Net 1 UEPS Technologies, Inc.: Exhibit 10.55 - Filed by newsfilecorp.com







	Exhibit 10.55
	  
	  
	  
	COMMON TERMS AGREEMENT 
	 
	 
	  
	DATED 20 OCTOBER, 2016 
	AS AMENDED AND RESTATED ON 15 MARCH, 2017 
	 
	 
	SENIOR TERM LOAN FACILITIES 
	  
	 
	for 
	 
	 
	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
      LIMITED 
	(as borrower) 
	 
	 
	with 
	 
	 
	NET1 UEPS TECHNOLOGIES, INC 
	(as parent) 
	 
	 
	arranged by 
	 
	 
	FIRSTRAND BANK LIMITED 
	(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)
    
	(as mandated lead arranger) 
	 
	 
	and 
	 
	 
	FIRSTRAND BANK LIMITED 
	(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)
    
	(as original senior lender) 
	 
	 
	with 
	 
	 
	FIRSTRAND BANK LIMITED 
	(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)
    
	(as facility agent) 


 




CONTENTS 

	Clause 	Page 




	1. 	Definitions and Interpretation
    	1 
	2. 	The Senior Facilities 	27 
	3. 	Purpose 	29 
	4. 	Conditions of Utilisation 	29 
	5. 	Utilisation 	30 
	6. 	Payments under a Bank Guarantee 	30 
	7. 	Escrow Deposit 	31 
	8. 	Security Cession 	33 
	9. 	Repayment 	35 
	10. 	Prepayment and Cancellation 	35 
	11. 	Prepayment Offers and
      priorities 	41 
	12. 	Interest and Interest Periods 	44 
	13. 	Changes to the Calculation of
      Interest 	44 
	14. 	Break Costs and Break Gains 	45 
	15. 	Fees 	45 
	16. 	Tax Gross-up and Indemnities 	46 
	17. 	Changes in Costs 	49 
	18. 	Other Indemnities 	51 
	19. 	Mitigation by the Lenders 	52 
	20. 	Costs and Expenses 	53 
	21. 	Guarantee and Indemnity 	54 
	22. 	Representations 	59 
	23. 	Information Undertakings 	67 
	24. 	Financial Covenants 	71 
	25. 	General Undertakings 	73 
	26. 	Events of Default 	90 
	27. 	Changes to the Lenders 	96 
	28. 	Changes to the Obligors 	98 
	29. 	The Administrative Parties 	100 
	30. 	Sharing Among the Finance Parties 	100 
	31. 	Conduct of Business by the
      Finance Parties 	102 
	32. 	Finance Party Rights 	102 
	33. 	Payment Mechanics 	103 
	34. 	Set-off 	105 
	35. 	Calculations and Certificates
    	105 
	36. 	Notices 	106 
	37. 	Amendments and Waivers 	109









	38. 	Confidentiality 	109 
	39. 	General Provisions 	111 
	40. 	Governing Law 	113 
	41. 	Jurisdiction 	113 
	42. 	Waiver of Jury Trial 	113 
	43. 	Waiver of Immunity 	113 



	Schedule 1 	The Original Parties 	115 
	Schedule 2 	Conditions Precedent 	117 
	Schedule 3 	Form of Transfer Certificate
	122 
	Schedule 4 	Forms of Accession Letter 	125 
	Schedule 5 	Form of Resignation Letter 	128 
	Schedule 6 	Form of Bank Guarantee 	130 
	Schedule 7 	Form of Compliance Certificate
    	134 
	Schedule 8 	Form of Auditors Certification 	136 
	Schedule 9 	Acceptable Lenders 	139 
	Schedule 10 	Form of Confidentiality Undertaking 	141 
	Schedule 11 	Disclosure Schedule 	145 
	Schedule 12 	Dormant Subsidiaries 	146 






THIS AGREEMENT is made between: 

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

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

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

	 	 
	(4) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division), as mandated lead arranger (in this capacity,
      the Arranger);

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

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



IT IS AGREED as follows: 

SECTION 1 
INTERPRETATION 

	1. 	
      DEFINITIONS AND
INTERPRETATION




	1.1 	
      Definitions

	 	 
		
      In this Agreement:




	1.1.1 	
      Acceptable Bank means:




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

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

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




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

	 	 
	1.1.3 	
      Additional Guarantor means a person which becomes
      an Additional Guarantor in accordance with Clause 28.2 (Additional
      Guarantors);

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

	 	 
	1.1.5 	
      Advance Date means the date of the disbursement of
      the Loans under Senior Facility A and Senior Facility B pursuant to Clause
6.1.2(b)(i) (Payments under a Bank Guarantee);



1 





	1.1.6 	
      Affiliate, in relation to any person, means a
      Subsidiary of that person or a Holding Company of that person, or any
      other Subsidiary of that Holding Company;

	 	 
	1.1.7 	
      Applicable Margin means, for any amount (including
      an Unpaid Sum) outstanding under a particular Senior Facility, the rate
      per annum specified as such in the applicable Senior Facility
      Agreement;

	 	 
	1.1.8 	
      Approved Bank means an Acceptable Bank which has
      been given and has acknowledged all notices (if any) required to be given
      to it under an applicable Security Agreement;

	 	 
	1.1.9 	
      Auditors means Deloitte, or any other firm
      appointed or otherwise approved in advance by the Facility Agent in
      accordance with Clause 23.5.2 (Auditors);

	 	 
	1.1.10 	
      Availability Period, in relation to Senior
      Facility A, Senior Facility B or Senior Facility C, has the meaning given
      to that term in the applicable Senior Facility Agreement;

	 	 
	1.1.11 	
      Available Commitment, in relation to Senior
      Facility A, Senior Facility B or Senior Facility C, means a Lender's
      Commitment under that Senior Facility minus:




	 	(a) 	
      the amount of its participation in any Bank Guarantee
      issued under that Senior Facility;

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

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




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

	 	 
	1.1.13 	
      Bank Guarantee means a guarantee in favour of Blue
      Label Telecoms, substantially in the form set out in Schedule 6 (Form of
      Bank Guarantee);

	 	 
	1.1.14 	
      Bank Guarantee Expiry Date means 31 May,
    2017;

	 	 
	1.1.15 	
      Base Rate means for an Interest Period of any Loan
      or Unpaid Sum, JIBAR, or for an Interest Period of a Loan which is less
      than a full period of one month (a Broken JIBAR Period), the rate
      determined in accordance with the following
formula:




	 	R = R1 + 	[T − T1 ] × [R 2 − R1 ]	 
	 	T2 −
      T1 	 
	 	 


where: 

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



2 





		R2 	= 	JIBAR for the period closest to but greater
      than the Broken JIBAR Period; 
	 	  	  	  
	 	T 	= 	the number of days in the Broken JIBAR Period;
    
