexures to any Finance Document form an integral
      part thereof and a reference to a "clause" or a "Annexures"
      is a reference to a clause of, or a annexure to, this Agreement.

	 	 
	2.2.9 	
      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.

	 	 
	2.2.10 	
      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.

	 	 
	2.2.11 	
      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.

	 	 
	2.2.12 	
      Where figures are referred to in numerals and in words in
      any Finance Document, if there is any conflict between the two, the words
      shall prevail.

	 	 
	2.2.13 	
      Unless a contrary indication appears, where any number of
      days is to be calculated from a particular day, such number shall be
      calculated as including that particular day and excluding the last day of
      such period.







24 

	2.3 	
      Third Party Rights




	2.3.1 	
      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.

	 	 
	2.3.2 	
      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.




	3 	
      THE FACILITY




	3.1 	
      The Facility



Subject to the terms of this
Agreement, the Lender makes available to the Borrower a ZAR revolving loan
facility in an aggregate amount equal to the Commitment. 

	3.2 	
      Finance Parties' Rights and
  Obligations




	3.2.1 	
      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.

	 	 
	3.2.2 	
      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 the
      Borrower is a separate and independent debt in respect of which a Finance
      Party shall be entitled to enforce its rights in accordance with clause
      3.2.3 below. 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 the Borrower which
      relates to a Finance Party's participation in the Facility or its role
      under a Finance Document (including any such amount payable to the Agent
      on its behalf) is a debt owing to that Finance Party by the
    Borrower.

	 	 
	3.2.3 	
      A Finance Party may, except as specifically provided in
      the Finance Documents, separately enforce its rights under or in
      connection with the Finance Documents.







25 

	4 	
      PURPOSE




	4.1 	
      Purpose



The Borrower shall apply all amounts
borrowed by it under Facility towards – 

	4.1.1 	
      advancing funding to other members of the Group for the
      purposes of facilitating the acquisition and/or requisitioning of
      telecommunications towers;

	 	 
	4.1.2 	
      allow for the reimbursement of any internally generated
      cashflows utilised by any member of the Group to finance the acquisition
      and/or requisition of telecommunications towers in the current financial
      year ending 30 June 2018; and

	 	 
	4.1.3 	
      paying the transaction costs incurred in respect of the
      drafting of the Finance Documents.




	4.2 	
      Monitoring



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


	5 	
      CONDITIONS OF
UTILISATION




	5.1 	
      Initial Condition
Precedent




	5.1.1 	
      The Borrower may not deliver a Utilisation Request unless
      –




	5.1.1.1 	
      the Agent is satisfied that the Net Senior Debt to EBITDA
      Ratio (normalised) does not exceed 1.50 times, with EBITDA being the pro
      forma last twelve Months EBITDA calculated using the latest management
      accounts of the Borrower on a consolidated basis for the financial quarter
      immediately preceding the Fulfilment Date;

	 	 
	5.1.1.2 	
      all the Conditions Precedent have been delivered to the
      Agent in form and substance satisfactory to the Agent; or

	 	 
	5.1.1.3 	
      to the extent that any Conditions Precedent are not in a
      form and in substance satisfactory to the Agent or have not been
      delivered, the Agent has, by notice in writing to the Borrower, waived or
      deferred delivery of those Conditions Precedent which are not in a form
      and in substance satisfactory to it or which have not been delivered, upon
      such terms and conditions as the Agent may specify in the aforesaid
      notice.




	5.1.2 	
      The Agent shall notify the Borrower and the Lender
      promptly upon being so satisfied.

	 	 
	5.1.3 	
      Each Utilisation Request delivered by the Borrower shall
      be accompanied by a Compliance Certificate confirming compliance with
      clause 21.1 (Financial Condition).







26 

	5.1.4 	
      Other than to the extent that the Lender notifies the
      Agent in writing to the contrary before the Agent gives the notification
      described in clause 5.1.1 above, the Lender authorises (but does not
      require) the Agent to give that notification. The Agent shall not be
      liable for any damages, costs or losses whatsoever as result of giving any
      such notification.




	5.2 	
      Further Conditions
Precedent



The Lender will only be obliged to
comply with clause 6.4 (Lender's Participation) if on the date of the
Utilisation Request and on the proposed Utilisation Date – 

	5.2.1 	
      no Default is continuing or would result from the
      proposed Loan;

	 	 
	5.2.2 	
      no Material Adverse Change has occurred or would result
      from the proposed Loan;

	 	 
	5.2.3 	
      the Repeating Representations are true in all material
      respects;

	 	 
	5.2.4 	
      the Borrower is in compliance with clause 21.1
      (Financial Condition) and the ratio set out in clause 8.8
      (Amortisation Trigger) and will, over the next two Measurement
      Periods following the proposed Utilisation Date, continue to be in
      compliance with the financial covenants set out in clause 21.1
      (Financial Condition) and the ratio set out in clause 8.8.1
      (Amortisation Trigger); and

	 	 
	5.2.5 	
      the Borrower is in compliance with clause 9.4
      (Capitalisation of Interest).




	5.3 	
      If the Conditions Precedent are not fulfilled, deferred
      and/or waived on or before the Longstop Date the Agent (on behalf of the
      Lender) shall be entitled to cancel this Agreement and all of the Finance
      Documents by written notice to the Borrower. Such cancellation shall be
      without prejudice to the Borrower's obligations under clause 17 (Costs
      and Expenses) to pay any costs, fees, expenses or taxes then due and
      payable provided for therein and the provisions of clauses 28 (Payment
      Mechanics) to 43 (Jurisdiction) shall remain in force for such
      purpose.




	6 	
      UTILISATION




	6.1 	
      Delivery of a Utilisation
Request



The Borrower may utilise the Facility
by delivery to the Agent of a duly completed Utilisation Request not later than
10:00am on the day at least three Business Days' prior to the proposed
Utilisation Date, or such other period as consented to in writing by the Agent.


	6.2 	
      Completion of a Utilisation
  Request




	6.2.1 	
      Each Utilisation Request is irrevocable and will not be
      regarded as having been duly completed unless
–







27 

	6.2.1.1 	
      the proposed Utilisation Date is a Business Day within
      the Availability Period; and

	 	 
	6.2.1.2 	
      the currency and amount of the Utilisation comply with
      clause 6.3 (Currency and amount).




	6.2.2 	
      Only one Loan may be requested in each Utilisation
      Request.

	 	 
	6.2.3 	
      Only three Utilisation Requests may be submitted per
      Month.




	6.3 	
      Currency and Amount




	6.3.1 	
      The currency specified in a Utilisation Request must be
      ZAR.

	 	 
	6.3.2 	
      The amount of the proposed Loan must be an amount which
      is not more than the Available Facility and which is a minimum of
      ZAR20,000,000 and in integral multiples of ZAR5,000,000 or, if less, the
      Available Facility.




	6.4 	
      Lender's Participation




	6.4.1 	
      If the conditions set out in this Agreement have been
      met, the Lender shall make each Loan available by the Utilisation
    Date.

	 	 
	6.4.2 	
      The Agent shall notify the Lender of the amount of each
      Loan by 11:00am the Business Day before the proposed Utilisation
    Date.




	6.5 	
      Cancellation of Commitment



Any part of the Commitment which, at
that time, is unutilised shall be immediately cancelled at the end of the
Availability Period. 

	6.6 	
      Consolidation of Loans



If, on an Interest Payment Date, there
is more than one Loan outstanding, then on such Interest Payment Date such Loans
shall be consolidated and treated as a single Loan made under the Facility. 

	7 	
      REPAYMENT




	7.1 	
      Repayment of Loans




	7.1.1 	
      The aggregate outstanding principal amount of the Loans
      shall be repaid by the Borrower to the Agent (for the account of the
      Lender) by the Borrower paying a single bullet payment to the Agent on or
      before the Final Repayment Date. The Loans, all accrued and unpaid
      interest and all other amounts owing by the Borrower to the Lender in
      respect of the Facility shall be paid in full in a single bullet payment
      by no later than the Final Repayment Date.







28 

	7.1.2 	
      The Borrower may, save for the amount of any Loan prepaid
      in respect of any mandatory prepayment, re-borrow the amount of any Loan
      paid, repaid or prepaid.




	8 	
      PREPAYMENT AND
CANCELLATION




	8.1 	
      Illegality

	 	 
		
      If it becomes unlawful in any applicable jurisdiction (i)
      for any Obligor or the Lender to perform any of its obligations as
      contemplated by this Agreement and/or any other Finance Document or (ii)
      for the Lender to fund or maintain its participation in any Loan or it
      becomes unlawful for any Affiliate of the Lender for the Lender to do so
      –




	8.1.1 	
      the Lender or the Borrower (as applicable) shall promptly
      notify the Agent upon becoming aware of that event;

	 	 
	8.1.2 	
      upon the Agent notifying the Borrower or the Lender (as
      applicable), the Available Commitment will be immediately cancelled;
      and

	 	 
	8.1.3 	
      the Borrower shall repay the Facility Outstandings on the
      last day of the Interest Period occurring after the Agent has notified the
      Borrower or the Lender (as applicable) or, if earlier, the date specified
      by the Lender in the notice delivered to the Agent (being no earlier than
      the last day of any applicable grace period permitted by
  law).




	8.2 	
      Change of Control




	8.2.1 	
      If a Change of Control occurs
–




	8.2.1.1 	
      the Borrower shall promptly notify the Agent upon
      becoming aware of that event;

	 	 
	8.2.1.2 	
      the Lender shall not be obliged to fund a Utilisation;
      and

	 	 
	8.2.1.3 	
      if the Lender so requires and notifies the Agent within
      three days of the Borrower notifying the Agent of the event, the Agent
      shall, by not less than three days' notice to the Borrower, cancel the
      Commitment and declare all outstanding Loans, together with accrued
      interest, and all other amounts accrued under the Finance Documents
      immediately due and payable, whereupon the Commitment will be cancelled
      and all outstanding Loans and amounts will become immediately due and
      payable.




	8.2.2 	
      For the purpose of clause 8.2.1 above "Change of
      Control" means –




	8.2.2.1 	
      if Net1 SA, at any time before the Discharge Date,
      increases its shareholding in the Borrower above 50% and thereafter ceases
      directly or indirectly to –







29 

	8.2.2.1.1 	
      have the power (whether by way of ownership of shares,
      proxy, contract, agency or otherwise) to cast or control the casting of,
      at least 50% of votes that might be cast at a general meeting of the
      Borrower; or

	 	 
	8.2.2.1.2 	
      hold beneficially and legally more than 50% of the issued
      share capital of the Borrower (excluding any part of that issued share
      capital that carries no right to participate beyond a specified amount in
      a distribution of either profits or capital);
or




	8.2.2.2 	
      if Net1 SA's shareholding remains unchanged from that
      existing at the Signature Date, it ceases directly or indirectly to
    –




	8.2.2.2.1 	
      have the power (whether by way of ownership of shares,
      proxy, contract, agency or otherwise) to cast or control the casting of,
      at least 49% of votes that might be cast at a general meeting of the
      Borrower; or

	 	 
	8.2.2.2.2 	
      hold beneficially and legally more than 49% of the issued
      share capital of the Borrower (excluding any part of that issued share
      capital that carries no right to participate beyond a specified amount in
      a distribution of either profits or capital);
or




	8.2.2.3 	
      the Consortium ceases directly or indirectly to
  –




	8.2.2.3.1 	
      have the power (whether by way of ownership of shares,
      proxy, contract, agency or otherwise) to cast or control the casting of,
      at least 10% of votes that might be cast at a general meeting of the
      Borrower; or

	 	 
	8.2.2.3.2 	
      hold beneficially and legally more than 10% of the issued
      share capital of the Borrower (excluding any part of that issued share
      capital that carries no right to participate beyond a specified amount in
      a distribution of either profits or capital);
or




	8.2.2.4 	
      subject to clause 8.2.2.1 above, any person or entity or
      any group of persons acting in concert to acquire Control of the
      Borrower.




	8.3 	
      Material Disposal

	 	 
		
      If any Obligor or any other member of the Group Disposes
      of any assets or business which, in the aggregate, contribute more than
      25% of total assets and/or 25% of the latest consolidated EBITDA of the
      Group –




	8.3.1 	
      the Borrower shall promptly notify the Agent upon
      becoming aware of that event;

	 	 
	8.3.2 	
      upon the Agent notifying the Lender, the Available
      Commitment will be immediately cancelled; and







30 

	8.3.3 	
      if the Lender so requires and notifies the Agent within
      three days of the Borrower notifying the Agent of the event, the Agent
      shall, by not less than three days' notice to the Borrower, cancel the
      Commitment and declare all outstanding Loans, together with accrued
      interest, and all other amounts accrued under the Finance Documents
      immediately due and payable, whereupon the Commitment will be cancelled
      and all outstanding Loans and amounts will become immediately due and
      payable.




	8.4 	
      Mandatory prepayment – Insurance
Proceeds

	 	 
		
      If –




	8.4.1 	
      any assets of the Borrower are damaged, lost or
      destroyed; and

	 	 
	8.4.2 	
      the Borrower recovers any proceeds of Insurance in excess
      of ZAR25,000,000 on account of such assets from any insurer, other than
      any amounts recovered as a result of business interruption and/or
      third-party claims ("Insurance
Proceeds"),




	8.5 	
      the Borrower shall by no later than five Business Days of
      receipt of such proceeds, make a mandatory prepayment on account of the
      Facility, in an amount equal to the Insurance Proceeds less any portion
      thereof which the Borrower notifies the Agent is, or is to be, applied in
      the replacement, reinstatement and/or repair of the assets so lost or
      destroyed and/or repair the assets so damaged or otherwise in amelioration
      of the loss in respect of which the relevant insurance claim was made (or
      to reimburse the Borrower for any amount applied in replacing, reinstating
      and/or repairing such assets) ("Excluded Insurance Proceeds") and
      such Excluded Insurance Proceeds are –




	8.5.1.1 	
      committed for such application (as evidenced by a
      resolution of the board of directors of the Borrower which has been passed
      within sixty days of the date of receipt of such Insurance Proceeds);
      and

	 	 
	8.5.1.2 	
      are so applied within one hundred and twenty days of the
      date of receipt or such longer period as may reasonably be required to
      replace, reinstate and/or repair the relevant asset (as reasonably
      determined by the Borrower, on the basis of professional
  advice).




	8.6 	
      Mandatory prepayment – Disposal Proceeds

	 	 
		
      Subject to the provisions of clause 8.3 (Material
      Disposal) above, if –




	8.6.1 	
      any assets or business of the Borrower is Disposed of;
      and

	 	 
	8.6.2 	
      the Borrower recovers any Disposal Proceeds in excess of
      ZAR25,000,000 on account of such Disposal,







31 

	8.7 	
      the Borrower shall by no later than five Business Days of
      receipt of such Disposal Proceeds, make a mandatory prepayment on account
      of the Facility, in an amount equal to the Disposal Proceeds less any
      portion thereof which the Borrower notifies the Agent is, or is to be,
      applied in the replacement of the assets, business or undertaking so
      Disposed of ("Excluded Disposal Proceeds") and such Excluded
      Disposal Proceeds are –




	8.7.1.1 	
      committed for such application (as evidenced by a
      resolution of the board of directors of the Borrower which has been passed
      within sixty days of the date of receipt of such Disposal Proceeds);
      and

	 	 
	8.7.1.2 	
      are so applied within one hundred and twenty days of the
      date of receipt or such longer period as may reasonably be required to
      replace, reinstate and/or repair the relevant asset (as reasonably
      determined by the Borrower, on the basis of professional
  advice).




	8.8 	
      Amortisation Trigger




	8.8.1 	
      The Borrower shall ensure that the Gross Senior Debt to
      EBITDA Ratio for any LTM Measurement Period in column 1 shall not exceed
      the ratio set out in column 2 of the table below opposite that LTM
      Measurement Period:





	Measurement Period 
[Column 1]
    	Ratio 
[Column 2] 

	Ending on Measurement Dates 1 to 4 	0.75 times 
	Ending on Measurement Dates 5 to 8 	0.75 times 
	Each Measurement Period thereafter: 	0.75 times 




	8.8.2 	
      Subject to clause 21.3 (Equity Cure), should the
      Borrower at any time fail to comply with the provisions of clause 8.8.1
      above –




	8.8.2.1 	
      the Borrower shall promptly notify the Agent upon
      becoming aware of that event;

	 	 
	8.8.2.2 	
      upon the Agent notifying the Lender, the Available
      Commitment will be immediately cancelled; and

	 	 
	8.8.2.3 	
      the Borrower shall, with effect from the next Interest
      Payment Date and on each Interest Payment Date thereafter settle the
      Facility Outstandings by making payment to the Agent (for the account of
      the Lender) in equal instalments of capital and interest such that the
      Facility amortises to zero by no later than the Final Repayment
    Date.







32 

	8.8.3 	
      If, at any time, there is a reduction or an increase in
      JIBAR, the Agent shall recalculate the rate applicable to the payments
      made by the Borrower pursuant to clause 8.10.6.2 above and notify the
      Borrower of the revised instalments due.




	8.9 	
      Voluntary Cancellation

	 	 
		
      The Borrower may, if it gives the Agent not less than ten
      Business Days' (or such shorter period as the Lender may agree) prior
      notice, cancel the whole or any part (being a minimum amount of
      ZAR25,000,000) of the Available Facility. Any cancellation under this
      clause 8.3 shall reduce the Commitments of the Lender rateably under the
      Facility




	8.10 	
      Voluntary Prepayment




	8.10.1 	
      The Borrower shall be entitled to voluntarily prepay a
      Loan, provided the procedure set out in this clause 8.10 has been
      followed.

	 	 
	8.10.2 	
      In the event that the Borrower wishes to effect a
      voluntary prepayment of a Loan, or any part thereof from internally
      generated cash flows, then the Borrower shall notify the Agent in writing,
      not less than three Business Days prior to the proposed date (the
      "Voluntary Prepayment Date") of such voluntary prepayment, (the
      "Voluntary Prepayment Amount") the amount it wishes to voluntarily
      prepay (if in part, being an amount that reduces the amount of a Loan by a
      minimum amount of ZAR5,000,000 and in integral multiples of
      ZAR5,000,000).