	 	  	  	  
		T1 	= 	the number of days in the period for which
      R1 is quoted on the first day of the Broken JIBAR Period;

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



	1.1.16 	
      BEE Party means a juristic person, trust or entity
      in respect of which historically disadvantaged persons beneficially hold
      and control at least the minimum percentage ownership interests therein
      and/or derive therefrom the minimum economic benefits as may be stipulated
      from time to time pursuant to the applicable industry sector charter, as
      read with any applicable black economic empowerment codes of conduct and
      which, in any case, is not a member of the Group;

	 	 
	1.1.17 	
      Cash Distribution has the meaning given to it in
      Clause 25.19.2 (Distributions);

	 	 
	1.1.18 	
      Cash Distribution Prepayment Amount has the
      meaning given to it in Clause 25.19.2(f) (Distributions);

	 	 
	1.1.19 	
      Blue Label Telecoms means Blue Label Telecoms
      Limited (registration number 2006/022679/06), a public company registered
      under the laws of South Africa;

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

	 	 
	1.1.21 	
      Break Gains in relation to any Senior Facility,
      has the meaning given to that term in the applicable Senior Facility
      Agreement;

	 	 
	1.1.22 	
      Business Day means a day (other than a Saturday, a
      Sunday or official public holiday) on which banks are open for general
      business in Johannesburg;

	 	 
	1.1.23 	
      Cash Paymaster means Cash Paymaster Services
      Proprietary Limited (registration number 1971/007195/07), a company
      registered under the laws of South Africa;

	 	 
	1.1.24 	
      Closing Date means the date on which the Facility
      Agent issues the notice contemplated by Clause 4.1 (Initial conditions
      precedent);

	 	 
	1.1.25 	
      Commitment means a Senior Facility A Commitment, a
      Senior Facility B Commitment or a Senior Facility C Commitment;

	 	 
	1.1.26 	
      Companies Act means the Companies Act, 2008,
      including all regulations promulgated under that act;

	 	 
	1.1.27 	
      Compliance Certificate means a certificate
      substantially in the form set out in Schedule 7 (Form of Compliance
      Certificate) or otherwise in the agreed form;

	 	 
	1.1.28 	
      Confidential Information means all information
      relating to the Borrower, any other Obligor, the Group, the Finance
      Documents or a Senior Facility in the possession of a Finance Party in its
      capacity as, or for the purpose of becoming, a Finance Party or which is
      received by a Finance Party in relation to, or for the purpose of becoming
      a Finance Party under, the Finance Documents or a Senior Facility from
      either:




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



3 





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



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

	 	(i) 	
      is or becomes public information other than as a result
      of any breach by that Finance Party of Clause 38 (Confidentiality);
    or

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

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




	1.1.29 	
      Confidentiality Undertaking means a
      confidentiality undertaking substantially in the form set out in Schedule
      10 (Form of Confidentiality Undertaking) or otherwise in the agreed
      form;

	 	 
	1.1.30 	
      Default means:




	 	(a) 	
      an Event of Default; or

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




	1.1.31 	
      Disruption Event means either or both
  of:




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

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




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

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




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

	 	 
	1.1.32 	
      Dormant Subsidiary means each member of the Group
      listed in Schedule 12 (Dormant Subsidiaries);



4 





	1.1.33 	
      Environment means humans, animals, plants and all
      other living organisms including the ecological systems of which they form
      part and the following media:




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

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

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




	1.1.34 	
      Environmental Claim means any claim, litigation,
      arbitral proceedings or administrative proceedings, formal notice or
      investigation by any authority in respect of any Environmental Law or any
      authorisation held (or required to be held) under applicable Environmental
      Law;

	 	 
	1.1.35 	
      Environmental Law means any applicable law or
      regulation which relates to:




	 	(a) 	
      the pollution or protection of the Environment;

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

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




	1.1.36 	
      Environmental Permit means any permit and other
      authorisation and the filing of any notification, report or assessment
      required under any Environmental Law for the operation of the business of
      any member of the Group or in respect of any immovable properties owned or
      used by any member of the Group;

	 	 
	1.1.37 	
      Escrow Account means the following bank account
      held in the name of the Borrower with the Original Issuing
  Bank:




	 	Bank: 	First National Bank 
	 	Branch: 	RMB Corporate Banking 
	 	Branch Number: 	xxxxxxx 
	 	Account Number: 	xxxxxxx 
	 	Account Name: 	xxxxxxx 
	 	Reference: 	xxxxxxx 
	 	For further credit to: 	xxxxxxx 



    	1.1.38 	Escrow Deposit means the deposit made by or for
          the benefit of the Borrower pursuant to Clause 7.2 (Escrow
          Deposit);

	 	 
	1.1.39 	Escrow Deposit Security Cession means the cession
          in security given by the Borrower in favour of the Original Issuing Bank
          under Clause 8 (Security Cession) over all of its rights, title, interests
          and claims against the Original Issuing Bank in respect of the Escrow
          Deposit;

	 	 
	1.1.40 	Event of Default means any event or circumstance
          specified in Clause 26 (Events of Default);

	 	 
	1.1.41 	FATCA means:



    5 





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

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

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




	1.1.42 	
      FATCA Deduction means a deduction or withholding
      from a payment under a Finance Document required by FATCA;

	 	 
	1.1.43 	
      FATCA Exempt Party means a Party that is entitled
      to receive payments free from any FATCA Deduction;

	 	 
	1.1.44 	
      Fee Letter means any letter or letters entered
      into by reference to this Agreement, dated on or about the Signature Date,
      between one or more Administrative Parties and the Borrower setting out
      any of the fees referred to in Clause 15 (Fees);

	 	 
	1.1.45 	
      Final Discharge Date means the date on
    which:




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

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




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

	 	 
	1.1.46 	
      Final Maturity Date, in relation to any Senior
      Facility, has the meaning given to that term in the applicable Senior
      Facility Agreement;

	 	 
	1.1.47 	
      Finance Document
means:




	 	(a) 	
      this Agreement;

	 	 	 
	 	(b) 	
      each Senior Facility Agreement;

	 	 	 
	 	(c) 	
      each Bank Guarantee;

	 	 	 
	 	(d) 	
      the Subordination Agreement;

	 	 	 
	 	(e) 	
      each Security Document;

	 	 	 
	 	(f) 	
      any Fee Letter;

	 	 	 
	 	(g) 	
      the Intercreditor Agreement;



6 





	 	(h) 	
      a Transfer Certificate;

	 	 	 
	 	(i) 	
      any Accession Letter;

	 	 	 
	 	(j) 	
      any Resignation Letter;

	 	 	 
	 	(k) 	
      any Utilisation Request;

	 	 	 
	 	(l) 	
      a Compliance Certificate;

	 	 	 
	 	(m) 	
      the First Amendment & Restatement
Agreement;