	 	 
	8.10.3 	
      If such voluntary prepayment is funded through a
      Refinancing, the amount to be prepaid shall be an amount not less than the
      aggregate of the Facility Outstandings and all other amounts payable or to
      become payable by the Borrower on account of such voluntary prepayment
      (including without limitation Breakage Costs and penalties).

	 	 
	8.10.4 	
      On the Voluntary Prepayment Date, the Borrower shall pay
      into the Agent (for the account of the Lender) the Voluntary Prepayment
      Amount.

	 	 
	8.10.5 	
      Any Voluntary Prepayment Amount shall be applied on the
      Voluntary Prepayment Date to prepay a Loan under the Facility (including
      accrued interest) and shall be allocated in accordance with the provisions
      of clause 28.5 (Partial payments) below.

	 	 
	8.10.6 	
      The Borrower shall pay to the Agent (for the account of
      the Lender) a penalty in respect of a Refinancing
–




	8.10.6.1 	
      at any time from and including the first Utilisation Date
      to and including the date falling twelve Months after the first
      Utilisation Date, in an amount equal to 2% of the Facility Outstandings so
      prepaid; and







33 

	8.10.6.2 	
      at any time from and excluding the date falling twelve
      Months after the first Utilisation Date to and including the date falling
      eighteen Months after the first Utilisation Date, in an amount equal to 1%
      of the Facility Outstandings so prepaid,




	8.10.7 	
      provided no such penalty shall be payable in respect of
      the Lender's proportional participation in such Refinancing pursuant to
      its right to match pursuant to clause 8.11 (Lender's right to
      match) below.




	8.11 	
      Lender's right to match

	 	 
		
      The Borrower undertakes in favour of the Agent that if it
      is entering into, or is contemplating entering into a Refinancing then
      –




	8.11.1 	
      the Borrower shall not enter into any Refinancing
      Agreement until it has entered into negotiations with the Lender, the aim
      of which shall be to afford the Lender the opportunity to provide 50% of
      the Refinancing; and

	 	 
	8.11.2 	
      if negotiations conducted in good faith between the
      Borrower and the Lender in connection with such Refinancing have continued
      for a period of sixty days (or such longer period as may be agreed in
      writing between the Borrower and the Agent) and have not resulted in the
      conclusion of an agreement then the Borrower may, following written notice
      from it of its intention to do so, engage in a Refinancing agreement or
      Refinancing agreement with a third-party
financier.




	8.12 	
      Right of Repayment and
  Cancellation




	8.12.1 	
      If –




	8.12.1.1 	
      any sum payable to the Lender by the Borrower is required
      to be increased under clause 14.2.3 (Tax gross-up); or

	 	 
	8.12.1.2 	
      the Lender claims indemnification from the Borrower under
      clause 14.3 (Tax indemnity) or clause 15.1 (Increased
      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 Agent notice of
cancellation of the Commitment and its intention to procure the repayment of the
Loans. 

	8.12.2 	
      On receipt of a notice of cancellation referred to in
      clause 8.12.1 above, the Commitment shall immediately be reduced to
      zero.

	 	 
	8.12.3 	
      On the last day of each Interest Period which ends after
      the Borrower has given notice of cancellation under clause 8.12.1 above
      (or, if earlier, the date specified by the Borrower in that notice), the
      Borrower shall repay the Loans.







34 

	8.13 	
      Restrictions




	8.13.1 	
      Any notice of cancellation or prepayment given under this
      clause 8 shall be irrevocable and, unless a contrary indication appears in
      this Agreement, 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.

	 	 
	8.13.2 	
      Any prepayment under this Agreement shall be made
      together with accrued interest on the amount prepaid and, subject to any
      Break Costs, without premium or penalty.

	 	 
	8.13.3 	
      The Borrower shall not repay or prepay all or any part of
      the Loans or cancel all or any part of the Commitment except at the times
      and in the manner expressly provided for in this Agreement.

	 	 
	8.13.4 	
      No amount of the Commitment cancelled under this
      Agreement may be subsequently reinstated.

	 	 
	8.13.5 	
      If the Agent receives a notice under this clause 8 it
      shall promptly forward a copy of that notice to the affected
  Lender.

	 	 
	8.13.6 	
      If all or part of a Loan is repaid or prepaid and is not
      available for redrawing (other than by operation of clause 5.2 (Further
      conditions precedent)), an amount of the Commitment (equal to the
      amount of the Loan which is repaid or prepaid) will be deemed to be
      cancelled on the date of repayment or
prepayment.




	9 	
      INTEREST




	9.1 	
      Calculation of Interest

	 	 
		
      The rate of interest on each Loan for each Interest
      Period is the percentage rate per annum which is the aggregate of
  –




	9.1.1 	
      the Base Rate; and

	 	 
	9.1.2 	
      the Margin.




	9.2 	
      Payment of Interest

	 	 
	9.3 	
      Subject to clause 9.4 below, the Borrower shall pay
      accrued interest on each Loan on each Interest Payment Date.

	 	 
	9.4 	
      Capitalisation of
interest




	9.4.1 	
      Subject to clause 9.4.2 below, all Accrued Interest shall
      to the extent not paid on the applicable Interest Payment Date, be
      capitalised to that Loan and form part of the outstanding principal for
      that Loan for purposes of the calculation of interest for
  each succeeding Interest Period (until paid in accordance with
    the provisions of this Agreement).








35 

	9.4.2 	
      Capitalisation of Accrued Interest shall not be permitted
      if the Facility Outstandings would, as a result, equal or exceed the
      Commitment, and the Borrower shall in such circumstances pay all Accrued
      Interest on that Interest Payment Date.





	9.5 	
      Default Interest




	9.5.1 	
      If the Borrower fails to pay any amount payable by it
      under a Finance Document on its due date, interest shall accrue on the
      overdue amount from the due date up to the date of actual payment (both
      before and after judgment) at a rate which, subject to clause 9.5.2 below,
      is 2% per annum higher than the rate which would have been payable if the
      overdue amount had, during the period of non-payment, constituted a Loan
      in the currency of that Unpaid Sum for successive Interest Periods, each
      of a duration selected by the Agent (acting reasonably). Any interest
      accruing under this clause 9.5 shall be immediately payable by the
      Borrower on demand by the Agent.

	 	 
	9.5.2 	
      If any overdue amount consists of all or part of a Loan
      which became due on a day which was not the last day of an Interest Period
      relating to that Loan –




	9.5.2.1 	
      the first Interest Period for that overdue amount shall
      have a duration equal to the unexpired portion of the current Interest
      Period relating to that Loan; and

	 	 
	9.5.2.2 	
      the rate of interest applying to the overdue amount
      during that first Interest Period shall be 2% per annum higher than the
      rate which would have applied if the overdue amount had not become
    due.




	9.5.3 	
      Default interest (if unpaid) arising on any overdue
      amount will be compounded with the overdue amount at the end of each
      Interest Period applicable to that overdue amount but will remain
      immediately due and payable.




	9.6 	
      Notification of Rates of
Interest




	9.6.1 	
      The Agent shall promptly notify the Lender and the
      Borrower of the determination of a rate of interest under this
      Agreement.

	 	 
	9.6.2 	
      The Agent shall promptly notify the Borrower of each
      Funding Rate relating to a Loan.




	10 	
      INTEREST PERIODS




	10.1 	
      Non-Business Days

	 	 
		
      If an Interest Period would otherwise end on a day which
      is not a Business Day, that Interest Period will instead end on the next
      Business Day in that calendar month (if there is one) or the preceding
      Business Day (if there is not).







36 

	11 	
      CHANGES TO THE CALCULATION OF
  INTEREST




	11.1 	
      Unavailability of Screen
Rate




	11.1.1 	
      If no Screen Rate is available for JIBAR for (i) ZAR or
      (ii) the Interest Period of a Loan, the applicable JIBAR shall be the
      Reference Bank Rate as of noon on the Quotation Day and for a period equal
      in length to the Interest Period of that Loan.

	 	 
	11.1.2 	
      If clause 11.1.1 above applies but no Reference Bank Rate
      is available for ZAR or the relevant Interest Period there shall be no
      JIBAR for that Loan and clause 11.4 (Cost of funds) shall apply to
      that Loan for that Interest Period.




	11.2 	
      Calculation of Reference Bank
  Rate




	11.2.1 	
      Subject to clause 11.2.2 below, if JIBAR is to be
      determined on the basis of a Reference Bank Rate but a Reference Bank does
      not supply a quotation by noon on the Quotation Day, the Reference Bank
      Rate shall be calculated on the basis of the quotations of the remaining
      Reference Banks.

	 	 
	11.2.2 	
      If at or about noon on the Quotation Day, none or only
      one of the Reference Banks supplies a quotation, there shall be no
      Reference Bank Rate for the relevant Interest
Period.




	11.3 	
      Market Disruption

	 	 
		
      If before close of business in Johannesburg on the
      Quotation Day the Agent receives notifications from the Lender that the
      cost to it of funding any Loan, from whatever source it may reasonably
      select, would be in excess of JIBAR then clause 11.4 (Cost of
      funds) shall apply to that Loan for the relevant Interest
    Period.

	 	 
	11.4 	
      Cost of Funds




	11.4.1 	
      If this clause 11.4 applies, the rate of interest on each
      Loan for the relevant Interest Period shall be the percentage rate per
      annum which is the sum of –




	11.4.1.1 	
      the Margin; and

	 	 
	11.4.1.2 	
      the rate notified to the Agent by the Lender as soon as
      practicable and in any event by close of business on the date falling
      three Business Days after the Quotation Day, to be that which expresses as
      a percentage rate per annum the cost to the Lender of funding that Loan
      from whatever source it may reasonably select.




	11.4.2 	
      If this clause 11.4 applies and the Agent or the Borrower
      so requires, the Agent (on behalf of the Lender) and the Borrower shall
      enter into negotiations (for a period of not more than thirty days) with a
      view to agreeing a substitute basis for determining the rate of
      interest.







37 

	11.4.3 	
      Any alternative basis agreed pursuant to clause 11.4.2
      above shall, with the prior consent of the Agent and the Borrower, be
      binding on all Parties.

	 	 
	11.4.4 	
      If this clause 11.4 applies pursuant to clause 11.3
      (Market disruption) and –




	11.4.4.1 	
      the Lender's Funding Rate is less than JIBAR;
or

	 	 
	11.4.4.2 	
      the Lender does not supply a quotation by the time
      specified in clause 11.4.1.2 above,



the cost to the Lender of funding that
Loan for that Interest Period shall be deemed, for the purposes of clause 11.4.1
above, to be JIBAR. 

	11.5 	
      Notification to Borrower

	 	 
		
      If clause 11.4 (Cost of funds) applies the Agent
      shall, as soon as is practicable, notify the
Borrower.




	11.6 	
      Break Costs and Break
Gains




	11.6.1 	
      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 paid by the Borrower on a
      day other than the last day of an Interest Period for that Loan or Unpaid
      Sum.

	 	 
	11.6.2 	
      The Agent (on behalf of the Lender) shall credit to the
      Borrower a sum equal to the Break Gains applicable to any prepayment made
      by the Borrower, provided that the Lender shall not be obliged to credit
      such Break Gains to the Borrower where such Break Gains are realised as a
      consequence of any prepayment of a Loan due to an Event of Default or
      breach by the Obligors (or any of them) of any provision of the Finance
      Documents to which they are a party.

	 	 
	11.6.3 	
      The Agent (on behalf of the Lender) shall, as soon as
      reasonably practicable after a demand by the Borrower, provide a
      certificate confirming in reasonable detail the amount of its Break Costs
      or Break Gains (as applicable) for any Interest Period in which they
      accrue




	12 	
      FEES




	12.1 	
      Deal Origination Fee




	12.1.1 	
      The Borrower shall pay the Agent (for the account of the
      Lender) a non-refundable deal origination fee equal to ZAR2,000,000 (plus
      VAT thereon) ("Deal Origination Fee").







38 

	12.1.2 	
      The Deal Origination Fee is due on the Signature Date and
      payable on the earlier of (i) the first Utilisation Date or (ii) the
      Longstop Date.




	12.2 	
      Commitment Fee




	12.2.1 	
      The Borrower shall pay to the Agent (for the account of
      the Lender) a fee computed at the rate of 1% per annum (plus VAT thereon)
      on the Available Commitment for the period from (and including) the
      Signature Date to and (including) the last day of the Availability
      Period.

	 	 
	12.2.2 	
      The accrued commitment fee is payable on the last day of
      each successive period of three Months which ends during the Availability
      Period, on the last day of the Availability Period and, if cancelled in
      full, on the cancelled amount of the Commitment at the time the
      cancellation is effective.




	12.3 	
      Agency Fee




	12.3.1 	
      The Borrower shall pay to the Agent (for its own account)
      an agency fee ("Agency Fee") in an amount not exceeding ZAR100,000
      per annum (Indexed) provided that no agency fee shall be payable for so
      long as there is only one Lender under the Finance Documents.

	 	 
	12.3.2 	
      The Agency Fee shall become due on the date that a New
      Lender (as defined in clause 24 (Changes to the Parties) below)
      becomes a party to the Finance Documents ("Transfer Date") but
      shall be payable –




	12.3.2.1 	
      firstly, 30 days after the Transfer Date; and

	 	 
	12.3.2.2 	
      thereafter, annually on each anniversary of the Transfer
      Date.




	13 	
      EXTENSION




	13.1 	
      The Borrower may request in writing that the Final
      Repayment Date be extended for a further period of three years by giving
      notice to the Agent no less than forty-five Business Days prior to the
      Final Repayment Date.

	 	 
	13.2 	
      The Agent shall give written notice of the Lender's
      decision as to whether or not it is willing to offer such extension to the
      Borrower on such terms as it may determine, by no later than fifteen
      Business Days prior to the Final Repayment Date unless otherwise agreed by
      the Agent in writing.

	 	 
	13.3 	
      If the written notice is not given timeously by the
      Agent, the Facility shall expire on the Final Repayment
  Date.







39 

	13.4 	
      If the Agent (on behalf of the Lender) consents to an
      Extension, the Lender shall be entitled to charge and the Borrower shall
      be obliged to pay a structuring and execution fee in respect of such
      extension of the Facility.

	 	 
	13.5 	
      Any Extension shall be subject to the Lender obtaining
      internal approvals including, without limitation, from its credit
      committee.




	14 	
      TAX GROSS UP AND
INDEMNITIES




	14.1 	
      Definitions




	14.1.1 	
      In this Agreement –




	14.1.1.1 	
      "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;

	 	 
	14.1.1.2 	
      "Tax Credit" means a credit against, relief or
      remission for, or repayment of any Tax;

	 	 
	14.1.1.3 	
      "Tax Deduction" means a deduction or withholding
      for or on account of Tax from a payment under a Finance Document;
    and

	 	 
	14.1.1.4 	
      "Tax Payment" means either the increase in a
      payment made by the Borrower to a Finance Party under clause 14.2 (Tax
      gross-up) or a payment under clause 14.3 (Tax
  indemnity).




	14.1.2 	
      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.




	14.2 	
      Tax Gross-Up




	14.2.1 	
      The Borrower shall make all payments to be made by it
      without any Tax Deduction, unless a Tax Deduction is required by
    law.

	 	 
	14.2.2 	
      The Borrower shall promptly upon becoming aware that it
      must make a Tax Deduction (or that there is any change in the rate or the
      basis of a Tax Deduction) notify the Agent accordingly. Similarly, the
      Lender shall notify the Agent on becoming so aware in respect of a payment
      payable to the Lender. If the Agent receives such notification from the
      Lender it shall notify the Borrower.

	 	 
	14.2.3 	
      If a Tax Deduction is required by law to be made by the
      Borrower, the amount of the payment due from the Borrower 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.








40 

	14.2.4 	
      If the Borrower is required to make a Tax Deduction, it
      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.

	 	 
	14.2.5 	
      Within thirty days of making either a Tax Deduction or
      any payment required in connection with that Tax Deduction, the Borrower
      shall deliver to the 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.





	14.3 	
      Tax Indemnity




	14.3.1 	
      The Borrower shall (within three Business Days of demand
      by the Agent) 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 or indirectly) suffered for or on account of Tax by that
      Protected Party in respect of a Finance Document.

	 	 
	14.3.2 	
      Clause 14.1.1 above shall not apply
–




	14.3.2.1 	
      with respect to any Tax assessed on a Finance Party 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, 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; or

	 	 
	14.3.2.2 	
      to the extent a loss, liability or cost is compensated
      for by an increased payment under clause 14.2 (Tax
  gross-up).




	14.3.3 	
      A Protected Party making, or intending to make a claim
      under clause 14.3.1 above shall promptly notify the Agent of the event
      which will give, or has given, rise to the claim, following which the
      Agent shall notify the Borrower.

	 	 
	14.3.4 	
      A Protected Party shall, on receiving a payment from the
      Borrower under this clause 14.3, notify the
Agent.




	14.4 	
      Tax Credit

	 	 
		
      If the Borrower makes a Tax Payment and the relevant
      Finance Party determines that –







41 

	14.4.1 	
      a Tax Credit is attributable to an increased payment of
      which that Tax Payment forms part, or to that Tax Payment or to a Tax
      Deduction in consequence of which that Tax Payment was required;
  and

	 	 
	14.4.2 	
      that Finance Party has obtained, utilised and retained
      that Tax Credit,

	 	 
	
      14.4.3 
	the Finance Party shall pay an amount to the Borrower
      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 Borrower.



	14.5 	
      Stamp Taxes

	 	 
		
      The Borrower 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 Finance Party incurs in
      relation to all stamp duty, registration and other similar Taxes payable
      in respect of any Finance Document.




	14.6 	
      Value Added Tax




	14.6.1 	
      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 14.6.2 below,
      if VAT is or becomes chargeable on any supply made by any Finance Party to
      any Party under a Finance Document and such Finance Party is required to
      account to the relevant tax authority for the VAT, that Party must pay to
      such 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 the
      VAT (and such Finance Party must promptly provide an appropriate VAT
      invoice to that Party).

	 	 
	14.6.2 	
      If VAT is or becomes chargeable on any supply made by any
      Finance Party (the "Supplier") to any other Finance Party
      ("Recipient") under a Finance Document, and any Party other than
      the Recipient ("Relevant Party") is required by the terms of any
      Finance Document to pay an amount equal to the consideration for that
      supply to the Supplier (rather than being required to reimburse or
      indemnify the Recipient in respect of that consideration) (where the
      Supplier is the person required to account to the relevant tax authority
      for the VAT) the Relevant Party must also pay to the Supplier (at the same
      time as paying that amount) an additional amount equal to the amount of
      the VAT. The Recipient must (where this clause 14.6.2 applies) promptly
      pay the Relevant Party an amount equal to any credit or repayment the
      Recipient receives from the relevant tax authority which the Recipient
      reasonably determines relates to the VAT chargeable on that
  supply.







42 

	14.6.3 	
      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.




	15 	
      INCREASED COSTS




	15.1 	
      Increased Cost




	15.1.1 	
      Subject to clause 15.3 (Exceptions) the Borrower
      shall, within three Business Days of a demand by the Agent, pay for the
      account of a Finance Party the amount of any Increased Costs incurred by
      that Finance Party or any of its Affiliates as a result of (i) the
      introduction of or any change in (or in the interpretation, administration
      or application of) any law or regulation or (ii) compliance with any law
      or regulation made after the Signature Date or (iii) the implementation or
      application of or compliance with Basel III or any other law or regulation
      which implements Basel III (whether such implementation, application or
      compliance is by a government entity, a regulator, a Finance Party or any
      of its Affiliates)..

	 	 
	15.1.2 	
      In this Agreement "Increased Costs" means
  –




	15.1.2.1 	
      a reduction in the rate of return from the Facility or on
      a Finance Party's (or its Affiliate's) overall capital;

	 	 
	15.1.2.2 	
      an additional or increased cost; or

	 	 
	15.1.2.3 	
      a reduction of any amount due and payable under any
      Finance Document,



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

	15.2 	
      Increased Cost Claims




	15.2.1 	
      A Finance Party intending to make a claim pursuant to
      clause 15.1 (Increased costs) shall notify the Agent of the event
      giving rise to the claim, following which the Agent shall promptly notify
      the Borrower.

	 	 
	15.2.2 	
      Each Finance Party shall, as soon as practicable after a
      demand by the Agent, provide a certificate confirming the amount of its
      Increased Costs.




	15.3 	
      Exceptions




	15.3.1 	
      Clause 15.1 (Increased costs) does not apply to
      the extent any Increased Cost is –







43 

	15.3.1.1 	
      attributable to a Tax Deduction required by law to be
      made by the Borrower;

	 	 
	15.3.1.2 	
      compensated for by clause 14.3 (Tax indemnity) (or
      would have been compensated for under clause 14.3 (Tax indemnity)
      but was not so compensated solely because any of the exclusions in
      clause 14.3.2 (Tax indemnity) applied); or

	 	 
	15.3.1.3 	
      attributable to the wilful breach by the relevant Finance
      Party or its Affiliates of any law or
regulation.




	15.3.2 	
      In this clause 15.3, a reference to a "Tax
      Deduction" has the same meaning given to that term in clause 14.1
      (Definitions).




	16 	
      OTHER INDEMNITIES




	16.1 	
      Currency Indemnity




	16.1.1 	
      If any sum due from an Obligor under the Finance
      Documents ("Sum"), or any order, judgment or award given or made in
      relation to a Sum, has to be converted from the currency ("First
      Currency") in which that Sum is payable into another currency
      ("Second Currency") for the purpose of
–




	16.1.1.1 	
      making or filing a claim or proof against that Obligor;
      or

	 	 
	16.1.1.2 	
      obtaining or enforcing an order, judgment or award in
      relation to any litigation or arbitration
proceedings,



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

	16.1.2 	
      The Borrower 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.




	16.2 	
      Other Indemnities



The Borrower shall within three
Business Days of demand, indemnify each Finance Party against and shall pay to
each such Finance Party any cost, loss or liability incurred by that Finance
Party as a result of – 

	16.2.1 	
      the occurrence of any
Default;







44 

	16.2.2 	
      a failure by any Obligor to pay any amount due under a
      Finance Document on its due date, including without limitation, any cost,
      loss or liability arising as a result of clause 27 (Sharing among the
      Finance Parties);

	 	 
	16.2.3 	
      funding, or making arrangements to fund a Loan 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 default or negligence by that Finance Party alone);
      or

	 	 
	16.2.4 	
      a Loan (or part of a Loan) not being prepaid in
      accordance with a notice of prepayment given by the
  Borrower.




	16.3 	
      Indemnity to the Agent

	 	 
		
      The Borrower shall promptly indemnify the Agent against
      and shall pay to the Agent any cost, loss or liability incurred by the
      Agent as a result of –




	16.3.1 	
      investigating or taking any other action in connection
      with any event which, based on the advice of any person referred to in
      clause 16.3.5 below, it reasonably concludes to be a Default;

	 	 
	16.3.2 	
      any failure by the Borrower to comply with its
      obligations under clause 17 (Costs and Expenses);

	 	 
	16.3.3 	
      any default by the Borrower in the performance of any of
      the other obligations expressed to be assumed by it in the Finance
      Documents;

	 	 
	16.3.4 	
      the exercise of any of the rights, powers, discretions,
      authorities and remedies vested in the Agent by the Finance Documents or
      by law;

	 	 
	16.3.5 	
      instructing lawyers, accountants, tax advisers, surveyors
      or other professional advisers or experts as permitted under this
      Agreement; or

	 	 
	16.3.6 	
      acting or relying on any notice, request or instruction
      which it reasonably believes to be genuine, correct and appropriately
      authorised.




	17 	
      MITIGATION BY THE FINANCE
PARTIES




	17.1 	
      Mitigation




	17.1.1 	
      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 8.1
      (Illegality), clause 13 (Tax gross-up and Indemnities) or
      clause 15 (Increased Costs) including (but not limited to)
      transferring its rights and obligations under the Finance Documents to an
      Affiliate.







45 

	17.1.2 	
      Clause 17.1.1 above does not in any way limit the
      obligations of the Borrower under the Finance
Documents.




	17.2 	
      Limitation of
Liability




	17.2.1 	
      The Borrower shall promptly indemnify each Finance Party
      against and shall pay to each such Finance Party all costs and expenses
      reasonably incurred by that Finance Party as a result of steps taken by it
      under clause 17.1 (Mitigation).

	 	 
	17.2.2 	
      A Finance Party is not obliged to take any steps under
      clause 17.1 (Mitigation) if, in the opinion of that Finance Party
      (acting reasonably), to do so might be prejudicial to
it.




	18 	
      COSTS AND EXPENSES




	18.1 	
      Transaction Expenses

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




	18.1.1 	
      this Agreement and any other documents referred to in
      this Agreement; and

	 	 
	18.1.2 	
      any other Finance Documents executed after the Signature
      Date.




	18.2 	
      Amendment Costs



If – 

	18.2.1 	
      the Borrower requests an amendment, waiver or consent;
      or

	 	 
	18.2.2 	
      there is any change in law or any regulation which
      requires an amendment, waiver or consent under the Finance
    Documents,




	18.2.3 	
      the Borrower shall, within three Business Days of demand,
      reimburse each Finance Party for the amount of all costs and expenses
      (including legal fees) reasonably incurred by that Finance Party in
      connection with evaluating, negotiating or complying with any such request
      or requirement.







46 

	18.3 	
      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 judgement) incurred by that Finance Party in
      connection with the enforcement of, or the preservation of any rights
      under, any Finance Document.




	19 	
      REPRESENTATIONS

	 	 
		
      The Borrower makes the representations and warranties set
      out in this clause 19 to each Finance Party on the Signature
  Date.




	19.1 	
      Status




	19.1.1 	
      Each Obligor is a corporation, duly incorporated and
      validly existing under the laws of its jurisdiction of
    incorporation.

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




	19.2 	
      Binding Obligations

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




	19.3 	
      Non-Conflict with other Obligations

	 	 
		
      The entry into and performance by each Obligor of, and
      the transactions contemplated by, the finance documents do not and will
      not conflict with –




	19.3.1 	
      any law or regulation applicable to it;

	 	 
	19.3.2 	
      its constitutional documents; or

	 	 
	19.3.3 	
      any agreement or instrument binding upon it or any of its
      subsidiaries or any of its or any of its subsidiaries'
  assets.




	19.4 	
      Power and Authority

	 	 
		
      Each Obligor has the power to enter into, perform and
      deliver, and has taken all necessary action to authorise its entry into,
      performance and delivery of, the Finance Documents and the transactions
      contemplated by those Finance Documents.

	 	 
	19.5 	
      Validity and Admissibility in Evidence

	 	 
		
      All authorisations required or desirable
  –







47 

	19.5.1 	
      to enable each Obligor lawfully to enter into, exercise
      its rights and comply with its obligations in the Finance
  Documents;

	 	 
	19.5.2 	
      to make the Finance Documents admissible in evidence in
      each Obligor's original jurisdiction; and

	 	 
	19.5.3 	
      for the conduct of the business, trade and ordinary
      activities by each member of the Group,



have been obtained or effected and are
in full force and effect. 

	19.6 	
      Governing Law and
Enforcement




	19.6.1 	
      The choice of South African law as the governing law of
      the Finance Documents will be recognised and enforced in its jurisdiction
      of incorporation.

	 	 
	19.6.2 	
      Any judgment obtained in South Africa in relation to a
      Finance Document will be recognised and enforced in its jurisdiction of
      incorporation.




	19.7 	
      Deduction of Tax

	 	 
		
      No Obligor is required to make any Tax Deduction (as
      defined in clause 14.1 (Definitions) from any payment it may make
      under any Finance Document.

	 	 
	19.8 	
      No Filing or Stamp Taxes

	 	 
		
      Under the law of its jurisdiction of incorporation it is
      not necessary that the Finance Documents be filed, recorded or enrolled
      with any court or other authority in that jurisdiction or that any stamp,
      registration or similar tax be paid on or in relation to the Finance
      Documents or the transactions contemplated by the Finance
  Documents.

	 	 
	19.9 	
      No Default




	19.9.1 	
      No Event of Default is continuing or might reasonably be
      expected to result from the entry into, or the performance of any
      transaction contemplated by, the Finance Documents.

	 	 
	19.9.2 	
      No other event or circumstance is outstanding which
      constitutes a default under any other agreement or instrument which is
      binding on it or any other Obligor or to which its (or any other
      Obligor's) assets are subject which might result in a Material Adverse
      Change.







48 

	19.10 	
      No Misleading
Information




	19.10.1 	
      Any factual information provided by or on behalf of the
      Borrower and each other Obligor was true and accurate in all material
      respects as at the date it was provided or as at the date (if any) at
      which it is stated.

	 	 
	19.10.2 	
      Nothing has occurred or been in relation to the Finance
      Documents and the transactions contemplated under the Finance Documents
      and no information has been given or withheld that results in the
      information provided in connection with the Finance Documents being untrue
      or misleading in any material respect.

	 	 
	19.10.3 	
      All other written information provided by or on behalf of
      the Borrower (including its advisors) and each other Obligor to a Finance
      Party under or in connection with the Finance Documents was true, complete
      and accurate in all material respects as at the date it was provided and
      is not misleading in any respect.




	19.11 	
      Financial Statements




	19.11.1 	
      Its Original Financial Statements were prepared in
      accordance with IFRS consistently applied.

	 	 
	19.11.2 	
      Its Original Financial Statements give a true and fair
      view and present its financial condition as at the end of the relevant
      financial year and its results of operations during the relevant financial
      year.

	 	 
	19.11.3 	
      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 date on which the Original Financial
      Statements were submitted to the Agent.




	19.12 	
      Pari Passu Ranking

	 	 
		
      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.

	 	 
	19.13 	
      No Proceedings




	19.13.1 	
      No litigation, arbitration or administrative proceedings
      of or before any court, arbitral body or agency which, if adversely
      determined, might reasonably be expected to result in a Material Adverse
      Change has or have (to the best of its knowledge and belief) been started
      or threatened against it or any other member of the Group.

	 	 
	19.13.2 	
      No judgment or order of a court, arbitral body or agency
      which might reasonably be expected to result in a Material Adverse Change
      has (to the best of its knowledge and belief) been made against it or any
      other member of the Group.







49 

	19.14 	
      Insolvency and Financial
Distress




	19.14.1 	
      No –




	19.14.1.1 	
      corporate action, legal proceeding or other procedure or
      step described in clause 22.11 (Insolvency and business rescue
      proceedings); or

	 	 
	19.14.1.2 	
      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 22.10 (Insolvency) applies to a member of the
      Group.




	19.14.2 	
      Neither it nor any member of the Group is 'Financially
      Distressed' (as defined in the Companies
Act).




	19.15 	
      No Breach of Laws




	19.15.1 	
      It has not (and no other member of the Group has)
      breached any law or regulation which breach has or is reasonably likely to
      result in a Material Adverse Change.

	 	 
	19.15.2 	
      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 are reasonably likely to
      result in a Material Adverse Change.




	19.16 	
      Environmental Laws




	19.16.1 	
      Each member of the Group is in compliance with clause
      21.2 (Environmental compliance) and to the best of its knowledge
      and belief (having made due and careful enquiry) no circumstances have
      occurred which would prevent such compliance in a manner or to an extent
      which has or is reasonably likely to result in a Material Adverse
      Change.

	 	 
	19.16.2 	
      No Environmental Claim has been commenced 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 is
      reasonably likely, if determined against that member of the Group, to
      result in a Material Adverse Change.




	19.17 	
      Authorised Signatures

	 	 
		
      Any person specified as its authorised signatory under
      the Finance Documents or clause 20.5.4.2 (Information –
      miscellaneous) is authorised to sign Utilisation Requests and other
      notices on its behalf.

	 	 
	19.18 	
      Accounting Reference Date

	 	 
		
      Its Accounting Reference Date is 30
  June.







50 

	19.19 	
      No Immunity

	 	 
		
      In any proceedings taken in South Africa or in any other
      jurisdiction, no Obligor will be entitled to claim for itself or any of
      its assets immunity from suit, execution, attachment or other legal
      process in relation to any Finance Document.

	 	 
	19.20 	
      Material Subsidiaries




	19.20.1 	
      It and each other member of the Group (other than M4J and
      Speckpack) which holds a direct interest in a Material Subsidiary has
      provided or will provide (as the case may be) the Security in the form and
      at the time as required under clause 22.21 (Material
      Subsidiaries).

	 	 
	19.20.2 	
      The aggregate contribution of the Guarantors (i) the
      EBITDA of the Group and (ii) the Asset Value of the Group and/or (iii)
      gross turnover of the Group is at least 90%.




	19.21 	
      Anti-corruption and
Sanctions




	19.21.1 	
      No Obligor or other member of the Group
  —




	19.21.1.1 	
      is (or will) finance or make 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;

	 	 
	19.21.1.2 	
      is contributing or will contribute or otherwise make
      available funds 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; and




	19.21.1.3 	
      to the best of its knowledge and belief
  —




	19.21.1.3.1 	
      has been or is targeted under any Sanctions; or

	 	 
	19.21.1.3.2 	
      has violated or is violating any applicable
    Sanctions.




	19.21.2 	
      It and each other member of the Group 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.




	19.22 	
      Repetition

	 	 
		
      The Repeating Representations are deemed to be made by
      the Borrower by reference to the facts and circumstances then existing on
      the Signature Date, the Fulfilment Date, the date of each Utilisation
      Request and the first day of each Interest
Period.







51 

	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 Agent copies of
  –




	20.1.1 	
      as soon as the same become available, but in any event
      within one hundred and twenty days after the end of each of its financial
      years –




	20.1.1.1 	
      its annual audited consolidated financial statements for
      that financial year; and

	 	 
	20.1.1.2 	
      its annual audited consolidated
  accounts,



together with a Compliance
Certificate;

	20.1.2 	
      as soon as the same become available, but in any event
      within forty-five days of the end of each financial quarter
  –




	20.1.2.1 	
      its management accounts on a consolidated basis for that
      financial quarter (which shall include, without limitation, a cash flow
      statement, income statement and balance sheet on a year-to-date basis)
      together with a Compliance Certificate; and

	 	 
	20.1.2.2 	
      a schedule of the total active subscriber base for DNI
      Retail, TSPC and M4J (showing the ongoing airtime revenue and connection
      incentive bonus revenue received by each such entity over the applicable
      quarter) signed by the financial director and one other director of the
      Borrower.




	20.2 	
      Compliance Certificate




	20.2.1 	
      The Borrower shall supply to the Agent
–




	20.2.1.1 	
      on each Measurement Date; and

	 	 
	20.2.1.2 	
      with each set of financial statements and/or accounts
      delivered pursuant to clauses 20.1.1 and 20.1.2.1 (Financial
      statements),




	20.2.2 	
      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
      accounts were drawn up.

	 	 
	20.2.3 	
      Each Compliance Certificate shall be signed by the
      financial director and one other director of the
  Borrower.




	20.3 	
      Requirements as to Financial
  Statements







52 

The Borrower shall procure that each
set of financial statements delivered pursuant to clause 20.1 (Financial
statements) is prepared using IFRS. 

	20.4 	
      Year-End

	 	 
		
      The Borrower shall procure that no member of the Group
      changes its financial year-end from the Accounting Reference Date without
      the prior written consent of the Agent.

	 	 
	20.5 	
      Information – Miscellaneous

	 	 
		
      The Borrower shall supply to the Agent (in sufficient
      copies for the Finance Parties, if the Agent so requests)
  –




	20.5.1 	
      copies of all documents dispatched by the Borrower to its
      Shareholders from time to time (or any class of them) at the same time as
      they are dispatched (to the extent that the disclosure of such documents
      by the Borrower to the Lender does not breach any fiduciary duties of any
      of the Borrower's directors);

	 	 
	20.5.2 	
      promptly upon becoming aware of them, details and copies
      of any material changes proposed to or made to its constitutional
      documents or the constitutional documents of it or any member of the
      Group, including the filing of any Memorandum of Incorporation under the
      Companies Act;

	 	 
	20.5.3 	
      promptly upon becoming aware of them, the details of
    –




	20.5.3.1 	
      any litigation, arbitration or administrative proceedings
      in excess of an amount of ZAR5,000,000; and

	 	 
	20.5.3.2 	
      any liquidation applications, winding up applications or
      business rescue applications,



which are current, threatened or
pending against any member of the Group; 

	20.5.4 	
      promptly upon becoming aware of them the details of or
      information relation to –




	20.5.4.1 	
      any judgment or order of a court, arbitral body or agency
      which is made against any member of the Group, and which might result in a
      Material Adverse Change; and

	 	 
	20.5.4.2 	
      any assets subject to Security and any Disposal or
      Insurance claim which will require a prepayment of the Facility
      Outstandings;




	20.5.5 	
      promptly, such further information regarding the
      financial condition, business and operations of any member of the Group
      and/or any member of the Group as any Finance Party (through the Agent)
      may reasonably request;







53 

	20.5.6 	
      promptly, notice of any change in authorised signatories,
      signed by a director or company secretary and accompanied by specimen
      signatures of any new authorised signatories; and

	 	 
	20.5.7 	
      promptly upon request, such additional information or
      documentation as the Agent may require in order to verify that any
      signatory referred to in clause 20.5.6 above has been duly
    authorised.