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




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

	 	 
	1.1.48 	
      Finance Parties means the Lenders, the Issuing
      Banks and the Administrative Parties (and Finance Party, as the
      context requires, means any of them);

	 	 
	1.1.49 	
      Financial Indebtedness means any indebtedness for
      or in respect of:




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

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

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

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

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

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

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

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

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

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



7 





	1.1.50 	
      First Amendment & Restatement Agreement means
      the amendment and restatement agreement, dated 15 March, 2017, between the
      Parties to this Agreement amending and restating this Agreement;

	 	 
	1.1.51 	
      Fraudulent Transfer Law means any applicable US
      Bankruptcy Law or any applicable US state fraudulent transfer or
      conveyance law;

	 	 
	1.1.52 	
      Group means the Borrower and each of its
      Subsidiaries from time to time, but excluding Smart Life;

	 	 
	1.1.53 	
      Group Structure Chart means the written group
      structure diagram delivered to the Facility Agent pursuant to Clause 4.1
      (Initial conditions precedent) and Schedule 2 (Conditions Precedent) on or
      before the Closing Date;

	 	 
	1.1.54 	
      Guarantor means an Original Guarantor or an
      Additional Guarantor;

	 	 
	1.1.55 	
      Holding Company, in relation to a company or
      corporation, means any other company or corporation in respect of which it
      is a Subsidiary;

	 	 
	1.1.56 	
      IFRS means international accounting standards
      within the meaning of IAS Regulation (EC) No 1606/2002 of the European
      Parliament and of the Council of the European Union, to the extent
      applicable to the relevant financial statements;

	 	 
	1.1.57 	
      Insurance means any contract or policy of
      insurance and reinsurance taken out by or on behalf of a member of the
      Group or under which it has a right to claim;

	 	 
	1.1.58 	
      Intellectual Property Rights
  means:




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

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

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




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

	 	 
	1.1.59 	
      Intercreditor Agreement means the intercreditor
      agreement between the Finance Parties in relation to this Agreement and
      the other Finance Documents;

	 	 
	1.1.60 	
      Interest Period, in relation to any Senior
      Facility, has the meaning given to that term in the applicable Senior
      Facility Agreement;

	 	 
	1.1.61 	
      Interest Payment Date, in relation to any Senior
      Facility, has the meaning given to that term in the applicable Senior
      Facility Agreement;

	 	 
	1.1.62 	
      Issue Date means the date of a Bank Guarantee
      issued by an Issuing Bank under Senior Facility A and Senior Facility
      B;

	 	 
	1.1.63 	
      Issuing Bank means the Original Issuing Bank and
      any Lender which has become an Issuing Bank pursuant to Clause 5.3
      (Appointment of additional Issuing Banks), in each case, acting in its
      capacity as Senior Facility A Lender and Senior Facility B Lender and
      issuer of a Bank Guarantee (in the aggregate amount equal to the
      proportion borne by its Senior Facility A Commitments and Senior Facility
      B Commitments to the Total Senior Facility A Commitments and Total Senior
      Facility B Commitments respectively) pursuant to a Utilisation under
      Senior Facility A and Senior Facility B and:



8 





	 	(a) 	
      any reference to a Senior Facility A Lender or a
      Senior Facility B Lender, as the context requires, will, for the
      avoidance of doubt, include an Issuing Bank in its capacity as issuer of
      its Bank Guarantee;

	 	 	 
	 	(b) 	
      the Original Issuing Bank and such Lender shall be
      referred to, whether acting individually or together, as the Issuing
      Bank, provided that, in respect of a Bank Guarantee issued or to be
      issued pursuant to the terms of this Agreement or a Facility Agreement,
      the Issuing Bank shall be the Issuing Bank which has issued or has been
      requested to issue that Bank Guarantee;




	1.1.64 	
      ITA means the Income Tax Act 58 of 1962;

	 	 
	1.1.65 	
      JIBAR means, for an Interest Period of any Loan or
      Unpaid Sum:




	 	(a) 	
      the applicable Screen Rate; or

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




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

	 	 
	1.1.66 	
      JIBAR Overnight Deposit Rate means, for an
      Interest Period of any Loan or Unpaid Sum:




	 	(a) 	
      the applicable Screen Rate; or

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




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

	 	 
	1.1.67 	
      Joint Venture means any joint venture entity,
      whether a company, unincorporated firm, undertaking, association, joint
      venture or partnership (whether an en commandite partnership or any
      other partnership) or similar person, comprising an association of two or
      more persons to undertake a business enterprise through a combination of
      assets and/or expertise;

	 	 
	1.1.68 	
      Lenders means:




	 	(a) 	
      the Senior Facility A Lenders;

	 	 	 
	 	(b) 	
      the Senior Facility B Lenders; and

	 	 	 
	 	(c) 	
      the Senior Facility C
Lenders,




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

	 	 
	1.1.69 	
      Loan means a loan made or to be made under a
      Senior Facility, or the principal amount outstanding of that loan from
      time to time;

	 	 
	1.1.70 	
      Longstop Date means 31 May, 2017;

	 	 
	1.1.71 	
      Majority Lenders means, at any time,
    Lenders:



9 





	 	(a) 	
      if there is any Utilisation then outstanding, whose share
      in the outstanding Utilisation and whose undrawn Commitments then
      aggregate 662⁄3 per cent. or more of the aggregate of all the outstanding
      Utilisations and the undrawn Commitments of all the Lenders;

	 	 	 
	 	(b) 	
      if there is no Utilisation then outstanding, whose
      undrawn Commitments then aggregate 662⁄3 per cent. or more of the Total
      Commitments; or




	1.1.72 	
      if there is no Utilisation then outstanding and the Total
      Commitments have been reduced to zero, whose Commitments aggregated 662⁄3 per
      cent. or more of the Total Commitments immediately before the
      reduction;

	 	 
	1.1.73 	
      Material Adverse Effect means an event or
      circumstance which has or is reasonably likely to have a material adverse
      effect on:




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

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

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




	1.1.74 	
      Material Subsidiary means a Subsidiary of the
      Borrower whose gross assets, EBITDA (as defined in this Clause below) or
      total revenue equal or exceed 5.00 per cent. or more of the gross assets,
      Consolidated EBITDA or total revenue of the Group. For this
  purpose:




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

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

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

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



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

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

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



10 





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

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




	1.1.75 	
      Month means a period starting on one day in a
      calendar month and ending on the numerically corresponding day in the next
      calendar month, except that:




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

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

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




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

	 	 
	1.1.76 	
      Obligors means the Borrower, Holdco and the
      Guarantors (and Obligor, as the context requires, means any of
      them);

	 	 
	1.1.77 	
      Original Financial Statements means the audited
      consolidated financial statements of the Borrower for the financial year
      ended 30 June, 2015;