	20.6 	
      Notification of
Default




	20.6.1 	
      The Borrower shall notify the Agent of any Default (and
      the steps, if any, being taken to remedy it) promptly upon becoming aware
      of its occurrence.

	 	 
	20.6.2 	
      Promptly upon a request by the Agent, the Borrower shall
      supply to the 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).




	20.7 	
      Exclusivity Agreement

	 	 
		
      The Borrower shall notify the Agent of any issuance of a
      termination notice under the Exclusivity Agreement and/or any cancellation
      or termination of the Exclusivity Agreement.

	 	 
	20.8 	
      "Know your Customer"
Checks




	20.8.1 	
      If –




	20.8.1.1 	
      the introduction of or any change in (or in the
      interpretation, administration or application of) any law or regulation
      made after the Signature Date;

	 	 
	20.8.1.2 	
      any change in the status of an Obligor (or of a Holding
      Company of that Obligor) after the Signature Date; or

	 	 
	20.8.1.3 	
      a proposed Transfer by the Lender of any of its rights
      and obligations under this Agreement,



obliges the Agent or the Lender (or,
in the case of clause 20.8.1.3 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,
the Borrower shall promptly upon the request of the Agent or the Lender supply,
or procure the supply of, such documentation and other evidence as is reasonably
requested by the Agent (for itself or on behalf of the Lender) or the Lender
(for itself or, in the case of the event described in clause 20.8.1.3 above, on
behalf of any prospective new Lender) in order for the Agent, the
      Lender or, in the case of the event described in clause 20.8.1.3 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.




54 

	20.8.2 	
      The Lender shall promptly upon the request of the Agent
      supply, or procure the supply of, such documentation and other evidence as
      is reasonably requested by the Agent (for itself) in order for the 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.





	21 	
      FINANCIAL COVENANTS




	21.1 	
      Financial Condition




	21.1.1 	
      The Borrower shall ensure that
–




	21.1.1.1 	
      the Net Senior Debt to EBITDA Ratio for any LTM
      Measurement Period in column 1 shall not exceed the ratio set out in
      column 2 of the table below opposite that LTM Measurement
  Period:





	Measurement Period 
[Column 1] 	Ratio 
[Column 2] 
	Ending on Measurement Dates 1 to 4 	1.50 times 
	Ending on Measurement Dates 5 to 8 	1.25 times 
	Each Measurement Period thereafter: 	1.25 times 




	21.1.1.2 	
      The Borrower shall ensure that the EBITDA to Net Senior
      Interest Ratio for any LTM Measurement Period in column 1 shall be greater
      than the ratio set out in column 2 of the table below opposite that LTM
      Measurement Period:





	Measurement Period 
[Column 1] 	Ratio 
[Column 2] 
	Ending on Measurement Dates 1 to 4 	4.00 times 
	Ending on Measurement Dates 5 to 8 	4.25 times 
	Each Measurement Period thereafter: 	4.25 times 







55 

	21.1.2 	
      Senior Interest Charged shall, for purposes of the
      financial covenants set out in clause 21.1 (Financial Condition)
      and the ratio set out in clause 8.8.1 (Amortisation Trigger), for
      the Measurement Periods in respect of the first 4 Measurement Dates be
      calculated an annualised basis using the actual Senior Interest Charged in
      respect each such Measurement Period.




	21.2 	
      Financial Testing




	21.2.1 	
      The Financial Covenants set out in clause 21.1
      (Financial Condition) and the ratio set out in clause 8.8.1
      (Amortisation Trigger) –




	21.2.1.1 	
      may be tested by the Agent on any Measurement Date and
      shall in any event be tested by the Borrower in each case by reference to
      each of the financial statements delivered pursuant to clause 20.1
      (Financial Statements) and/or each Compliance Certificate delivered
      pursuant to clause 20.2 (Compliance Certificate);
  and




	21.2.1.2 	
      shall be calculated in accordance with
  IFRS.




	21.2.2 	
      Notwithstanding anything to the contrary contained in
      this Agreement, the Lender shall at any time itself be entitled to
      calculate the Financial Covenants set out in clause 21.1 (Financial
      Condition) and the ratio set out in clause 8.8.1 (Amortisation
      Trigger) using the latest available financial
  information.




	21.3 	
      Equity cure




	21.3.1 	
      If the requirements of clause 21.1 (Financial
      Condition) or clause 8.8.1 (Amortisation Trigger) (the
      "Relevant Financial Covenant") is not met for any Measurement
      Period (each, a "Relevant Measurement Period"), the Borrower may
      elect, by written notice (each, a "Cure Notice") to the Agent,
      delivered together with the Compliance Certificate relating to that
      Measurement Period, to apply the cash proceeds of a New Shareholder
      Injection (each, a "Cure Amount") either during the Relevant
      Measurement Period or not later than forty five days after the end of the
      Relevant Measurement Period and/or if applicable by the date on which the
      relevant financial statements or accounts are delivered pursuant to 20.1
      (Financial Statements) in prepaying the Facility in accordance with
      clause 21.3.5 below (each, an "Equity Cure").

	 	 
	21.3.2 	
      The relevant Cure Amount received by the Borrower and
      actually applied in prepaying the Facility in accordance with clause
      21.3.5 below shall be treated, in re-calculating the Relevant Financial
      Covenant for the Relevant Measurement Period and the immediately following
      two Measurement Periods, by –







56 

	21.3.2.1 	
      if the Relevant Financial Covenant is the Net Senior
      Interest to EBITDA Ratio, notionally reducing the Net Interest calculated
      as if the repayment had been received twelve months prior to the relevant
      Measurement Date; and

	 	 
	21.3.2.2 	
      if the Relevant Financial Covenant is the Net Senior Debt
      to EBITDA Ratio, notionally reducing the Facility Outstandings and/or the
      Commitment as if the repayment had been received twelve months prior to
      the relevant Measurement Date and recalculated for that Covenant
      Measurement Period;

	 	 
	21.3.2.3 	
      if the Relevant Financial Covenant is the Gross Senior
      Debt to EBITDA Ratio, notionally reducing the Facility Outstandings and/or
      the Commitment as if the repayment had been received twelve months prior
      to the relevant Measurement Date and recalculated for that Measurement
      Period.




	21.3.3 	
      If, after the prepayment of the Facility in accordance
      with clause 21.3.5 below, the requirements of the Relevant Financial
      Covenant are met, there shall be deemed to have been no breach of the
      Relevant Financial Covenant and any resulting Default shall be deemed
      remedied and waived for the Relevant Measurement Period provided that the
      Cure Amount is sufficient to ensure that the requirements of clause 21.1
      (Financial Condition) are met in respect of the immediately
      following Measurement Period on a forecasted basis.

	 	 
	21.3.4 	
      Not more than three Equity Cures may occur prior to the
      Final Repayment Date and Equity Cures shall not be permitted in respect of
      any consecutive Measurement Periods.

	 	 
	21.3.5 	
      The Borrower may at any time during a Relevant
      Measurement Period apply a Cure Amount to prepay the Facility if the
      requirements of clause 21.1 (Financial Condition) will not be met
      for that Relevant Measurement Period, provided that no New Shareholder
      Injection applied in prepaying the Facility shall be treated as a Cure
      Amount for the purposes of this clause 21.3 unless the Borrower shall have
      designated that New Shareholder Injection as a Cure Amount pursuant to the
      delivery of a Cure Notice under clause 21.3.1 above.

	 	 
	21.3.6 	
      Cure Amounts - mandatory prepayment

	 	 
		
      The Borrower shall apply all the proceeds of any Cure
      Amount received by it in or towards payment, repayment or prepayment of
      the Facility Outstandings, promptly upon receipt and, in any event, no
      later than forty-five Business Days after the relevant Measurement
      Date.







57 

	22 	
      GENERAL UNDERTAKINGS

	 	 
		
      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

	 	 
		
      The Borrower shall (and the Borrower shall procure that
      each Obligor does) promptly –




	22.1.1 	
      obtain, comply with and do all that is necessary to
      maintain in full force and effect; and

	 	 
	22.1.2 	
      supply certified copies to the Agent of, any
      Authorisation required under any law or regulation to enable it to perform
      its obligations under the Finance Documents and to ensure the legality,
      validity, enforceability or admissibility in evidence in its jurisdiction
      of incorporation of any Finance Document.




	22.2 	
      Compliance with Laws

	 	 
		
      The Borrower shall (and the Borrower shall procure that
      each Obligor does) comply in all respects with all laws to which it may be
      subject.

	 	 
	22.3 	
      Environmental
Compliance




	22.3.1 	
      The Borrower shall (and the Borrower shall ensure that
      each other member of the Group will) –




	22.3.1.1 	
      comply with all Environmental Laws;

	 	 
	22.3.1.2 	
      obtain, maintain and ensure compliance with all requisite
      Environmental Permits;

	 	 
	22.3.1.3 	
      implement procedures to monitor compliance with and to
      prevent liability under any Environmental Law, where failure to do so has
      or is reasonably likely to result in a Material Adverse
  Change.




	22.4 	
      Security




	22.4.1 	
      The Borrower shall procure that
–




	22.4.1.1 	
      the General Notarial Bond; and

	 	 
	22.4.1.2 	
      a Special Notarial Bond over all (but in any event no
      less than one hundred and eighteen) telecommunications towers owned by the
      applicable Obligor(s) ("Initial SNB"),




	22.4.2 	
      is fully executed by no later than the date falling
      fifteen Business Days after the Fulfilment Date and registered at the
      statutory public registry by no later than the date falling sixty days
      after the Fulfilment Date.







58 

	22.4.3 	
      The Borrower shall procure that if, at any time after
      registration of the Initial SNB new telecommunications towers are
      acquired, constructed or erected that are not encumbered under the Initial
      SNB ("Unencumbered Towers") a new Special Notarial Bond over such
      Unencumbered Towers is fully executed and registered at the statutory
      public registry by no later than the date falling sixty days after
      construction, acquisition or erection of the one hundredth Unencumbered
      Tower and after each one hundredth Unencumbered Tower
  thereafter.




	22.5 	
      Environmental Claims

	 	 
		
      The Borrower shall promptly upon becoming aware of the
      same, inform the Agent in writing of –




	22.5.1 	
      any Environmental Claim against it or any other member of
      the Group which is current, pending or threatened; and

	 	 
	22.5.2 	
      any facts or circumstances which are reasonably likely to
      result in any Environmental Claim being commenced or threatened against it
      or any member of the Group, where the claim, if determined against that
      member of the Group, has or is reasonably likely to result in a Material
      Adverse Change.




	22.6 	
      Net1 SA

	 	 
		
      The Borrower shall ensure that, as soon as reasonably
      possible (but in any event within five Business Days) after the Financial
      Indebtedness in respect of which the shares held by Net1 SA in the
      Borrower have already been pledged to, amongst others, the Lender, is
      fully and finally discharged –




	22.6.1 	
      Net1 SA accedes to and becomes bound as an Additional
      Cedent under the Shareholders Guarantee, Cession and Pledge; and

	 	 
	22.6.2 	
      delivers all the documents set out in Annexure B
      (Obligors) to the Agent.




	22.7 	
      M4J

	 	 
		
      The Borrower shall, until the Discharge Date
  –




	22.7.1 	
      continue to control the dividend policy adopted and
      implemented by M4J; and

	 	 
	22.7.2 	
      remain the treasury company within the Group and shall
      ensure that all cash balances in excess of ZAR10,000,000 held by M4J will
      be Distributed to the Borrower on a weekly
basis.




	22.8 	
      Employment of Dunn







59 

If, at any time after the Signature
Date, Dunn's contract of employment with the Borrower is terminated, the
Borrower shall procure that Dunn is, within ninety days of his departure,
replaced by a suitably qualified and experienced candidate, to the satisfaction
of the Agent. 

	22.9 	
      Negative Pledge

	 	 
		
      In this clause 22.6, "Quasi-Security" means an
      arrangement or transaction described in clause 22.9.2
  below.




	22.9.1 	
      The Borrower shall not (and the Borrower shall procure
      that no member of the Group does and M4J does not) create or permit to
      subsist any Security over any of its assets without the prior written
      consent of the Agent.

	 	 
	22.9.2 	
      The Borrower shall not –




	22.9.2.1 	
      sell, transfer or otherwise dispose of any of its assets
      on terms whereby they are or may be leased to or re-acquired by any other
      member of the Group;

	 	 
	22.9.2.2 	
      sell, transfer or otherwise dispose of any of its
      receivables on recourse terms;

	 	 
	22.9.2.3 	
      enter into or permit to subsist any title retention
      arrangement;

	 	 
	22.9.2.4 	
      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

	 	 
	22.9.2.5 	
      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. 

	22.9.3 	
      Paragraphs 22.9.1 and 22.9.2 above do not apply to any
      Security or (as the case may be) Quasi-Security listed below
  –




	22.9.3.1 	
      any netting or set-off arrangement entered into by any
      member of the Group in the ordinary course of its banking arrangements for
      the purpose of netting debit and credit balances;

	 	 
	22.9.3.2 	
      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;

	 	 
	22.9.3.3 	
      any Security or Quasi-Security over or affecting any
      asset acquired by a member of the Group after the Signature Date if
    –







60 

	22.9.3.3.1 	
      the Security or Quasi-Security was not created in
      contemplation of the acquisition of that asset by a member of the
      Group;

	 	 
	22.9.3.3.2 	
      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

	 	 
	22.9.3.3.3 	
      the Security or Quasi-Security is removed or discharged
      within six months of the date of acquisition of such
  asset;




	22.9.3.4 	
      any Security or Quasi-Security over or affecting any
      asset of any company which becomes a member of the Group after the
      Signature Date, where the Security or Quasi-Security is created prior to
      the date on which that company becomes a member of the Group, if
  –




	22.9.3.4.1 	
      the Security or Quasi-Security was not created in
      contemplation of the acquisition of that company;

	 	 
	22.9.3.4.2 	
      the principal amount secured has not increased in
      contemplation of or since the acquisition of that company; and

	 	 
	22.9.3.4.3 	
      the Security or Quasi-Security is removed or discharged
      within six months of that company becoming a member of the
  Group;




	22.9.3.5 	
      any Security or Quasi-Security entered into pursuant to
      any Finance Document;

	 	 
	22.9.3.6 	
      any Security or Quasi-Security arising under any
      retention of title, hire purchase or conditional sale arrangement or
      arrangements having 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 arising as a result of any
      default or omissions by any member of the Group; or

	 	 
	22.9.3.7 	
      any Security or Quasi-Security in respect of a Permitted
      Financial Indebtedness (as defined in clause 22.18.2 (Financial
      Indebtedness) below).




	22.10 	
      Disposals




	22.10.1 	
      Except as permitted under clause 22.10.2, the Borrower
      shall procure that no Obligor or member of the Group shall 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 whether voluntary or involuntary to sell, lease, transfer
      or otherwise Dispose of any asset.

	 	 
	22.10.2 	
      Subject to clauses 8.3 (Material Disposal) and 8.6
      (Mandatory Prepayment – Disposal Proceeds) above, clause 22.10.1
      above does not apply to any Disposal made by the Borrower
  –







61 

	22.10.2.1 	
      on an arms' length basis provided that
–




	22.10.2.1.1 	
      the Borrower is not in breach of the Financial Covenants
      immediately preceding the closing date for such Disposal and is reasonably
      expected to comply with the Financial Covenants for a period of twelve
      Months thereafter until the Discharge Date;

	 	 
	22.10.2.1.2 	
      no Default or Event of Default has occurred or is
      continuing or would result from such Disposal;
or




	22.10.2.2 	
      with the prior written consent of the
  Agent.




	22.11 	
      Acquisitions




	22.11.1 	
      Except as permitted under Clause 22.11.2 below, the
      Borrower shall ensure that no Obligor shall acquire or subscribe for
      shares or other ownership interests in or securities of any company or
      other person, or acquire any business, assets or incorporate any company
      or other person.

	 	 
	22.11.2 	
      Clause 22.11.1 above does not apply to any acquisitions
      –




	22.11.2.1 	
      of businesses or undertakings on an arms' length basis
      provided that –




	22.11.2.1.1 	
      the Borrower is not in breach of the Financial Covenants
      immediately preceding the closing date for such acquisition and is
      reasonably expected to comply with the Financial Covenants for a period of
      twelve Months thereafter until the Discharge Date;

	 	 
	22.11.2.1.2 	
      no Default or Event of Default has occurred or is
      continuing or would result from any acquisition;

	 	 
	22.11.2.1.3 	
      the target of any such acquisition has (i) traded for at
      least twelve Months and (ii) generated a positive EBITDA (being 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)), for the twelve 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); or




	22.11.2.2 	
      with the prior written consent of the
  Agent.







62 

	22.12 	
      Distributions




	22.12.1 	
      The Borrower shall not make any Distributions for the
      period from the Signature Date to the Final Repayment Date.

	 	 
	22.12.2 	
      Clause 22.12.1 above does not apply to
–




	22.12.2.1 	
      a Permitted Distribution; or

	 	 
	22.12.2.2 	
      any Distribution made with the prior written consent of
      the Agent.




	22.13 	
      Merger




	22.13.1 	
      The Borrower shall not enter into any amalgamation,
      demerger, merger or corporate reconstruction.

	 	 
	22.13.2 	
      Clause 22.13.1 above does not apply to
–




	22.13.2.1 	
      any sale, lease, transfer or other disposal permitted
      pursuant to clause 22.10 (Disposals); or

	 	 
	22.13.2.2 	
      effected with the prior written consent of the
    Agent.