	 	 
	1.1.78 	
      Original Issuing Bank means FirstRand Bank Limited
      (acting through its Rand Merchant Bank division);

	 	 
	1.1.79 	
      Original Obligors means the Borrower and the
      Original Guarantors (and Original Obligor, as the context requires,
      means any of them);

	 	 
	1.1.80 	
      Original Senior Facility A Lender means each
      Original Senior Lender which has a Senior Facility A Commitment set
      opposite its name in Column 4 (Senior Facility A Commitment) of the table
      in Part II of Schedule 1 (The Original Parties);

	 	 
	1.1.81 	
      Original Senior Facility B Lender means each
      Original Senior Lender which has a Senior Facility B Commitment set
      opposite its name in Column 5 (Senior Facility B Commitment) of the table
      in Part II of Schedule 1 (The Original Parties);

	 	 
	1.1.82 	
      Original Senior Facility C Lender means FirstRand
      Bank Limited (acting through its Rand Merchant Bank division);

	 	 
	1.1.83 	
      Party means a party to this Agreement;

	 	 
	1.1.84 	
      Permitted Acquisition has the meaning given to
      that term in Clause 25.9 (Acquisitions);

	 	 
	1.1.85 	
      Permitted BEE Transaction means any acquisition of
      shares or interests by or disposal of shares or interest to a BEE Party,
      provided that the transaction is concluded in order to comply with the requirements of the Group
or any member thereof under an applicable code of good practice issued in terms
of section 9 of the Broad Based Black Economic Act 53 of 2003; 



11 





	1.1.86 	
      Permitted Disposal has the meaning given to that
      term in Clause 25.6 (Disposals);

	 	 
	1.1.87 	
      Permitted Distribution has the meaning given to
      that term in Clause 25.19.1 (Distribution);

	 	 
	1.1.88 	
      Permitted Encumbrance has the meaning given to
      that term in Clause 25.4 (Negative pledge);

	 	 
	1.1.89 	
      Permitted Financial Indebtedness has the meaning
      given to that term in Clause 25.5 (Financial Indebtedness);

	 	 
	1.1.90 	
      Permitted Guarantee has the meaning given to that
      term in Clause 25.12 (Third party guarantees);

	 	 
	1.1.91 	
      Permitted Loan has the meaning given to that term
      in Clause 25.11 (Loans out);

	 	 
	1.1.92 	
      Permitted Share Issue has the meaning given to
      that term in Clause 25.18.2 (Share capital);

	 	 
	1.1.93 	
      Permitted Treasury Transaction has the meaning
      given to that term in Clause 25.13 (Treasury Transactions);

	 	 
	1.1.94 	
      Pro Rata Share means, at any
  time:




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

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




	1.1.95 	
      Quotation Day, in relation to any period for which
      an interest rate is to be determined, means the first day of that period
      or such other day as the Facility Agent determines is generally treated as
      the rate fixing day by market practice in the Johannesburg interbank
      market;

	 	 
	1.1.96 	
      Recovered Net Proceeds has the meaning given to
      that term in Clause 10.4 (Mandatory prepayment - material disposal and
      insurance proceeds);

	 	 
	1.1.97 	
      Reference Banks means the principal Johannesburg
      offices of Absa Bank Limited, FirstRand Bank Limited, Investec Bank
      Limited, Nedbank Limited and The Standard Bank of South Africa Limited, or
      such other banks as may be appointed by the Facility Agent in consultation
      with the Borrower;

	 	 
	1.1.98 	
      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;

	 	 
	1.1.99 	
      Repayment Instalment means, in relation to a
      Senior Facility, each scheduled instalment for the repayment of a Senior
  Loan, as set out in the relevant Senior Facility Agreement; 



12 





	1.1.100 	
      Repeating Representations means, at any time, the
      representations and warranties which are made or deemed to be repeated
      under Clause 22.30 (Times for making representations and warranties);
    

	  	  
	1.1.101 	
      Representative means any representative, delegate,
      agent, manager, administrator, nominee, attorney, trustee or custodian;
      

	  	  
	1.1.102 	
      Resignation Letter means a letter substantially in
      the form set out in Schedule 5 (Form of Resignation Letter); 

	  	  
	1.1.103 	Sanctioned Entity means:




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

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




	1.1.104 	
      Sanctioned Transaction means the use of the
      proceeds of the Senior Facilities for the purpose of financing or
      providing any credit, directly or indirectly, to:





	 	(a) 	
      a Sanctioned Entity; or

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




		in each case to the extent that to do so is
      prohibited by, or would cause any breach of, Sanctions; 
	  	  
	1.1.105 	
      Sanctions means trade, economic or financial
      sanctions, laws, regulations, embargoes or restrictive measures imposed,
      administered or enforced from time to time by any Sanctions Authority;
    

	  	  
	1.1.106 	Sanctions Authority means:




	 	(a) 	
      the United Nations;

	 	 	 
	 	(b) 	
      the European Union;

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

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

	 	 	 
	 	(e) 	
      the government of the United Kingdom;

	 	 	 
	 	(f) 	
      the government of the Republic of
  France,



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

13 





	1.1.107 	Sanctions List means:




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

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




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

	  	  
	1.1.108 	
      SASSA Contract means the agreement between the
      South African Social Security Agency and Cash Paymaster, dated 3 February,
      2012, in respect of the payment of social grants to registered South
      African beneficiaries; 

	  	  
	1.1.109 	Screen Rate means:




	 	(a) 	
      for JIBAR, the Johannesburg Interbank Agreed Rate, polled
      and published by the South African Futures Exchange (a division of the JSE
      Limited) for deposits in Rand for the relevant period, as displayed on the
      Reuters Screen SAFEY Page alongside the caption "SFX 1M YLD" at the
      applicable time; or

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




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

	  	  
	1.1.110 	Security means: 



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

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

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




	1.1.111 	
      Security Agreement means the Security Cession
      & Pledge and the Escrow Deposit Security Cession; 

	  	  
	1.1.112 	
      Security Cession & Pledge means the pledge and
      cession in securitatem debiti of the shares, securities and other
      ownership interests it holds pursuant to the Subscription Agreement, in
      Blue Label Telecoms with all its debt claims (on shareholder loan account
      or otherwise) against any such person; 

	  	  
	1.1.113 	Security Document means:



14 





	 	(a) 	
      each Security Agreement; and

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




	1.1.114 	
      Senior Facilities means Senior Facility A, Senior
      Facility B and Senior Facility C (and Senior Facility, as the
      context requires, means any of them); 

	  	  
	1.1.115 	
      Senior Facility Agreements means the Senior
      Facility A Agreement, the Senior Facility B Agreement and the Senior
      Facility C Agreement (and Senior Facility Agreement, as the
      context requires, means any of them); 