	22.14 	
      Constitutional Documents

	 	 
		
      The Borrower shall ensure that no material change is made
      to its constitutional documents without the prior written consent of the
      Agent.

	 	 
	22.15 	
      Change of Business

	 	 
		
      The Borrower shall procure that no substantial change is
      made to the general nature of the business of the Borrower or any other
      member of the Group taken as a whole from that carried on at the Signature
      Date.

	 	 
	22.16 	
      Loans or Credit




	22.16.1 	
      Except as permitted under clause 22.16.2 below, the
      Borrower shall not be a creditor in respect of any Financial
      Indebtedness.

	 	 
	22.16.2 	
      Clause 22.16.1 above does not apply to
–




	22.16.2.1 	
      any loan made by the Borrower to another Obligor or M4J
      where –




	22.16.2.1.1 	
      the Borrower's claim in respect of such loan ranks in
      priority to other Financial Indebtedness (save for that incurred under the
      Finance Documents) incurred by such Obligor or
M4J;







63 

	22.16.2.1.2 	
      such loan is subordinated to the claims of the Finance
      Parties under the Finance Documents, in form and substance satisfactory to
      the Agent; and

	 	 
	22.16.2.1.3 	
      the Borrower has provided Security over such loan claims
      to the Finance Parties;




	22.16.2.2 	
      loans or credit to any other members of the Group (other
      than Speckpack) which, in the aggregate, do not exceed ZAR25,000,000;
      or

	 	 
	22.16.2.3 	
      loans or credit expressly permitted in writing by the
      Lender.




	22.17 	
      No Guarantees or
Indemnities




	22.17.1 	
      Except as permitted under clause 22.17.2 below, the
      Borrower incur or allow to remain outstanding any guarantee in respect of
      any obligation of any person.

	 	 
	22.17.2 	
      Clause 22.17.1 does not apply to a guarantee which is
      –




	22.17.2.1 	
      given in respect of a Permitted Financial Indebtedness
      (as defined in clause 22.18.2 below); or

	 	 
	22.17.2.2 	
      given with the prior written consent of the
  Agent.




	22.18 	
      Financial Indebtedness




	22.18.1 	
      Except as permitted under clause 22.18.2.4 below, the
      Borrower shall not (and the Borrower shall procure that M4J does not)
      incur or allow to remain outstanding any Financial Indebtedness.

	 	 
	22.18.2 	
      Clause 22.18.1 above does not apply to Financial
      Indebtedness ("Permitted Financial Indebtedness")
  –




	22.18.2.1 	
      the Existing Financial Indebtedness and any future
      general short term Financial Indebtedness made available to the Borrower
      and/or M4J by the Lender or any of its Affiliates which, in the aggregate,
      does not exceed ZAR10,000,000 for the duration of this
Agreement;

	 	 
	22.18.2.2 	
      made available to the Borrower and/or
  M4J;




	22.18.2.3 	
      made available to the Borrower by any other member of the
      Group and/or any Shareholder where such loan is subordinated to the claims
      of the Finance Parties under the Finance Documents, in form and substance
      satisfactory to the Agent; or

	 	 
	22.18.2.4 	
      incurred with the prior written consent of the
    Agent.




	22.19 	
      Auditors







64 

	22.19.1 	
      Subject to clause 22.19.2 below, the Borrower shall not
      (and the Borrower shall ensure that no other member of the Group will)
      change its auditor without the prior written consent of the
  Agent.

	 	 
	22.19.2 	
      It is noted that Stein Baltsoucos and Associates is, at
      the Signature Date, the auditor of the Group. The Borrower shall ensure
      that, no later than thirty days after delivery of its annual financial
      statements for the period ending June 2018 in accordance with clause
      20.1.1.1 (Information Undertakings), it changes its auditor to one
      of the firms falling within the definition of
  "Auditor".




	22.20 	
      Insurance




	22.20.1 	
      The Borrower shall (and the Borrower shall ensure that
      each other Obligor will) maintain insurances on and in relation to its
      business and assets against those risks and to the extent as is usual for
      companies carrying on the same or substantially similar
business.

	 	 
	22.20.2 	
      All insurances must be with reputable independent
      insurance companies or underwriters.




	22.21 	
      Material Subsidiaries




	22.21.1 	
      The Borrower shall ensure that until the Discharge Date
      the aggregate contribution of the Guarantors represents not less than 90%
      of (i) the EBITDA of the Group and (ii) the Asset Value of the Group
      and/or (iii) gross turnover of the Group, calculated on a consolidated
      basis.

	 	 
	22.21.2 	
      If, at any time after the Signature Date
  -




	22.21.2.1 	
      it is demonstrated by reference to consolidated financial
      statements of the Borrower that that any investee company is a Material
      Subsidiary; or

	 	 
	22.21.2.2 	
      any investee company otherwise is or becomes a Material
      Subsidiary,




	22.21.3 	
      then the Borrower shall promptly and in any event within
      ten Business Days of the delivery of those financial statements procure
      that any member of the Group that holds the shares, claims and/or loan
      accounts of that Material Subsidiary becomes an Obligor and delivers to
      the Agent, each document set out in Annexure B (Obligor
      Security).




	23 	
      EVENTS OF DEFAULT

	 	 
		
      Each of the events or circumstances set out in this
      clause 23 is an Event of Default (save for clause 23.15
      (Acceleration)).







65 

	23.1 	
      Non-payment

	 	 
		
      The Borrower does not pay on the due date any amount
      payable pursuant to a Finance Document at the place and in the currency in
      which it is expressed to be payable unless –




	23.1.1 	
      its failure to pay is caused by
–




	23.1.1.1 	
      administrative or technical error; or

	 	 
	23.1.1.2 	
      a Disruption Event; and




	23.1.2 	
      payment is made within –




	23.1.2.1 	
      (in the case of clause 23.1.1 above) three Business Days
      of its due date; or

	 	 
	23.1.2.2 	
      (in the case of clause 23.1.1.2 above) three Business
      Days of its due date.




	23.2 	
      Financial Covenants

	 	 
		
      Subject to clause 21.3 (Equity Cure), any
      requirement of clause 21 (Financial Covenants) is not
    satisfied.




	23.3 	
      Other Obligations




	23.3.1 	
      The Borrower does not comply with any provision of the
      Finance Documents (other than those referred to in clause 23.1
      (Non-Payment) and clause 23.2 (Financial
  Covenants)).

	 	 
	23.3.2 	
      No Event of Default under clause 23.3.1 above will occur
      if the failure to comply is capable of remedy and is remedied ten Business
      Days' of the earlier of (i) the Agent giving notice to the Borrower and
      (ii) the Borrower becoming aware of the failure to
  comply.




	23.4 	
      Misrepresentation

	 	 
		
      Any representation or statement made or deemed to be made
      by or on behalf of any 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
  made.

	 	 
	23.5 	
      Cross Default




	23.5.1 	
      Any Financial Indebtedness of any member of the Group is
      not paid when due nor within any originally applicable grace
  period.







66 

	23.5.2 	
      Any Financial Indebtedness of any member of the Group is
      declared to be or otherwise becomes due and payable prior to its specified
      maturity as a result of an event of default (however described).

	 	 
	23.5.3 	
      Any commitment for any Financial Indebtedness of any
      member of the Group is cancelled or suspended by a creditor of any member
      of the Group as a result of an event of default (however
  described).

	 	 
	23.5.4 	
      Any creditor of any member of the Group becomes entitled
      to declare any Financial Indebtedness of any member of the Group due and
      payable prior to its specified maturity as a result of an event of default
      (however described).

	 	 
	23.5.5 	
      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 paragraphs 23.5.1 to 23.5.5 above is less than
      ZAR25,000,000 (or its equivalent in any other currency or
    currencies).




	23.6 	
      Insolvency




	23.6.1 	
      A member of the Group is or is deemed by any authority or
      legislation to be –




	23.6.1.1 	
      unable or admits inability to pay its debts as they fall
      due;

	 	 
	23.6.1.2 	
      suspends making payments on any of its debts;
or

	 	 
	23.6.1.3 	
      by reason of actual or anticipated financial
      difficulties, commences negotiations with one or more of its creditors
      (excluding any Finance Party in its capacity as such) with a view to
      rescheduling any of its indebtedness.




	23.6.2 	
      A member of the Group is or is deemed by any authority or
      legislation to be 'Financially Distressed' (as defined in the
      Companies Act).

	 	 
	23.6.3 	
      The value of the assets of any member of the Group is
      less than its liabilities (taking into account contingent
    liabilities).

	 	 
	23.6.4 	
      A moratorium is declared in respect of any indebtedness
      of any member of the Group.




	23.7 	
      Insolvency and Business Rescue
  Proceedings




	23.7.1 	
      Any corporate action, legal proceedings or other
      procedure or step is taken in relation to –




	23.7.1.1 	
      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 any member of the Group other than a solvent liquidation or
    reorganisation of any member of the Group;








67 

	23.7.1.2 	
      a composition, compromise, assignment or arrangement with
      any creditor of any member of the Group;

	 	 
	23.7.1.3 	
      the appointment of a liquidator (other than in respect of
      a solvent liquidation of a member of the Group other than the Borrower),
      receiver, administrative receiver, administrator, compulsory manager,
      business rescue practitioner or other similar officer in respect of any
      member of the Group or any of its assets; or

	 	 
	23.7.1.4 	
      enforcement of any Security over any assets of any member
      of the Group,



or any analogous procedure or step is
taken in any jurisdiction. This clause 23.7 shall not apply to any winding-up
petition which is frivolous or vexatious and is discharged, stayed or dismissed
within ten days of commencement. 

	23.7.2 	
      A meeting is proposed or convened by the directors of any
      member of the Group, 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 member of the Group or any analogous
      procedure or step is taken in any
jurisdiction.




	23.8 	
      Creditors' Process

	 	 
		
      Any expropriation, attachment, sequestration,
      implementation of any business rescue plan, distress or execution affects
      any asset or assets of a member of the Group having an aggregate value of
      ZAR5,000,000 (or its equivalent in any other currency or currencies) and
      is not discharged within ten days.

	 	 
	23.9 	
      Unlawfulness

	 	 
		
      It is or becomes unlawful for any Obligor to perform any
      of its obligations under the Finance Documents.

	 	 
	23.10 	
      Cessation of Business

	 	 
		
      Any member of the Group suspends or ceases to carry on
      (or threatens to suspend or cease to carry on) all or a material part of
      its business.

	 	 
	23.11 	
      Audit Qualification

	 	 
		
      The auditors of the Group qualify the audited annual
      consolidated financial statements of the
Borrower.







68 

	23.12 	
      Expropriation




	23.12.1 	
      The authority or ability of any member of the Group to
      conduct its business is limited or wholly or substantially curtailed by
      any seizure, expropriation, nationalisation, compulsory acquisition,
      intervention, restriction or other action by or on behalf of any
      governmental, regulatory or other authority or other person.

	 	 
	23.12.2 	
      By the authority of any governmental, regulatory or other
      authority or other person –




	23.12.2.1 	
      the management of any member of the Group is wholly or
      substantially replaced; or

	 	 
	23.12.2.2 	
      all or a majority of the shares of a member of the Group
      or the whole or any part of its assets or revenues is seized, expropriated
      or compulsorily acquired.




	23.13 	
      Repudiation

	 	 
		
      Any Obligor repudiates a Finance Document or purports to
      repudiate a Finance Document or evidences an intention to repudiate a
      Finance Document.

	 	 
	23.14 	
      Material Adverse Change

	 	 
		
      Any event or circumstance occurs which the Lender
      reasonably believe has or is reasonably likely to result in a Material
      Adverse Change.

	 	 
	23.15 	
      Acceleration

	 	 
		
      On and at any time after the occurrence of an Event of
      Default the Agent may, and shall if so directed by the Lender, by notice
      to the Borrower –




	23.15.1 	
      cancel all or any part of the Commitment whereupon they
      shall immediately be cancelled;

	 	 
	23.15.2 	
      declare that all or part of the Loans, together with
      accrued interest, and all other amounts accrued or outstanding under the
      Finance Documents be immediately due and payable, whereupon they shall
      become immediately due and payable; and/or

	 	 
	23.15.3 	
      declare that all or part of the Loans be payable on
      demand, whereupon they shall immediately become payable on demand by the
      Agent on the instructions of the Lender; and/or

	 	 
	23.15.4 	
      exercise or direct the Debt Guarantor to exercise any or
      all of its rights, remedies, powers or discretions under the Security
      Agreements




	24 	
      CHANGES TO THE PARTIES




	24.1 	
      Cessions and Delegations by the Finance
    Parties







69 

	24.1.1 	
      Subject to this clause 24, the Lender may, without the
      consent of the Borrower, cede and/or delegate (a "Transfer") any or
      all of its rights and/or obligations under this Agreement 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"). The Borrower consents to
      any splitting of claims which may arise as a result of a Transfer
      permitted by this Agreement.

	 	 
	24.1.2 	
      Other than as provided for under this Agreement and/or
      any other Finance Document, no other Finance Party (other than the Lender)
      may, without the prior written consent of the Lender cede and/or delegate
      any or all of its rights and/or obligations under this Agreement and/or
      under any other Finance Document.




	24.2 	
      Cessions and Delegations by the Borrower

	 	 
		
      The Borrower may not, without the prior written consent
      of the Agent, cede any of its rights or delegate any of its obligations
      under the Finance Documents.




	25 	
      ROLE OF THE AGENT




	25.1 	
      Appointment of the
Agent




	25.1.1 	
      Each other Finance Party appoints the Agent to act as its
      agent under and in connection with the Finance Documents.

	 	 
	25.1.2 	
      Each other Finance Party authorises the Agent to perform
      the duties, obligations and responsibilities and exercise the rights,
      powers, authorities and discretions specifically given to the Agent under
      or in connection with the Finance Documents together with any other
      incidental rights, powers, authorities and
discretions.




	25.2 	
      Instructions




	25.2.1 	
      The Agent shall unless a contrary indication appears in a
      Finance Document, exercise or refrain from exercising any right, power,
      authority or discretion vested in it as Agent in accordance with any
      instructions given to it by the Lender and not be liable for any act (or
      omission) if it acts (or refrains from acting) in accordance with this
      clause 25.2.1.

	 	 
	25.2.2 	
      The Agent shall be entitled to request instructions, or
      clarification of any instruction, from the Lender as to whether, and in
      what manner, it should exercise or refrain from exercising any right,
      power, authority or discretion. The Agent may refrain from acting unless
      and until it receives any such instructions or clarification that it has
      requested.







70 

	25.2.3 	
      Unless a contrary indication appears in a Finance
      Document, any instructions given to the Agent by the Lender shall override
      any conflicting instructions given by any other Parties and will be
      binding on all Finance Parties.

	 	 
	25.2.4 	
      The Agent may refrain from acting in accordance with any
      instructions of the Lender until it has received any indemnification
      and/or security that it may in its discretion require (which may be
      greater in extent than that contained in the Finance Documents and which
      may include payment in advance) for any cost, loss or liability which it
      may incur in complying with those instructions.

	 	 
	25.2.5 	
      In the absence of instructions, the Agent may act (or
      refrain from acting) as it considers to be in the best interest of the
      Lender.

	 	 
	25.2.6 	
      The Agent is not authorised to act on behalf of the
      Lender (without first obtaining the Lender's consent) in any legal or
      arbitration proceedings relating to any Finance
Document.




	25.3 	
      Duties of the Agent




	25.3.1 	
      The Agent's duties under the Finance Documents are solely
      mechanical and administrative in nature.

	 	 
	25.3.2 	
      Subject to clause 25.3 below, the Agent shall forward to
      a Party the original or a copy of any document which is delivered to the
      Agent for that Party by any other Party as soon as reasonably practicable
      after having received that original or copy document as the case may
      be.

	 	 
	25.3.3 	
      Except where a Finance Document specifically provides
      otherwise, the Agent is not obliged to review or check the adequacy,
      accuracy or completeness of any document it forwards to another
    Party.

	 	 
	25.3.4 	
      If the Agent receives notice from a Party referring to
      this Agreement, describing a Default and stating that the circumstance
      described is a Default, it shall promptly notify the other Finance
      Parties.

	 	 
	25.3.5 	
      If the Agent is aware of the non-payment of any
      principal, interest, commitment fee or other fee payable to a Finance
      Party (other than the Agent) under this Agreement it shall promptly notify
      the other Finance Parties.

	 	 
	25.3.6 	
      The Agent shall have only those duties, obligations and
      responsibilities expressly specified in the Finance Documents to which it
      is expressed to be a party (and no other shall be
  implied).







71 

	25.4 	
      No Fiduciary Duties




	25.4.1 	
      Nothing in any Finance Document constitutes the Agent as
      a trustee or fiduciary of any other person.

	 	 
	25.4.2 	
      The Agent shall not be bound to account to the Lender for
      any sum or the profit element of any sum received by it for its own
      account.




	25.5 	
      Business with the Group

	 	 
		
      The Agent may accept deposits from, lend money to and
      generally engage in any kind of banking or other business with any member
      of the Group.

	 	 
	25.6 	
      Rights and Discretions of the
  Agent




	25.6.1 	
      The Agent may –




	25.6.1.1 	
      rely on any representation, communication, notice or
      document believed by it to be genuine, correct and appropriately
      authorised;

	 	 
	25.6.1.2 	
      assume that –




	25.6.1.2.1 	
      any instructions received by it from the Lender are duly
      given in accordance with the terms of the Finance Documents; and

	 	 
	25.6.1.2.2 	
      unless it has received notice of revocation, that those
      instructions have not been revoked; and




	25.6.1.3 	
      rely on a certificate from any person
–




	25.6.1.3.1 	
      as to any matter of fact or circumstance which might
      reasonably be expected to be within the knowledge of that person;
  or

	 	 
	25.6.1.3.2 	
      to the effect that such person approves of any particular
      dealing, transaction, step, action or thing,



as sufficient evidence that that is
the case and, in the case of clause 25.6.1.3.1 above, may assume the truth and
accuracy of that certificate. 

	25.6.2 	
      The Agent may assume (unless it has received notice to
      the contrary in its capacity as agent for the Lender) that
  –




	25.6.2.1 	
      no Default has occurred (unless it has actual knowledge
      of a Default arising under clause 22.1 (Non-payment));
and

	 	 
	25.6.2.2 	
      any right, power, authority or discretion vested in any
      Party or the Lender has not been exercised.







72 

	25.6.3 	
      The Agent may engage and pay for the advice or services
      of any lawyers, accountants, tax advisers, surveyors or other professional
      advisers or experts.

	 	 
	25.6.4 	
      Without prejudice to the generality of clause 25.6.3
      above or clause 25.6.5 below, the Agent may at any time engage and pay for
      the services of any lawyers to act as independent counsel to the Agent
      (and so separate from any lawyers instructed by the Lender) if the Agent
      in its reasonable opinion deems this to be necessary.

	 	 
	25.6.5 	
      The Agent may rely on the advice or services of any
      lawyers, accountants, tax advisers, surveyors or other professional
      advisers or experts (whether obtained by the Agent or by any other Party)
      and shall not be liable for any damages, costs or losses to any person,
      any diminution in value or any liability whatsoever arising as a result of
      its so relying.

	 	 
	25.6.6 	
      The Agent may act in relation to the Finance Documents
      through its officers, employees and agents.

	 	 
	25.6.7 	
      Unless a Finance Document expressly provides otherwise,
      the Agent may disclose to any other Party any information it reasonably
      believes it has received as agent under this Agreement.

	 	 
	25.6.8 	
      Notwithstanding any other provision of any Finance
      Document to the contrary, the Agent is not obliged to do or omit to do
      anything if it would, or might in its reasonable opinion, constitute a
      breach of any law or regulation or a breach of a fiduciary duty or duty of
      confidentiality.

	 	 
	25.6.9 	
      Notwithstanding any provision of any Finance Document to
      the contrary, the Agent is not obliged to expend or risk its own funds or
      otherwise incur any financial liability in the performance of its duties,
      obligations or responsibilities or the exercise of any right, power,
      authority or discretion if it has grounds for believing the repayment of
      such funds or adequate indemnity against, or security for, such risk or
      liability is not reasonably assured to it.




	25.7 	
      Responsibility for Documentation

	 	 
		
      The Agent is not responsible or liable for
  –




	25.7.1 	
      the adequacy, accuracy or completeness of any information
      (whether oral or written) supplied by the Agent (in that capacity), the
      Borrower or any other person in connection with any Finance Document or
      the transactions contemplated in the Finance Documents or any other
      agreement, arrangement or document entered into, made or executed in
      anticipation of, under or in connection with any Finance Document;
    or







73 

	25.7.2 	
      the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document or any other agreement, arrangement
      or document entered into, made or executed in anticipation of, under or in
      connection with any Finance Document; or

	 	 
	25.7.3 	
      any determination as to whether any information provided
      or to be provided to any Finance Party is non-public information the use
      of which may be regulated or prohibited by applicable law or regulation
      relating to insider dealing or otherwise.




	25.8 	
      No Duty to Monitor

	 	 
		
      The Agent shall not be bound to enquire
  –




	25.8.1 	
      whether or not any Default has occurred;

	 	 
	25.8.2 	
      as to the performance, default or any breach by any Party
      of its obligations under any Finance Document; or

	 	 
	25.8.3 	
      whether any other event specified in any Finance Document
      has occurred.




	25.9 	
      Exclusion of Liability




	25.9.1 	
      Without limiting clause 25.9.2 below (and without
      prejudice to any other provision of any Finance Document excluding or
      limiting the liability of the Agent), the Agent will not be liable for
      –




	25.9.1.1 	
      any damages, costs or losses to any person, any
      diminution in value, or any liability whatsoever or arising as a result of
      taking or not taking any action under or in connection with any Finance
      Document unless directly caused by its gross negligence or wilful
      misconduct;

	 	 
	25.9.1.2 	
      exercising, or not exercising, any right, power,
      authority or discretion given to it by, or in connection with, any Finance
      Document or any other agreement, arrangement or document entered into,
      made or executed in anticipation of, under or in connection with, any
      Finance Document, other than by reason of its gross negligence or wilful
      misconduct; or

	 	 
	25.9.1.3 	
      without prejudice to the generality of clauses 25.9.1.1
      and 25.9.1.2 above, any damages, costs or losses to any person, any
      diminution in value or any liability whatsoever (including, without
      limitation, for negligence or any other category of liability whatsoever
      but not including any claim based on the fraud of the Agent) arising as a
      result of –




	25.9.1.3.1 	
      any act, event or circumstance not reasonably within its
      control; or

	 	 
	25.9.1.3.2 	
      the general risks of investment in, or the holding of
      assets in, any jurisdiction, including (in each case and without
      limitation) such damages, costs, losses,diminution in value or liability
arising as a result of nationalisation, expropriation or other governmental
actions; any regulation, currency restriction, devaluation or fluctuation;
market conditions affecting the execution or settlement of transactions or the
value of assets (including any Disruption Event), breakdown, failure or
malfunction of any third party transport, telecommunications, computer services
or systems; natural disasters or acts of God; war, terrorism, insurrection or
revolution; or strikes or industrial action. 








74 

	25.9.2 	
      No Party (other than the Agent) may take any proceedings
      against any officer, employee or agent of the Agent in respect of any
      claim it might have against the Agent or in respect of any act or omission
      of any kind by that officer, employee or agent in relation to any Finance
      Document and any officer, employee or agent of the Agent may rely on this
      clause subject to clause 2.3 (Third party rights).

	 	 
	25.9.3 	
      The Agent will not be liable for any delay (or any
      related consequences) in crediting an account with an amount required
      under the Finance Documents to be paid by the Agent if the Agent has taken
      all necessary steps as soon as reasonably practicable to comply with the
      regulations or operating procedures of any recognised clearing or
      settlement system used by the Agent for that
purpose.




	25.9.4 	
      Nothing in this Agreement shall oblige the Agent to carry
      out –




	25.9.4.1 	
      any 'know your customer' or other checks in
      relation to any person – or

	 	 
	25.9.4.2 	
      any check on the extent to which any transaction
      contemplated by this Agreement might be unlawful for the Lender or for any
      Affiliate of the Lender,



on behalf of the Lender and the Lender
confirms to the Agent that it is solely responsible for any such checks it is
required to carry out and that it may not rely on any statement in relation to
such checks made by the Agent. 

	25.9.5 	
      Without prejudice to any provision of any Finance
      Document excluding or limiting the Agent's liability, any liability of the
      Agent arising under or in connection with any Finance Document shall be
      limited to the amount of actual loss which has been suffered (as
      determined by reference to the date of default of the Agent or, if later,
      the date on which the loss arises as a result of such default) but without
      reference to any special conditions or circumstances known to the Agent at
      any time which increase the amount of that loss. In no event shall the
      Agent be liable for any loss of profits, goodwill, reputation, business
      opportunity or anticipated saving, or for special, punitive, indirect or
      consequential damages, whether or not the Agent has been advised of the
      possibility of such loss or damages.







75 

	25.10 	
      Finance Parties' Indemnity to the Agent

	 	 
		
      Each Finance Party shall indemnify the Agent, within
      three Business Days of demand, against, and pay to the Agent, any cost,
      loss or liability (including, without limitation, for negligence or any
      other category of liability whatsoever) incurred by the Agent (otherwise
      than by reason of the Agent's gross negligence or wilful misconduct) (or,
      in the case of any cost, loss or liability pursuant to clause 28.9
      (Disruption to Payment Systems etc.) notwithstanding the Agent's
      negligence, gross negligence or any other category of liability whatsoever
      but not including any claim based on the fraud of the Agent) in acting as
      Agent under the Finance Documents (unless the Agent has been reimbursed by
      the Borrower pursuant to a Finance Document).

	 	 
	25.11 	
      Resignation of the
Agent




	25.11.1 	
      The Agent may resign and appoint one of its Affiliates
      acting through an office in South Africa as successor by giving notice to
      the Lender and the Borrower.

	 	 
	25.11.2 	
      Alternatively, the Agent may resign by giving thirty
      days' notice to the Lender and the Borrower, in which case the Lender
      (after consultation with the Borrower) may appoint a successor
    Agent.

	 	 
	25.11.3 	
      If the Lender has not appointed a successor Agent in
      accordance with clause 25.11.2 above within thirty days after notice of
      resignation was given, the retiring Agent (after consultation with the
      Borrower) may appoint a successor Agent (acting through an office in South
      Africa).

	 	 
	25.11.4 	
      If the Agent wishes to resign because (acting reasonably)
      it has concluded that it is no longer appropriate for it to remain as
      agent and the Agent is entitled to appoint a successor Agent under clause
      25.11.3 above, the Agent may (if it concludes (acting reasonably) that it
      is necessary to do so in order to persuade the proposed successor Agent to
      become a party to this Agreement as Agent) agree with the proposed
      successor Agent amendments to this clause 25 and any other term of this
      Agreement dealing with the rights or obligations of the Agent consistent
      with then current market practice for the appointment and protection of
      corporate trustees together with any reasonable amendments to the agency
      fee payable under this Agreement which are consistent with the successor
      Agent's normal fee rates and those amendments will bind the
  Parties.

	 	 
	25.11.5 	
      The retiring Agent shall, at its own cost make available
      to the successor Agent such documents and records and provide such
      assistance as the successor Agent may reasonably request for the purposes
      of performing its functions as Agent under the Finance Documents. The
      Borrower shall, within three Business Days of demand, reimburse the
      retiring Agent for the amount of all costs and expenses (including
      legal fees) properly incurred by it in making available such
    documents and records and providing such assistance.








76 

	25.11.6 	
      The Agent's resignation notice shall only take effect
      upon the appointment of a successor.

	 	 
	25.11.7 	
      Upon the appointment of a successor, the retiring Agent
      shall be discharged from any further obligation in respect of the Finance
      Documents (other than its obligations under clause 25.11.5 above) but
      shall remain entitled to the benefit of clause 16.3 (Indemnity to the
      Agent) and this clause 25 (and any agency fees for the account of the
      retiring Agent shall cease to accrue from (and shall be payable on) that
      date). Any successor and each of the other Parties shall have the same
      rights and obligations amongst themselves as they would have had if such
      successor had been an original Party.

	 	 
	25.11.8 	
      After consultation with the Borrower, the Lender may, by
      notice to the Agent, require it to resign in accordance with clause
      25.11.2 above. In this event, the Agent shall resign in accordance with
      clause 25.11.2 above.





	25.12 	
      Confidentiality




	25.12.1 	
      In acting as agent for the Finance Parties, the Agent
      shall be regarded as acting through its agency division which shall be
      treated as a separate entity from any other of its divisions or
      departments.

	 	 
	25.12.2 	
      If information is received by another division or
      department of the Agent, it may be treated as confidential to that
      division or department and the Agent shall not be deemed to have notice of
      it.




	25.13 	
      Relationship with the
Lender




	25.13.1 	
      The Agent may treat the person shown in its records as
      Lender at the opening of business (in the place of the Agent's principal
      office as notified to the Finance Parties from time to time) as the
    –




	25.13.1.1 	
      entitled to or liable for any payment due under any
      Finance Document on that day; and

	 	 
	25.13.1.2 	
      entitled to receive and act upon any notice, request,
      document or communication or make any decision or determination under any
      Finance Document made or delivered on that day,



unless it has received not less than
five Business Days prior notice from the Lender to the contrary in accordance
with the terms of this Agreement. 




77 

	25.13.2 	
      The Lender may by notice to the Agent appoint a person to
      receive on its behalf all notices, communications, information and
      documents to be made or despatched to the Lender under the Finance
      Documents. Such notice shall contain the address, fax number and (where
      communication by electronic mail or other electronic means is permitted
      under clause 30.6 (Electronic communication)) electronic mail
      address and/or any other information required to enable the transmission
      of information by that means (and, in each case, the department or
      officer, if any, for whose attention communication is to be made) and be
      treated as a notification of a substitute address, fax number, electronic
      mail address, department and officer by the Lender for the purposes of
      clause 30.2 (Addresses) and clause 30.6.3 (Electronic
      communication) and the Agent shall be entitled to treat such person as
      the person entitled to receive all such notices, communications,
      information and documents as though that person were the
  Lender.




	25.14 	
      Credit Appraisal by the Lender

	 	 
		
      Without affecting the responsibility of the Borrower for
      information supplied by it or on its behalf in connection with any Finance
      Document, the Lender confirms to the Agent that it has been, and will
      continue to be, solely responsible for making its own independent
      appraisal and investigation of all risks arising under or in connection
      with any Finance Document including but not limited to
–




	25.14.1 	
      the financial condition, status and nature of each member
      of the Group;

	 	 
	25.14.2 	
      the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document and any other agreement,
      arrangement or document entered into, made or executed in anticipation of,
      under or in connection with any Finance Document;

	 	 
	25.14.3 	
      whether the Lender has recourse, and the nature and
      extent of that recourse, against any Party or any of its respective assets
      under or in connection with any Finance Document, the transactions
      contemplated by the Finance Documents or any other agreement, arrangement
      or document entered into, made or executed in anticipation of, under or in
      connection with any Finance Document; and

	 	 
	25.14.4 	
      the adequacy, accuracy or completeness of any information
      provided by the Agent, any Party or by any other person under or in
      connection with any Finance Document, the transactions contemplated by any
      Finance Document or any other agreement, arrangement or document entered
      into, made or executed in anticipation of, under or in connection with any
      Finance Document.




	25.15 	
      Agent's Management Time

	 	 
		
      Any amount payable to the Agent under clause 16.3
      (Indemnity to the Agent), clause 17 (Costs and expenses) and
      clause 25.10 (Finance Parties' indemnity to the Agent)
  shall include the cost of utilising the
Agent's management time or other resources and will be calculated on the basis
of such reasonable daily or hourly rates as the Agent may notify to the Borrower
and the Lender, and is in addition to any fee paid or payable to the Agent under
clause 12 (Fees). 








78 

	25.16 	
      Deduction from Amounts payable by the
  Agent

	 	 
		
      If any Party owes an amount to the Agent under the
      Finance Documents the Agent may, after giving notice to that Party, deduct
      an amount not exceeding that amount from any payment to that Party which
      the Agent would otherwise be obliged to make under the Finance Documents
      and apply the amount deducted in or towards satisfaction of the amount
      owed. For the purposes of the Finance Documents that Party shall be
      regarded as having received any amount so deducted.

	 	 
	25.17 	
      Role of Reference
Banks




	25.17.1 	
      No Reference Bank is under any obligation to provide a
      quotation or any other information to the Agent.

	 	 
	25.17.2 	
      No Reference Bank will be liable for any action taken by
      it under or in connection with any Finance Document, or for any Reference
      Bank Quotation, unless directly caused by its gross negligence or wilful
      misconduct.

	 	 
	25.17.3 	
      No Party (other than the relevant Reference Bank) may
      take any proceedings against any officer, employee or agent of any
      Reference Bank in respect of any claim it might have against that
      Reference Bank or in respect of any act or omission of any kind by that
      officer, employee or agent in relation to any Finance Document, or to any
      Reference Bank Quotation, and any officer, employee or agent of each
      Reference Bank may rely on this clause 25.17 subject to clause 2.3
      (Third party rights).




	25.18 	
      Third Party Reference Banks

	 	 
		
      A Reference Bank which is not a Party may rely on clause
      25.17 (Role of Reference Banks), clause 34.2 (Exceptions)
      and clause 36 (Confidentiality of Funding Rates and Reference Bank
      Quotations) subject to clause 2.3 (Third party
  rights).




	26 	
      CONDUCT OF BUSINESS BY THE FINANCE
  PARTIES

	 	 
		
      No provision of this Agreement will
–




	26.1 	
      interfere with the right of any Finance Party to arrange
      its affairs (tax or otherwise) in whatever manner it thinks fit;

	 	 
	26.2 	
      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







79 

	26.3 	
      oblige any Finance Party to disclose any information
      relating to its affairs (tax or otherwise) or any computations in respect
      of Tax.




	27 	
      SHARING AMONG THE FINANCE
PARTIES




	27.1 	
      Payments to Finance Parties

	 	 
		
      If a Finance Party (a "Recovering Finance Party")
      receives or recovers any amount from the Borrower other than in accordance
      with clause 27 (Payment mechanics) (a "Recovered Amount")
      and applies that amount to a payment due under the Finance Documents then
      –




	27.1.1 	
      the Recovering Finance Party shall, within three Business
      Days, notify details of the receipt or recovery, to the Agent;

	 	 
	27.1.2 	
      the 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 Agent and
      distributed in accordance with clause 28 (Payment mechanics),
      without taking account of any Tax which would be imposed on the Agent in
      relation to the receipt, recovery or distribution; and

	 	 
	27.1.3 	
      the Recovering Finance Party shall, within three Business
      Days of demand by the Agent, pay to the Agent an amount ("Sharing
      Payment") equal to such receipt or recovery less any amount which the
      Agent determines may be retained by the Recovering Finance Party as its
      share of any payment to be made, in accordance with clause 28.5
      (Partial payments).




	27.2 	
      Redistribution of Payments

	 	 
		
      The Agent shall treat the Sharing Payment as if it had
      been paid by the Borrower and distribute it between the Finance Parties
      (other than the Recovering Finance Party) (the "Sharing Finance
      Parties") in accordance with clause 28.5 (Partial payments)
      towards the obligations of the Borrower to the Sharing Finance
    Parties.




	27.3 	
      Recovering Finance Party's
Rights




	27.3.1 	
      On a distribution by the Agent under clause 27.2
      (Redistribution of payments) of a payment received by a Recovering
      Finance Party from the Borrower, as between the Borrower 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 the
      Borrower.

	 	 
	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 above, the Borrower
      shall be liable to the Recovering Finance Party for a debt equal to the
      Sharing Payment which is immediately due and
payable.







80 

	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
      Agent, pay to the 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 Borrower and each relevant Sharing Finance
      Party, an amount equal to the relevant Redistributed Amount will be
      treated as not having been paid by the
Borrower.




	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
    Borrower.

	 	 
	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 –




	27.5.2.1 	
      it notified that other Finance Party of the legal or
      arbitration proceedings; and

	 	 
	27.5.2.2 	
      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 	
      PAYMENT MECHANICS




	28.1 	
      Payments to the Agent




	28.1.1 	
      On each date on which the Borrower or the Lender is
      required to make a payment under a Finance Document, the Borrower or the
      Lender shall make the same available to the Agent (unless a contrary
      indication appears in a Finance Document) in ZAR for value by no later
      than 12h00 (Johannesburg time) on the due date and in such funds specified
      by the Agent by way of a funds flow annexure or otherwise.