	  	  
	1.1.116 	Senior Facility Loan means a Loan under
      a Senior Facility; 
	  	  
	1.1.117 	
      Senior Facility A means the amortising term loan
      facility described in Clause 2 (The Senior Facilities) made available
      under this Agreement and the Senior Facility A Agreement; 

	  	  
	1.1.118 	
      Senior Facility A Agreement means the R500,000,000
      amortising term loan facility agreement, dated on or about the Signature
      Date, between the Original Senior Facility A Lenders, the Facility Agent
      and the Borrower (as borrower); 

	 	 
	1.1.119 	Senior Facility A Commitment means:
  



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

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




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

	  	  
	1.1.120 	Senior Facility A Lenders means:
  



	 	(a) 	
      any Original Senior Facility A Lender; and

	 	 	 
	 	(b) 	
      any bank, financial institution, trust, fund or other
      entity which becomes a Party as a Senior Facility A Lender after the
      Signature Date in accordance with Clause 27 (Changes to the
    Lenders),




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

	  	  
	1.1.121 	Senior Facility A Loan means a Loan
      under Senior Facility A; 
	  	  
	1.1.122 	
      Senior Facility A Outstandings means at any time,
      in relation to a Senior Facility A Lender, the outstanding principal
      amount of the Bank Guarantee issued by it under Senior Facility A, the
      aggregate of all amounts of loan principal, accrued interest, Break Costs,
      prepayment penalties, fees and all other amounts outstanding in respect of
      Senior Facility A under the Finance Documents (including, without
      limitation, any claim for damages or restitution, any claim as a result of
      any recovery by an Obligor or another person of a payment or discharge
      under the Finance Documents on the grounds of preference, and each amount which
would be included in any of the above but for any discharge, non-provability or
unenforceability of a claim in any insolvency or other proceedings); 



15 





	1.1.123 	
      Senior Facility B means the amortising term loan
      facility described in Clause 2 (The Senior Facilities) made available
      under this Agreement and the Senior Facility B Agreement; 

	  	  
	1.1.124 	
      Senior Facility B Agreement means the R900,000,000
      amortising term loan facility agreement, dated on or about the Signature
      Date, between the Original Senior Facility B Lenders, the Facility Agent
      and the Borrower (as borrower); 

	  	  
	1.1.125 	Senior Facility B Commitment means:
  



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

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




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

	  	  
	1.1.126 	Senior Facility B Lenders means:
  



	 	(a) 	
      any Original Senior Facility B Lender; and

	 	 	 
	 	(b) 	
      any bank, financial institution, trust, fund or other
      entity which becomes a Party as a Senior Facility B Lender after the
      Signature Date in accordance with Clause 27 (Changes to the
    Lenders),




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

	  	  
	1.1.127 	Senior Facility B Loan means a Loan
      under Senior Facility B; 
	  	  
	1.1.128 	
      Senior Facility B Outstandings means at any time,
      in relation to a Senior Facility B Lender, the outstanding principal
      amount of the Bank Guarantee issued by it under Senior Facility B, the
      aggregate of all amounts of loan principal, accrued interest, Break Costs,
      prepayment penalties, fees and all other amounts outstanding in respect of
      Senior Facility B under the Finance Documents (including, without
      limitation, any claim for damages or restitution, any claim as a result of
      any recovery by an Obligor or another person of a payment or discharge
      under the Finance Documents on the grounds of preference, and each amount
      which would be included in any of the above but for any discharge,
      non-provability or unenforceability of a claim in any insolvency or other
      proceedings); 

	  	  
	1.1.129 	
      Senior Facility C means the amortising term loan
      facility described in Clause 2 (The Senior Facilities) made available
      under this Agreement and the Senior Facility C Agreement; 

	  	  
	1.1.130 	
      Senior Facility C Agreement means the amortising
      term loan facility agreement, dated on or about the Signature Date,
      between the Original Senior Facility C Lender, the Facility Agent and the
      Borrower (as borrower); 



16 





	1.1.131 	
      Senior Facility C Commitment has the meaning given
      to that term in Clause 2.3.2 (Senior Facility C); 

	  	
       

	1.1.132 	
      Senior Facility C Lender has the meaning given to
      that term in Clause 2.3.2 (Senior 

	  	
      Facility C); 

	  	
       

	1.1.133 	
      Senior Facility C Loan means a Loan under Senior
      Facility C; 

	  	
       

	1.1.134 	
      Senior Facility C Outstandings means at any time,
      in relation to a Senior Facility C Lender, the aggregate of all amounts of
      loan principal, accrued interest, Break Costs, prepayment penalties, fees
      and all other amounts outstanding in respect of Senior Facility C under
      the Finance Documents (including, without limitation, any claim for
      damages or restitution, any claim as a result of any recovery by an
      Obligor or another person of a payment or discharge under the Finance
      Documents on the grounds of preference, and each amount which would be
      included in any of the above but for any discharge, non-provability or
      unenforceability of a claim in any insolvency or other proceedings);
    

	  	
       

	1.1.135 	
      Senior Facility Lenders means the Senior Facility
      A Lenders, the Senior Facility B Lenders and the Senior Facility C Lenders
      (and Senior Facility Lender, as the context requires, means any of
      them); 

	  	
       

	1.1.136 	
      Senior Facility Outstandings means the Senior
      Facility A Outstandings, the Senior Facility B Outstandings and the Senior
      Facility C Outstandings; 

	  	
       

	1.1.137 	
      Senior Loans means the Senior Facility A Loans,
      the Senior Facility B Loans and the Senior Facility C Loans (and Senior
      Loan, as the context requires, means any of them); 

	  	
       

	1.1.138 	
      Shareholder Contribution means the aggregate
      amount of: 




	 	(a) 	
      the subscription price received by the Borrower in
      respect of shares subscribed for in the share capital of Borrower provided
      those shares by their terms (or by the terms of any security into which
      they may be convertible or for which they may be exchangeable) are not
      mandatorily redeemable or redeemable at the option of a holder;
  and

	 	 	 
	 	(b) 	
      the proceeds of loans advanced to the Borrower by Holdco
      where any Financial Indebtedness arising as a result is Permitted
      Financial Indebtedness under Clause 25.5 (Financial
  Indebtedness);




	1.1.139 	
      Signature Date means the date on which, once this
      Agreement has been signed by all the Parties, it is signed by the last
      Party to do so; 

	  	
       

	1.1.140 	
      Smart Life means The Smart Life Insurance Company
      Limited (registration number 1965/003119/06), a company registered under
      the laws of South Africa; 

	  	
       

	1.1.141 	
      South Africa means the Republic of South Africa;
      

	  	
       

	1.1.142 	
      Subordination Agreement means the subordination
      agreement, dated on or about the Signature Date, between, amongst others,
      Holdco, the Borrower and the Finance Parties; 

	  	
       

	1.1.143 	
      Subsidiary means in relation to any person:
  



17 





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

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




	1.1.144 	
      Tax means any tax, levy, impost, duty or other
      charge or withholding of a similar nature (including any penalty or
      interest payable in connection with any failure to pay or any delay in
      paying any of the same); 

	  	  
	1.1.145 	Total Commitments means the aggregate of
      the following: 



	 	(a) 	
      the Total Senior Facility A Commitments;

	 	 	 
	 	(b) 	
      the Total Senior Facility B Commitments; and

	 	 	 
	 	(c) 	
      the Total Senior Facility C
Commitments;




	1.1.146 	
      Total Senior Facility A Commitments means the
      aggregate of the Senior Facility A Commitments; 

	  	
       

	1.1.147 	
      Total Senior Facility B Commitments means the
      aggregate of the Senior Facility B Commitments; 

	  	
       

	1.1.148 	
      Total Senior Facility C Commitments has the
      meaning given to that term in Clause 2.3.2 (Senior Facility C); 

	  	
       

	1.1.149 	
      Transaction Security means the Security created or
      expressed to be created for the benefit of the Finance Parties under this
      Agreement, together with such further Security as a Finance Party may from
      time to time be given for the obligations of an Obligor under the Finance
      Documents; 

	  	
       

	1.1.150 	
      Transfer has the meaning given to it in Clause
      27.1 (Cessions and delegations by the Lenders); 

	  	
       

	1.1.151 	
      Transfer Certificate means a certificate
      substantially in the form set out in Schedule 3 (Form of Transfer
      Certificate) or otherwise in the agreed form; 

	  	
       

	1.1.152 	
      Transfer Date, in relation to a Transfer, means
      the later of: 




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

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




	1.1.153 	
      Treasury Transaction means any derivative
      transaction entered into in connection with protection against or to
      benefit from fluctuations in any rate, price, index or credit rating;
    

	  	
       

	1.1.154 	
      Unpaid Sum means any sum due and payable but
      unpaid by an Obligor under the Finance Documents; 

	  	
       

	1.1.155 	
      US and United States means the United States of
      America, its territories and possessions; 

	  	
       

	1.1.156 	
      US Bankruptcy Law means the United States
      Bankruptcy Code of 1978 (Title 11 of the United States Code), any other
      United States federal or state bankruptcy, insolvency or similar law;
    



18 





	1.1.157 	
      US Guarantor means a Guarantor that is organized,
      incorporated or formed under the laws of the United States or any State
      thereof (including the District of Columbia); 

	  	
       

	1.1.158 	
      Utilisation means a utilisation of a Senior
      Facility by way of a Loan or a Bank Guarantee; 

	  	
       

	1.1.159 	
      Utilisation Date means the date of a Utilisation,
      being the date on which the relevant Loan is to be made or relevant Bank
      Guarantee is issued, as applicable; 

	  	
       

	1.1.160 	
      Utilisation Request, in relation to any Facility,
      has the meaning given to that term in the applicable Senior Facility
      Agreement; 

	  	
       

	1.1.161 	
      VAT means value added tax as provided for in the
      Value Added Tax Act, 1991, and any other Tax of a similar nature in a
      jurisdiction other than South Africa; and 

	  	
       

	1.1.162 	
      ZAR, Rand or R means South African
      Rand, the lawful currency of South Africa. 




	1.2 	
      Financial definitions

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




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




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

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

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

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




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

	 	 
	1.2.2 	
      Cash Equivalents means, at any
  time:




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

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




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



19 





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




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




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

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




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

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

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

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

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

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

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

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

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



20 





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




	 	(a) 	
      does not include any Permitted Financial Indebtedness
      pursuant to Clause 25.5.3 (Financial Indebtedness);

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

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




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

	 	 
	1.2.6 	
      Interest means:




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

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

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

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

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

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




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

	 	 
	1.2.7 	
      Measurement Date
means:




	 	(a) 	
      30 June, 2017; and

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




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



21 





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

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

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




	1.3 	
      Construction




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




		(a) 	
      any Arranger, the Facility Agent, any
      Finance Party, any Issuing Bank, any Lender, any
      Obligor, any Party or any other person shall be construed so
      as to include its successors in title, permitted cessionaries and
      permitted transferees;

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

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

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

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

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

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

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

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



22 





	 	(j) 	
      a guarantee means (other than in Clause 21
      (Guarantee and Indemnity) any guarantee, bond, letter of credit, indemnity
      or similar assurance against financial loss, or any obligation, direct or
      indirect, actual or contingent, to purchase or assume any indebtedness of
      any person or to make an investment in or loan to any person or to
      purchase assets of any person, where, in each case, that obligation is
      assumed in order to maintain or assist the ability of that person to meet
      any of its indebtedness;

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

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

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

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

	 	 	 
	 	(o) 	
      the outstanding or principal amount of a
      Bank Guarantee, at any time, is the maximum amount (actual or contingent)
      that is or may be payable by the Issuing Bank in respect of that Bank
      Guarantee at that time, less any amount of cash cover provided in respect
      of that Bank Guarantee which has not been applied in payment to the
      Issuing Bank;

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

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

	 	 	 
	 	(r) 	
      a Utilisation made or to be made to a Borrower includes a
      Bank Guarantee issued on its behalf;

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

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




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



23 





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

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

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

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

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

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

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

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

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

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

	 	 
	1.3.13 	
      Unless the contrary intention
appears:




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

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



24 





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




	1.3.14 	
      The Borrower providing cash cover in respect of a
      Bank Guarantee means the Borrower paying an amount in Rand to an
      interest-bearing bank account in the name of the Borrower and the
      following conditions are met:




	 	(a) 	
      the bank account is with the Issuing Bank for which that
      cash cover is to be provided;

	 	 	 
	 	(b) 	
      until no amount is or may be outstanding under that Bank
      Guarantee or in relation to any other Senior Facility Outstandings,
      withdrawals from the account may only be made to pay the relevant Issuing
      Bank amounts due and payable to it under the Finance Documents in respect
      of that Bank Guarantee; and

	 	 	 
	 	(c) 	
      the Borrower has executed a security document over that
      account, in form and substance satisfactory to the relevant Issuing Bank,
      creating first-ranking Security over that account, amounts standing to the
      credit of that account and all the Borrower's claims in respect thereof in
      favour of the Issuing Bank.