	 	 
	28.1.2 	
      Payment shall be made to such account in South Africa
      with such bank as the Agent specifies.




	28.2 	
      Distributions by the
Agent







81 

		
      Each payment received by the Agent under the Finance
      Documents for another Party shall, subject to clause 28.3
      (Distributions to the Borrower) and clause 28.4 (Clawback and
      pm-funding) be made available by the Agent as soon as practicable
      after receipt to the Party entitled to receive payment in accordance with
      this Agreement to such account as that Party may notify to the Agent by
      not less than five Business Days' notice with a bank in South Africa in
      writing.

	 	 
	28.3 	
      Distributions to the Borrower

	 	 
		
      The Agent may (with the consent of the Borrower or in
      accordance with clause 29 (Set- off)) apply any amount received by
      it for the Borrower in or towards payment (on the date and in the currency
      and funds of receipt) of any amount due from the Borrower under the
      Finance Documents or in or towards purchase of any amount of any currency
      to be so applied.

	 	 
	28.4 	
      Clawback and
Pre-Funding




	28.4.1 	
      Where a sum is to be paid to the Agent under the Finance
      Documents for another Party, the 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.

	 	 
	28.4.2 	
      Unless clause 28.4.1 applies, if the Agent pays an amount
      to another Party and it proves to be the case that the 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 Agent shall on
      demand refund the same to the Agent together with interest on that amount
      from the date of payment to the date of receipt by the Agent, calculated
      by the Agent to reflect its cost of funds.

	 	 
	28.4.3 	
      If the Agent has notified the Lender that it is willing
      to make available amounts for the account of the Borrower before receiving
      funds from the Lender then if and to the extent that the Agent does so but
      it proves to be the case that it does not then receive funds from the
      Lender in respect of a sum which it paid to the Borrower
  –




	28.4.3.1 	
      the Agent shall notify the Borrower and the Borrower
      shall on demand refund that sum to the Agent; and

	 	 
	28.4.3.2 	
      the Lender or, if the Lender fails to do so, the
      Borrower, shall on demand pay to the Agent the amount (as certified by the
      Agent) which will indemnify the Agent against any funding cost incurred by
      it as a result of paying out that sum before receiving those funds from
      the Lender.







82 

	28.5 	
      Partial Payments




	28.5.1 	
      If the Agent receives a payment that is insufficient to
      discharge all the amounts then due and payable by the Borrower under the
      Finance Documents, the Agent shall apply that payment towards the
      obligations of the Borrower under the Finance Documents in the following
      order –




	28.5.1.1 	
      first, in or towards payment pro rata of any unpaid fees,
      costs and expenses of the Agent under the Finance Documents;

	 	 
	28.5.1.2 	
      secondly, in or towards payment pro rata of any accrued
      interest, fees, Break Costs or commission due but unpaid under this
      Agreement;

	 	 
	28.5.1.3 	
      thirdly, in or towards payment of any principal due but
      unpaid under this Agreement; and

	 	 
	28.5.1.4 	
      fourthly, in or towards payment pro rata of any other sum
      due but unpaid under the Finance Documents.




	28.5.2 	
      The Agent shall, if so directed by the Lender, vary the
      order set out in clauses 28.5.1.2 to 28.5.1.4 above.

	 	 
	28.5.3 	
      Clauses 28.5.1 and 28.5.2 above will override any
      appropriation made by the Borrower.




	28.6 	
      No Set-Off by Borrower

	 	 
		
      All payments to be made by the Borrower under the Finance
      Documents shall be calculated and be made without (and free and clear of
      any deduction for) set-off or counterclaim.




	28.7 	
      Business Days




	28.7.1 	
      In the event that the day for performance of any
      obligation to be performed in terms of any Finance Document should fall on
      a day which is not a Business Day, the relevant day for performance shall
      be the succeeding Business Day.

	 	 
	28.7.2 	
      During any extension of the due date for payment of any
      principal or Unpaid Sum under this Agreement interest is payable on the
      principal or Unpaid Sum at the rate payable on the original due
    date.




	28.8 	
      Currency of Account




	28.8.1 	
      Subject to clauses 28.8.2 and 28.8.3 below, ZAR is the
      currency of account and payment for any sum due from the Borrower under
      any Finance Document.







83 

	28.8.2 	
      Each payment in respect of costs, expenses or Taxes shall
      be made in the currency in which the costs, expenses or Taxes are
      incurred.

	 	 
	28.8.3 	
      Any amount expressed to be payable in a currency other
      than ZAR shall be paid in that other currency.




	28.9 	
      Disruption to Payment Systems

	 	 
		
      If either the Agent determines (in its discretion) that a
      Disruption Event has occurred or the Agent is notified by the Borrower
      that a Disruption Event has occurred –




	28.9.1 	
      the 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 Agent may deem necessary in the circumstances;

	 	 
	28.9.2 	
      the Agent shall not be obliged to consult with the
      Borrower in relation to any changes mentioned in clause 28.9.1 above 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;

	 	 
	28.9.3 	
      the Agent shall consult with the Finance Parties in
      relation to any changes mentioned in clause 28.9.1 above but shall not be
      obliged to do so if, in its opinion, it is not practicable to do so in the
      circumstances;

	 	 
	28.9.4 	
      any such changes agreed upon by the Agent (acting on the
      instruction of the Lender) 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);

	 	 
	28.9.5 	
      the Agent shall not be liable for any damages, costs or
      losses whatsoever (including, without limitation for negligence, gross
      negligence or any other category of liability whatsoever but not including
      any claim based on the fraud of the Agent) arising as a result of its
      taking, or failing to take, any actions pursuant to or in connection with
      this clause 28.9; and

	 	 
	28.9.6 	
      the Agent shall notify the Finance Parties of all changes
      agreed pursuant to clause 28.9.4 above.




	29 	
      SET-OFF

	 	 
		
      A Finance Party may set off any matured obligation due
      from the Borrower under the Finance Documents (to the extent beneficially
      owned by that Finance Party) against any matured obligation owed by that
      Finance Party to the Borrower, 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.








84 

	30 	
      NOTICES





	30.1 	
      Communications in Writing

	 	 
		
      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, email or letter.




	30.2 	
      Addresses

	 	 
		
      The address, email 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
  –




	30.2.1 	in the case of the Borrower – 
	 	 
	  	Physical address: 	23/25 Commerce Crescent 
	 	 	 
	  	  	Kramerville 
	 	 	 
	  	  	2031 
	 	 	 
	  	Fax number: 	xxx 
	 	 	 
	  	Email address: 	xxx 
	 	 	 
	  	Attention: 	Dave Smaldon; 
	 	 	 
	30.2.2 	in the case of the Lender – 
	 	 
	  	Physical address: 	14th Floor, 1 Merchant Place 
	 	 	 
	  	  	1 Fredman Drive 
	 	 	 
	  	  	Sandton 
	 	 	 
	  	  	2196 
	 	 	 
	  	Fax number: 	xxx 
	 	 	 
	  	Email address: 	xxx 
	 	 	 
	  	  	xxx 
	 	 	 
	  	  	xxx 
	 	 	 
	  	  	xxx 
	 	 	 
	  	Attention: 	Head of Transaction Management: Investment
      Banking; and 
	 	 	 
	30.2.3 	in the case of the Agent – 
	 	 
	  	Physical address: 	14th Floor, 1 Merchant Place








	  	  	1 Fredman Drive 
	 	 	 
	  	  	Sandton 
	 	 	 
	  		
      2196   

	 	 	 
	  	Fax number: 	xxx 
	 	 	 
	  	Email address: 	xxx 
	 	 	 
	  	Attention: 	Theresa Rheeder; 
	 	 	 
	30.2.4 	in the case of the Debt Guarantor –
    
	 	 
	  	Physical address: 	3rd Floor, 200 on Main 
	 	 	 
	  	  	Corner of Main and Bowwood Roads 
	 	 	 
	  	  	Claremont 
	 	 	 
	  		
      7708  

	 	 	 
	  	Fax number: 	xxx 
	 	 	 
	  	Email Address: 	xxx 
	 	 	 
	  	Attention: 	The Managing Director, 


or any substitute address or fax
number or department or officer as the Party may notify to the Agent (or the
Agent may notify to the other Parties, if a change is made by the Agent) by not
less than five Business Days' notice. 

	30.3 	
      Domicilia




	30.3.1 	
      Each of the Parties chooses its physical address provided
      under or in connection with clause 30.2 (Addresses) as its
      domicilium citandi et executandi at which documents in legal
      proceedings in connection with this Agreement or any other Finance
      Document may be served.

	 	 
	30.3.2 	
      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 pursuant to clause 30.4
      (Delivery).




	30.4 	
      Delivery




	30.4.1 	
      Any communication or document made or delivered by one
      person to another under or in connection with the Finance Documents will
      only be effective when received by the recipient and, unless the contrary
      is proved, shall be deemed to be received –

	 	 
	30.4.1.1 	
      if by way of email, be deemed to have been received on
      the date of transmission;







86 

	30.4.1.2 	
      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;

	 	 
	30.4.1.3 	
      if delivered by hand, be deemed to have been received at
      the time of delivery; and

	 	 
	30.4.1.4 	
      if by way of courier service, be deemed to have been
      received on the seventh Business Day following the date of such
      sending,

	 	 
		
      and if a particular department or officer is specified as
      part of its address details provided under clause 30.2 (Addresses)
      above, if addressed to that department or
officer.




	30.4.2 	
      Any communication or document to be made or delivered to
      the Agent will be effective only when actually received by the Agent and
      then only if it is expressly marked for the attention of the department or
      officer identified with the Agent's address details provided under clause
      30.2 (Addresses) above (or any substitute department or officer as
      the Agent shall specify for this purpose).

	 	 
	30.4.3 	
      All notices from or to the Borrower shall be sent through
      the Agent.

	 	 
	30.4.4 	
      Any communication or document which becomes effective, in
      accordance with clauses 30.4.1 to 30.4.1.4 above, after 17h00 in the place
      of receipt shall be deemed only to become effective on the following
      day.




	30.5 	
      Notification of Address, Email Address and Fax
      Number

	 	 
		
      Promptly upon receipt of notification of an address or
      fax number or change of address or fax number pursuant to clause 30.2
      (Addresses) or changing its own address or fax number, the Agent
      shall notify the other Parties.




	30.6 	
      Electronic
Communication




	30.6.1 	
      The Parties confirm that any communication to be made
      under or in connection with the Finance Documents may be made by
      electronic mail or other electronic means (including without limitation,
      by way of posting to a secure website).

	 	 
	30.6.2 	
      The Parties agree that –




	30.6.2.1 	
      they will notify the other Parties in writing of any
      information required to enable the transmission of information by
      electronic means; and

	 	 
	30.6.2.2 	
      they will notify the other Parties in writing of any
      change to their address or any other such information supplied by them by
      not less than five Business Days' notice.







87 

	30.6.3 	
      Any electronic communication as specified in clause
      30.6.1 above made between any two Parties will be effective only when
      actually received (or made available) in readable form and in the case of
      any electronic communication made by a Party to the Agent only if it is
      addressed in such a manner as the Agent shall specify for this
    purpose.

	 	 
	30.6.4 	
      Any reference in a Finance Document to a communication
      being sent or received shall be construed to include that communication
      being made available in accordance with this clause
30.6.




	30.7 	
      English Language

	 	 
		
      Any notice or other document given under or in connection
      with any Finance Document must be in English.




	31 	
      CALCULATIONS AND
CERTIFICATES




	31.1 	
      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.

	 	 
	31.2 	
      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.

	 	 
	31.3 	
      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).




	32 	
      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 32 shall include, without limitation,
      inoperable by way of suspension or
cancellation.







88 

	33 	
      REMEDIES AND WAIVERS

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of any Finance Party, any right or remedy under a Finance
      Document or other document or other indulgence shall operate as a waiver,
      nor shall any single or partial exercise of any right or remedy otherwise
      affect any of that Party's rights in terms of or arising from any 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 any Finance Document. No consent to any waiver or novation of a
      Party's rights in terms of or arising from any Finance Document shall be
      effective unless it is in writing. No single or partial exercise of any
      right or remedy shall prevent any further or other exercise or the
      exercise of any other right or remedy. The rights and remedies provided in
      each Finance Document are cumulative and not exclusive of any rights or
      remedies provided by law.

	 	 
	34 	
      AMENDMENTS AND WAIVERS




	34.1 	
      Required Consents




	34.1.1 	
      Subject to clause 34.2 (Exceptions) any term of
      the Finance Documents may be amended or waived only with the consent of
      the Lender and the Borrower and any such amendment or waiver will be
      binding on all Parties.

	 	 
	34.1.2 	
      The Agent may effect, on behalf of any Finance Party, any
      amendment or waiver permitted by this clause.

	 	 
	34.1.3 	
      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.




	34.2 	
  Exceptions




	34.2.1 	
      Subject to clause 34.3 (Replacement of Screen
      Rate) an amendment or waiver of any term of any Finance Document that
      has the effect of changing or which relates to
–




	34.2.1.1 	
      this clause 34;

	 	 
	34.2.1.2 	
      a change to the date of payment of any amount under the
      Finance Documents;

	 	 
	34.2.1.3 	
      a reduction in the Margin or a reduction in the amount of
      any payment of principal, interest, fees or commission payable;

	 	 
	34.2.1.4 	
      an extension of the Availability Period or any
      requirement that a cancellation of tall or any portion of the Commitment
      reduces the Commitment of the Lender under the Facility;

	 	 
	34.2.1.5 	
      a change to the Borrower;







89 

	34.2.1.6 	
      any provision which expressly requires the consent of the
      Lender; and

	 	 
	34.2.1.7 	
      the nature and scope of clause 2.3 (Finance Parties'
      Rights and Obligations), clause 4.1 (Purpose), clause 6.1
      (Delivery of a Utilisation Request), clause 8.1
      (Illegality), clause 8.2 (Change of Control), clause 8.13
      (Restrictions), clause 14.3 (Tax Indemnity), clause 15
      (Increased Costs), clause 24 (Changes to the Parties),
      clause 27 (Sharing among the Finance Parties), this clause 34, the
      governing law of any Finance Document, clause 42 (Governing Law) or
      clause 43 (Jurisdiction),



shall not be made without the prior
consent of the Lender. 

	34.2.2 	
      An amendment or waiver which relates to the rights or
      obligations of the Agent (in its capacity as such) may not be effected
      without the consent of the Agent.




	34.3 	
      Replacement of Screen Rate

	 	 
		
      Subject to clause 34.2.2 (Exceptions), if the
      Screen Rate is not available for ZAR, any amendment or waiver which
      relates to providing for another benchmark rate to apply in relation to
      ZAR in place of that Screen Rate (or which relates to aligning any
      provision of a Finance Document to the use of that benchmark rate) may be
      made with the consent of the Agent (on behalf of the Lender) and the
      Borrower.




	35 	
      CONFIDENTIAL
INFORMATION




	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 (Disclosure of Confidential
      Information), 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 other 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;







90 

	35.2.2 	
      to any other person –




	35.2.2.1 	
      to (or through) whom it Transfers (or may potentially
      Transfer) all or any of its rights and obligations under one or more
      Finance Documents or which succeeds (or which may potentially succeed) it
      as Agent and in each case, to any of that person's Affiliates, Related
      Funds, Representatives and professional advisers;

	 	 
	35.2.2.2 	
      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 the Borrower and to any of that person's
      Affiliates, Related Funds, Representatives and professional
    advisers;

	 	 
	35.2.2.3 	
      appointed by any Finance Party or by a person to whom
      clauses 35.2.2.1 or 35.2.2.2 above applies to receive communications,
      notices, information or documents delivered pursuant to the Finance
      Documents on its behalf, (including, without limitation, any person
      appointed under clause 25.13.1.2 of clause 25.13 (Relationship with the
      Lender));

	 	 
	35.2.2.4 	
      who invests in or otherwise finances (or may potentially
      invest in or otherwise finance), directly or indirectly, any transaction
      referred to in clause 35.2.2.1 or 35.2.2.2 above;

	 	 
	35.2.2.5 	
      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;

	 	 
	35.2.2.6 	
      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;

	 	 
	35.2.2.7 	
      who is a Party; or

	 	 
	35.2.2.8 	
      with the consent of the Borrower; in each case, such
      Confidential Information as that Finance Party shall consider appropriate
      if—




	35.2.2.8.1 	
      in relation to clauses 35.2.2.1, 35.2.2.2 and 35.2.2.3
      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;







91 

	35.2.2.8.2 	
      in relation to clause 35.2.2.4 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

	 	 
	35.2.2.8.3 	
      in relation to clauses 35.2.2.5, 35.2.2.6 and 35.2.2.7
      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 person appointed by that Finance Party or by a
      person to whom clause 35.2.2.1 or 35.2.2.2 above applies to provide
      administration or settlement services in respect of one or more of the
      Finance Documents including without limitation, in relation to the trading
      of participations in respect of the Finance Documents, such Confidential
      Information as may be required to be disclosed to enable such service
      provider to provide any of the services referred to in this clause 35.2.3
      if the service provider to whom the Confidential Information is to be
      given has entered into a confidentiality agreement substantially in the
      form of the LMA Master Confidentiality Undertaking for Use With
      Administration/Settlement Service Providers or such other form of
      confidentiality undertaking agreed between the Borrower and the relevant
      Finance Party; and

	 	 
	35.2.4 	
      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 Borrower if the rating agency
      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.




	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.








92 

	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 35.2.2.5 (Disclosure of
      Confidential Information) 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 –




	35.6.1 	
      the date on which all amounts payable by the Borrower
      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 	
      CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK
      QUOTATION




	36.1 	
      Confidentiality and
Disclosure




	36.1.1 	
      The Agent and the Borrower agree to keep each Funding
      Rate and, in the case of the Agent, each Reference Bank Quotation
      confidential and not to disclose it to anyone, save to the extent
      permitted by clause 36.1.2, 36.1.3 and 36.1.4 below.