	1.3.15 	
      For the purposes of this Agreement (including each
      mandatory prepayment provision set out in Clause 10 (Prepayment and
      Cancellation) and in relation to Clause 26.15 (Acceleration)), the Senior
      Facility A Agreement and Senior Facility B Agreement, the Borrower making
      a payment, repayment or prepayment of, or
      paying, repaying or prepaying, a Bank Guarantee
      means:




	 	(a) 	
      the Borrower providing cash cover in respect of that Bank
      Guarantee and the Senior Facility A Outstandings and Senior Facility B
      Outstandings in relation thereto;

	 	 	 
	 	(b) 	
      the outstanding amount of that Bank Guarantee issued
      under Senior Facility A and Senior Facility B being reduced or cancelled
      in accordance with its terms;

	 	 	 
	 	(c) 	
      the Bank Guarantee issued under Senior Facility A and
      Senior Facility B is returned to the Issuing Bank by the beneficiary, with
      its written confirmation that it is released and cancelled; or

	 	 	 
	 	(d) 	
      the Issuing Bank is satisfied that it has no further
      liability under that Bank Guarantee issued under Senior Facility A and
      Senior Facility B, or otherwise under the relevant
  Facility,




		
      and the amount by which a Bank Guarantee is so
      paid, repaid or prepaid under paragraphs (a) and (b)
      above is the amount of the relevant cash cover, reduction or cancellation
      (as applicable).

	 	 
	1.3.16 	
      An amount borrowed includes any amount utilised by way of
      Bank Guarantee.

	 	 
	1.3.17 	
      A Lender funding its participation in a Utilisation
      includes a Lender participating in a Bank
Guarantee.



25 





	1.3.18 	
      Amounts outstanding under this Agreement include amounts
      outstanding under or in respect of any Bank Guarantee.

	 	 
	1.3.19 	
      An outstanding amount of a Bank Guarantee at any time is
      the maximum amount that is or may be payable by the Borrower in respect of
      that Bank Guarantee at that time.

	 	 
	1.3.20 	
      The Borrower's obligation on Utilisations becoming due
      and payable includes the Borrower repaying any Bank Guarantee in
      accordance with Clause 1.3.15.




	1.4 	
      Third party rights




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

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



26 




SECTION 2 
THE SENIOR FACILITIES 

	2. 	
      THE SENIOR FACILITIES




	2.1 	
      Senior Facility A

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

		
	2.2 	
      Senior Facility B

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

		
	2.3 	
      Senior Facility C




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

	 	 
	2.3.2 	
      In this Clause 2.3:




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




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

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




	 	(b) 	
      Senior Facility A Voluntary Prepayment Date means
      a date on which the Borrower makes a voluntary prepayment, pursuant to
      Clause 10.5 (Voluntary prepayments), of an outstanding principal amount of
      the Senior Facility A Loan in accordance with the payment mechanics set
      out in Clause 33.1 (Payment mechanics);

	 	 	 
	 	(c) 	
      Senior Facility C Commitment, at any time,
      means:




	 	(i) 	
      in relation to a Senior Facility C Lender, its Pro Rata
      Share at that time of the Total Senior Facility C Commitments and the
      amount of any Senior Facility C Commitment transferred to it under this
      Agreement; and

	 	 	 
	 	(ii) 	
      in relation to any other Lender, the amount of any Senior
      Facility C Commitment transferred to it under this
  Agreement, to the extent not cancelled, reduced or transferred by it under
this Agreement;



27 





	 	(d) 	
      Senior Facility C Lenders
means:




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

	 	 	 
	 	(ii) 	
      any bank, financial institution, trust, fund or other
      entity which becomes a Party as a Senior Facility C Lender after the first
      Senior Facility A Voluntary Prepayment Date in accordance with Clause 27
      (Changes to the Lenders),




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

	 	 	 
	 	(e) 	
      Total Senior Facility C Commitments means, at any
      time, an amount equal to the aggregate amount of voluntary prepayments of
      the outstanding principal amount of the Senior Facility A Loan made by the
      Borrower pursuant to Clause 10.5 (Voluntary prepayments) at that time,
      provided that:




	 	(i) 	
      if there is no Senior Facility A Loan disbursed as
      contemplated in Clause 6.1.2(b)(i) (Payment of claims); or

	 	 	 
	 	(ii) 	
      if there is such disbursement, until the Borrower has
      made a prepayment in respect of any principal amount of the Senior
      Facility A Loan pursuant to Clause 10.5 (Voluntary
  prepayments),



the Total Facility C Commitments shall
be R0. 

	2.4 	
      Finance Parties' rights and
  obligations




	2.4.1 	
      The obligations of each Finance Party under the Finance
      Documents are separate and independent. Failure by a Finance Party to
      perform its obligations under the Finance Documents does not affect the
      obligations of any other Party under the Finance Documents. No Finance
      Party is responsible for the obligations of any other Finance Party under
      the Finance Documents.

	 	 
	2.4.2 	
      The rights of each Finance Party under or in connection
      with the Finance Documents are separate and independent rights and any
      debt arising under the Finance Documents to a Finance Party from an
      Obligor is a separate and independent debt in respect of which a Finance
      Party shall be entitled to enforce its rights in accordance with Clause
      2.4.3. The rights of each Finance Party include any debt owing to that
      Finance Party under the Finance Documents and, for the avoidance of doubt,
      any part of a Loan or any other amount owed by an Obligor which relates to
      a Finance Party’s participation in a Senior Facility or its role under a
      Finance Document (including any such amount payable to the Facility Agent
      on its behalf) is a debt owing to that Finance Party by that
    Obligor.

	 	 
	2.4.3 	
      A Finance Party may, except as otherwise stated in the
      Finance Documents, separately enforce its rights under the Finance
      Documents.



28 





	3. 	
      PURPOSE




	3.1 	
      Purpose




	3.1.1 	
      The Borrower shall apply all amounts borrowed by it under
      the Senior Facilities to:




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

	 	 	 
	 	(b) 	
      fund capital expenditure requirements of the
  Group;

	 	 	 
	 	(c) 	
      fund the acquisition of shares in the share capital of
      Blue Label Telecoms; and

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




		
      and for no other purpose whatsoever.

	 	 
	3.1.2 	
      Senior Facility A and Senior Facility B may only be
      utilised for the purpose of requesting the Issuing Bank(s) to issue Bank
      Guarantee(s) for the purpose of Clause
3.1.1(c).




	3.2 	
      Monitoring

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




	4. 	
      CONDITIONS OF
UTILISATION




	4.1 	
      Initial conditions precedent

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

	 	 
	4.2 	
      Further conditions precedent

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




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

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




	4.3 	
      Waiver or deferral of conditions
  precedent

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



29 





	4.4 	
      Failure to close

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




	5. 	
      UTILISATION




	5.1 	
      Utilisations under a Senior Facility
    Agreement

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

	 	 
	5.2 	
      Automatic cancellation

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

	 	 
	5.3 	
      Appointment of additional Issuing Banks

	 	 
		
      Any Lender which has agreed to be an Issuing Bank
      pursuant to the terms of this Agreement shall become an Issuing Bank for
      the purposes of this Agreement upon notifying the Facility Agent that it
      has so agreed to be an Issuing Bank and on making that notification that
      Lender shall become bound by the terms of this Agreement as an Issuing
      Bank.