	 	 
	36.1.2 	
      The Agent may disclose –




	36.1.2.1 	
      any Funding Rate (but not, for the avoidance of doubt,
      any Reference Bank Quotation) to the Borrower pursuant to clause 9.6
      (Notification of rates of interest); and

	 	 
	36.1.2.2 	
      any Funding Rate or any Reference Bank Quotation to any
      person appointed by it to provide administration services in respect of
      one or more of the Finance Documents to the extent necessary to enable
      such service provider to provide those services if the service provider to whom that
      information is to be given has entered into a confidentiality agreement
      substantially in the form of the LMA Master Confidentiality Undertaking
      for Use With Administration/Settlement Service Provider or such other form
      of confidentiality undertaking agreed between the Agent and the relevant
    Lender or Reference Bank, as the case may be.








93 

	36.1.3 	
      The Agent may disclose any Funding Rate or any Reference
      Bank Quotation, and the Borrower may disclose any Funding Rate, to
  –





	36.1.3.1 	
      any of its Affiliates and any of its or their officers,
      directors, employees, professional advisers, auditors, partners and
      Representatives if any person to whom that Funding Rate or Reference Bank
      Quotation is to be given pursuant to this clause 36.1.3.1 is informed in
      writing of its confidential nature and that it 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 that Funding Rate or Reference Bank Quotation or is
      otherwise bound by requirements of confidentiality in relation to
    it;

	 	 
	36.1.3.2 	
      any person 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 if the person to whom that Funding Rate or
      Reference Bank Quotation is to be given is informed in writing of its
      confidential nature and that it may be price-sensitive information expect
      that there shall be no requirement to so inform if, in the opinion of the
      Agent or the Borrower, as the case may be, it is not practicable to do so
      in the circumstances.

	 	 
	36.1.3.3 	
      any person to whom information is required to be
      disclosed in connection with, and for the purposes of, any litigation,
      arbitration, administrative or other investigation, proceedings or
      disputes if the person to whom that Funding Rate or Reference Bank
      Quotation is to be given is informed in writing of its confidential nature
      and that it may be price-sensitive information except that there shall be
      no requirement to so inform if, in the opinion of the Agent or the
      Borrower, as the case may be, it is not practicable to do so in the
      circumstances; and

	 	 
	36.1.3.4 	
      any person with the consent of the relevant Lender or
      Reference Bank, as the case may be.




	36.1.4 	
      The Agent's obligations in this clause 35 relating to
      Reference Bank Quotations are without prejudice to its obligations to make
      notifications under clause 9.6 (Notification of rates of interest)
      provided that (other than pursuant to clause 36.1.3.1 above) the Agent
      shall not include the details of any individual Reference Bank Quotation
      as part of any such notification.







94 

	36.2 	
      Related Obligations




	36.2.1 	
      The Agent and the Borrower acknowledge that each Funding
      Rate (and, in the case of the Agent, each Reference Bank Quotation) is or
      may be price-sensitive information and that its use may be regulated or
      prohibited by applicable legislation including, securities law relating to
      insider dealing and market abuse and the Agent and the Borrower undertake
      not to sue any Funding Rate or, in the case of the Agent, any Reference
      Bank Quotation for any unlawful purpose.

	 	 
	36.2.2 	
      The Agent and the Borrower agree (to the extent permitted
      by law and regulation) to inform the relevant Lender or Reference Bank, as
      the case may be –




	36.2.2.1 	
      of the circumstances of any disclosure made pursuant to
      clause 36.1.3.2 (Confidentiality and disclosure) 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

	 	 
	36.2.2.2 	
      upon becoming aware that any information has been
      disclosed in breach of this clause 36.




	36.3 	
      No Event of Default

	 	 
		
      No Event of Default will occur under clause 23.3
      (Other obligations) by reason only of the Borrower's failure to
      comply with this clause 36.




	37 	
      RENUNCIATION OF BENEFITS

	 	 
		
      The Borrower 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.

	 	 
	38 	
      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.

	 	 
	39 	
      WAIVER OF IMMUNITY

	 	 
		
      The Borrower waives generally all immunity it or its
      assets or revenues may otherwise have in any jurisdiction, including
      immunity in respect of –







95 

	39.1.1 	
      the giving of any relief by way of an interdict or order
      for specific performance or for the recovery of assets or revenues;
    and

	 	 
	39.1.2 	
      the issue of any process against its assets or revenues
      for the enforcement of a judgment or, in an action in rem, for the arrest,
      detention or sale of any of its assets and
revenues.




	40 	
      SOLE AGREEMENT

	 	 
		
      The Finance Documents constitute the sole record of the
      agreement between the Parties in regard to the subject matter
    thereof.

	 	 
	41 	
      NO IMPLIED TERMS

	 	 
		
      No Party shall be bound by any express or implied term,
      representation, warranty, promise or the like, not recorded in any Finance
      Document in regard to the subject matter thereof.

	 	 
	42 	
      GOVERNING LAW

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

	 	 
	43 	
      JURISDICTION




	43.1 	
      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
      this Agreement or any non-contractual obligation arising out of or in
      connection with this Agreement) (a "Dispute").

	 	 
	43.2 	
      The Parties agree that the courts of South Africa are the
      most appropriate and convenient courts to settle Disputes and accordingly
      no Party will argue to the contrary.

	 	 
	43.3 	
      Notwithstanding clause 43.1 above, no Finance Party shall
      be prevented from taking proceedings relating to a Dispute in any other
      courts with jurisdiction. To the extent allowed by law, the Finance
      Parties may take concurrent proceedings in any number of
    jurisdictions.








	SIGNED at Sandton on 28 June 2018
    
	 	 
	 	For and on behalf of 
	 	DNI-4PL CONTRACTS PROPRIETARY
  
	 	LIMITED 
	 	 
	 	 
	 	/s/ A.
      J. Dunn 
	 	Signature 
	 	 
	 	A. J.
      Dunn 
	 	Name of Signatory 
	 	 
	 	CEO
  
	 	Designation of Signatory








	SIGNED at Cape Town on 07 June 2018
    
	 	 
	 	For and on behalf of 
	 	K2018318388 (SOUTH AFRICA)
      (RF) 
	 	PROPRIETARY LIMITED 
	 	 
	 	 
	 	/s/
      Rozanne Kamalie 
	 	Signature 
	 	 
	 	Rozanne Kamalie 
	 	Name of Signatory 
	 	 
	 	Director 
	 	Designation of Signatory








	SIGNED at Sandton on 28 June 2018
    
	 	 
	 	For and on behalf of 
	 	FIRSTRAND BANK LIMITED (ACTING 
	 	THROUGH ITS RAND MERCHANT BANK 
	 	DIVISION) (as Agent) 
	 	 
	 	 
	 	/s/
      Robert Leon 
	 	Signature 
	 	 
	 	Robert
      Leon 
	 	Name of Signatory 
	 	 
	 	Authorised 
	 	Designation of Signatory 
	 	 
	 	 
	 	 
	 	/s/
      Jon Chowthee 
	 	Signature 
	 	 
	 	Jon
      Chowthee 
	 	Name of Signatory 
	 	 
	 	Authorised 
	 	Designation of Signatory








	SIGNED at SANDTON on 28 June 2018
    
	 	 
	 	For and on behalf of 
	 	FIRSTRAND BANK LIMITED (ACTING 
	 	THROUGH ITS RAND MERCHANT BANK 
	 	DIVISION) (as Lender) 
	 	 
	 	 
	 	/s/
      Robert Leon 
	 	Signature 
	 	 
	 	Robert
      Leon 
	 	Name of Signatory 
	 	 
	 	Authorised 
	 	Designation of Signatory 
	 	 
	 	 
	 	 
	 	/s/
      Jon Chowthee 
	 	Signature 
	 	 
	 	Jon
      Chowthee 
	 	Name of Signatory 
	 	 
	 	Authorised 
	 	Designation of Signatory







Annexure A 

CONDITIONS PRECEDENT 

	1 	
      BORROWER




	1.1 	
      A copy of the constitutional documents of the Borrower
      and each Original Guarantor.

	 	 
	1.2 	
      A copy of a resolution of the board of directors of the
      Borrower, the Debt Guarantor, M4J, each member of the Consortium and each
      Original Guarantor –




	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 a specified person or persons to execute the
      Finance Documents to which it is a party on its behalf; and

	 	 
	1.2.3 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices (including, if relevant,
      a Utilisation Request) 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 specimen of the signature of each person authorised by
      the resolution referred to in paragraph 1.2 above.

	 	 
	1.4 	
      A copy of a resolution duly passed by the holders of the
      issued shares of the Borrower, M4J, each member of the Consortium, the
      Debt Guarantor and each Original Guarantor (to the extent applicable)
      authorising it, inter alia, for all purposes required under
      sections 44 and/or 45, to provide the "financial assistance" that may
      arise as a result of its entry into the Finance Documents to which it is a
      party.




	2 	
      OPINIONS

	 	 
		
      Legal opinion by legal counsel appointed by
  –




	2.1 	
      the Lender, in respect of the legality, validity and
      enforceability of the Finance Documents in the jurisdiction to which they
      are subject; and

	 	 
	2.2 	
      the Borrower, in respect of the capacity and authority of
      the Obligors under South African law to enter into and perform its
      obligations under the Finance Documents.




	3 	
      OTHER DOCUMENTS AND
EVIDENCE




	3.1 	
      A disclosure schedule in relation to the Group setting
      out existing indebtedness, encumbrances, litigation (including
      environmental actual and anticipated claims), industrial action, and other
      necessary disclosures.








	3.2 	
      Evidence to the satisfaction of the Agent that all
      Insurances are in place and are on risk.

	 	 
	3.3 	
      A copy of any other Authorisation, approval or other
      document, opinion or assurance which the Lender 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 legality, validity and enforceability of any Finance
      Document.

	 	 
	3.4 	
      Evidence to the satisfaction of the Agent that all
      amounts owing to the Lender under the agreement entitled "Intraday
      Bridge Loan Facility Agreement" concluded between the Lender, AJD and
      Richmark have been settled in full.




	4 	
      FINANCE DOCUMENTS

	 	 
		
      Each duly executed –




	4.1 	
      Finance Document save for the Finance documents
      contemplated in accordance with the provisions of clause 22.21
      (Material Subsidiaries); and

	 	 
	4.2 	
      Security Structure Document.




	5 	
      SECURITY

	 	 
		
      To the extent that any assets in respect of which
      Security is, in terms of the Finance Documents, required to be given in
      favour of the Debt Guarantor, is subject to a security interest in favour
      of another person ("Encumbered Asset"), evidence to the
      satisfaction of the Lender that the Encumbered Assets have been or will be
      released.

	 	 
	6 	
      CREDIT APPROVAL

	 	 
		
      The Lender has received all internal approvals other than
      credit approval in respect of the Commitment to enter into and perform its
      obligations under and in terms of each Finance Documents.

	 	 
	7 	
      KNOW YOUR CUSTOMER REQUIREMENTS

	 	 
		
      Such documentation and other evidence as is reasonably
      requested by the Finance Parties 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.

	 	 
	8 	
      CONFIRMATIONS

	 	 
		
      A certificate of the Borrower and each Original
      Guarantor, duly signed by a director confirming that, as at the Fulfilment
      Date -








	8.1 	
      no Material Adverse Change has occurred since the
      Signature Date;

	 	 
	8.2 	
      no Event of Default has occurred and no Default has
      occurred and is continuing since the Signature Date; and

	 	 
	8.3 	
      the representations and warranties in the Agreement are
      true in all material respects.







Annexure B 

OBLIGOR SECURITY 

	1 	
      OBLIGORS




	1.1 	
      A copy of the constitutional documents of the Obligors
      (other than the Borrower and Original Guarantors).

	 	 
	1.2 	
      A copy of a resolution of the board of directors of the
      Obligors (other than the Borrower and the Original Guarantors)
  –




	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 a specified person or persons to execute the
      Finance Documents to which it is a party on its behalf; and

	 	 
	1.2.3 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices (including, if relevant,
      a Utilisation Request) 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 specimen of the signature of each person authorised by
      the resolution referred to in paragraph 1.2 above.

	 	 
	1.4 	
      A copy of a resolution duly passed by the holders of the
      issued shares of each Obligor (to the extent applicable) authorising it,
      inter alia, for all purposes required under sections 44 and/or 45,
      to provide the "financial assistance" that may arise as a result of its
      entry into the Finance Documents to which it is a
party.




	2 	
      OPINIONS

	 	 
		
      Legal opinion by legal counsel appointed by
  –




	2.1 	
      the Lender, in respect of the legality, validity and
      enforceability of the Finance Documents to which each Obligor (other than
      the Borrower and the Original Guarantor) is party, in the jurisdiction to
      which they are subject; and

	 	 
	2.2 	
      the Borrower, in respect of the capacity and authority of
      each Obligor (other than the Borrower and the Original Guarantor) under
      South African law to enter into and perform its obligations under the
      applicable Finance Documents.








	3 	
      OTHER DOCUMENTS AND
EVIDENCE




	3.1 	
      Evidence to the satisfaction of the Agent that all
      documents and evidence require to be delivered under the Security
      Documents by any applicable Obligor have been delivered in form and
      substance satisfactory to the Agent;

	 	 
	3.2 	
      A copy of any other Authorisation, approval or other
      document, opinion or assurance which the Lender 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 legality, validity and enforceability of any Finance
      Document.




	4 	
      FINANCE DOCUMENTS

	 	 
		
      Each duly executed Finance Document by each applicable
      Obligor in form and substance satisfactory to the Agent.

	 	 
	5 	
      KNOW YOUR CUSTOMER REQUIREMENTS

	 	 
		
      Such documentation and other evidence as is reasonably
      requested by the Finance Parties 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.

	 	 
	6 	
      CONFIRMATIONS

	 	 
		
      A certificate of the applicable Obligors, duly signed by
      a Director of that Obligor confirming that, as at the date of satisfaction
      of the conditions subsequent –




	6.1 	
      no Material Adverse Change has occurred since the
      Signature Date;

	 	 
	6.2 	
      no Event of Default has occurred and no Default has
      occurred and is continuing since the Signature Date; and

	 	 
	6.3 	
      the representations and warranties in the Agreement are
      true in all material respects.







Annexure C 

FORM OF UTILISATION REQUEST 

From DNI-4PL Contracts Proprietary Limited 

To            
FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as
Agent) 

Dated [ • ] 

Dear Sirs 

DNI-4PL CONTRACTS PROPRIETARY LIMITED – REVOLVING CREDIT
FACILITY AGREEMENT DATED [ • ] ("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 Loan on the following terms
  –




	Proposed Utilisation Date: 	[ • ] (or, if that is not a Business
      Day, the next 
	  	Business Day) 
	  	  
	Amount: 	ZAR[ • ] 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 	
      In accordance with the requirements of clause 5.1.3 of
      the Agreement, we attach hereto a Compliance Certificate.

	 	 
	5 	
      The proceeds of this Loan should be credited to the
      following bank account –




	Bank: 	[ • ] 
	 	 
	Account name: 	[ • ] 
	 	 
	Account number: 	[ • ] 
	 	 
	Branch code: 	[ • ] 
	 	 
	Reference: 	[ • ]
  



	5. 	
      This Utilisation Request is
irrevocable.



Yours faithfully 

___________________________
authorised signatory for:

DNI-4PL Contracts Proprietary Limited 




Annexure D 

FORM OF COMPLIANCE CERTIFICATE 

To          
FirstRand Bank Limited (acting through its Rand Merchant Bank division)
as Agent From DNI-4PL Contracts Proprietary Limited 

Dated [ • ] 

Dear Sirs 

DNI-4PL CONTRACTS PROPRIETARY LIMITED – REVOLVING CREDIT
FACILITY AGREEMENT DATED [ ] ("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 	
      This Compliance Certificate is in respect of [insert
      measurement date] ("Measurement Date"), pursuant to clause [ • ]
      of the Agreement.

	 	 
	3 	
      We confirm that in respect of the Measurement Date
    –





		As Calculated 	Covenant 	Compliance 
(Yes/No) 
	Net Senior Debt to 
EBITDA 			
	Net Senior Interest to 
EBITDA 			
	Gross Senior Debt to 
EBITDA Ratio 			





	 	 	 
	authorised signatory for: 	 	authorised signatory for: 
	[ • ] 	 	[ • ] 
	Director of DNI-4PL Contracts 	 	Director of DNI-4PL Contracts 
	Proprietary Limited 	 	Proprietary Limited 
	 	 	 
	[insert applicable 	 	
      certification language]









Annexure E 

FORM OF IRREVOCABLE LETTER OF UNDERTAKING 

To:        FirstRand Bank
Limited (acting through its Rand Merchant Bank division) as Agent 

Date [ • ]

Dear Sirs 

	1 	
      We refer to the revolving facility agreement dated [ ]
      between, inter alios, DNI-4PL Contracts Proprietary Limited
      ("Borrower") and the Agent pursuant to which, inter alia, the
      Facility (as defined therein) is made available to the Borrower
      ("Facility Agreement").

	 	 
	2 	
      Words and expressions defined in the Facility Agreement,
      unless expressly defined in this letter, have the same meaning in this
      letter.

	 	 
	3 	
      M4Jam Proprietary Limited (the "Company") confirms
      that its directors have been provided with a draft of the Facility
      Agreement.

	 	 
	4 	
      The Company hereby irrevocably undertakes in favour of
      the Lender to –




	4.1 	
      ensure that the Borrower –




	4.1.1 	
      continues to control the dividend policy adopted and
      implemented by Company;

	 	 
	4.1.2 	
      remains the treasury company within the
  Group;




	4.2 	
      pay all cash balances in excess of ZAR[ ] held by the
      Company as a Distribution to the Borrower on a weekly basis;

	 	 
	4.3 	
      except as permitted under clause [20.18] of the Facility
      Agreement, not be a debtor of the Borrower in respect of any Financial
      Indebtedness;

	 	 
	4.4 	
      except as permitted under clause [20.20] of the Facility
      Agreement, not incur or allow to remain outstanding any Financial
      Indebtedness;

	 	 
	4.5 	
      not create or permit to subsist any Security over any of
      its assets without the prior written consent of the
  Agent.




	5 	
      No variation or amendment hereof shall be valid unless in
      writing.

	 	 
	6 	
      The undertakings given in this undertaking shall be
      governed by the law of South Africa.



Yours faithfully 

_____________________________________________ 
For
and on behalf of: 
M4Jam Proprietary Limited 




Annexure F 

DISCLOSURE SCHEDULE