	6. 	
      PAYMENTS UNDER A BANK
GUARANTEE




	6.1 	
      Payment of claims




	6.1.1 	
      It is recorded that an Issuing Bank will pay any claim
      made under a Bank Guarantee issued by that Issuing Bank in accordance with
      the terms of that Bank Guarantee (a Guarantee Claim).

		 
	6.1.2 	
      On receipt by an Issuing Bank of a Guarantee Claim, the
      Borrower:




	 	(a) 	
      undertakes to pay to the Issuing Bank on the date of
      receipt of that Guarantee Claim an amount equal to the Guarantee Claim;
      and

	 	 	 
	 	(b) 	
      where the Issuing Bank is:




	 	(i) 	
      the Original Issuing Bank, irrevocably requests the
      Original Issuing Bank (without any need to deliver a utilisation request
      of any nature), and in relation to paragraph (i) below appoints the
      Original Issuing Bank in rem suam, to apply an amount of
      R600,000,000 standing to the credit of the Escrow Account; and disburse
      Loans under Senior Facility A and Senior Facility B equal to the Total
      Senior Facility A Commitments and the Total Senior Facility B Commitments,
      respectively, to discharge, in full, the obligations of the Borrower under
      paragraph (a) above and to settle the Guarantee Claim; or

	 	 	 
	 	(ii) 	
      not the Original Issuing Bank, irrevocably requests that
      Issuing Bank (without any need to deliver a utilisation request of any
      nature), to disburse Loans under Senior Facility A and Senior Facility B
      equal to the Total Senior Facility A Commitments and the Total Senior
Facility B Commitments, respectively to discharge, in full, the obligations of
the Borrower under paragraph (a) above and to settle the Guarantee Claim.



30 





	6.1.3 	
      Notwithstanding Clause 7.2.3 below and following payment
      pursuant to Clause 6.1.2(b)(i) above, the balance (if any) standing to the
      credit of the Escrow Account, subject to the terms of the Finance
      Documents, shall be held to the order of the Borrower.

	 	 
	6.1.4 	
      The Parties record that the power of attorney set out in
      Clause 6.1.2(b)(i) above is given in connection with the obligations of
      the Borrower under this Agreement and the security interests established
      in favour of the Original Issuing Bank under Clause 8 (Security Cession)
      and is not capable of being revoked by the Borrower or another person
      before the Final Discharge Date.

	 	 
	6.1.5 	
      The Borrower acknowledges that an Issuing
  Bank:




	 	(a) 	
      is not obliged to carry out any investigation or seek any
      confirmation from any other person before paying such a claim;
  and

	 	 	 
	 	(b) 	
      deals in documents only and will not be concerned with
      the legality of such a claim or any underlying transaction or any
      available set-off, counterclaim or other defence of any
  person,



and that Issuing Bank may assume that
any demand, certificate, statement or document which appears on its face to be
in order is correct and properly made. 

	6.2 	
      Indemnity

	 	 
		
      The Borrower hereby indemnifies each Issuing Bank
      against, and undertakes to pay to an Issuing Bank within three Business
      Days of demand, the amount of any loss or liability (other than
      consequential damages or opportunity costs) which that Issuing Bank incurs
      under or in connection with the issue of any Bank Guarantee (excluding,
      for the avoidance of doubt, the disbursement of the Senior Facility A Loan
      and Senior Facility B Loan in relation to that Bank Guarantee), except to
      the extent that the loss or liability is directly caused by the gross
      negligence or wilful misconduct of that Issuing
Bank.




	7. 	
      ESCROW DEPOSIT




	7.1 	
      Definitions

	 	 
		
      In this Clause 7 and this
Agreement:




	7.1.1 	
      Aggregate Subscription Price means an amount of
      R2,000,000,000;

	 	 
	7.1.2 	
      Blue Label Account means the "Designated Account"
      as defined in the Subscription Agreement, account maintained by Blue Label
      Telecoms, with the following details:




	 	Bank: 	FirstRand Bank Limited 
	 	Branch: 	RMB Corporate Banking 
	 	Branch Code: 	xxxxxxx 
	 	Account Number: 	xxxxxxx 
	 	Account Name: 	xxxxxxx 


31 





	7.1.3 	
      Subscription Agreement means the subscription
      agreement, dated 4 October, 2016, between the Borrower and Blue Label
      Telecoms, as amended from time to time;

	 	 
	7.1.4 	
      Subscription has the meaning given to that term in
      the Subscription Agreement; and

	 	 
	7.1.5 	
      Subscription Date has the meaning given to that
      term in the Subscription Agreement.




	7.2 	
      Escrow Deposit




	7.2.1 	
      The Borrower must on or before 20 October, 2016 credit
      the Escrow Account in cleared funds in an amount not less than
      R600,000,000.

	 	 
	7.2.2 	
      The Borrower shall comply with its obligations under
      Clause 7.2.1 above, by procuring payment of the applicable amount, in
      Rand, by way of electronic funds transfer directly into the Escrow
      Account.

	 	 
	7.2.3 	
      The Borrower shall not, without the express prior consent
      of the Facility Agent, withdraw, transfer or otherwise permit any debits
      in respect of amounts standing to the credit of the Escrow Account (or
      request or instruct the Facility Agent to do so) before the Final
      Discharge Date.

	 	 
	7.2.4 	
      It is an indivisible term of the agreement between the
      Parties to make, accept, hold and apply the Escrow Deposit as contemplated
      in this Agreement and that the Escrow Deposit and the Escrow Account be
      and remain subject to the Security established in favour of the Finance
      Parties under Clause 8 (Security Cession).

	 	 
	7.2.5 	
      The Borrower may not transfer or dispose to any person
      any of its rights, title, interests and claims in respect of the Escrow
      Deposit or the Escrow Account, without the express prior consent of the
      Original Issuing Bank.




	7.3 	
      Interest and repayment




	7.3.1 	
      Amounts deposited into and standing to the credit of the
      Escrow Account, from time to time, pursuant to this Agreement, shall bear
      interest in favour of the Borrower at 6.80 per cent. per annum

	 	 
	7.3.2 	
      Subject to the other provisions of the Finance Documents,
      if the Subscription Date has not occurred by the Bank Guarantee Expiry
      Date, all amounts standing to the credit of the Escrow Account shall be
      held to the order of the Borrower and paid or repaid to it, or as it may
      direct. The Original Issuing Bank has no obligation whatsoever to pay or
      repay to the Borrower or any successor in title of the Borrower the amount
      of the Escrow Deposit (or any part thereof) or any other amount standing
      to the credit of the Escrow Account:




	 	(a) 	
      at any time before the Bank Guarantee Expiry Date;
    or

	 	 	 
	 	(b) 	
      if and to the extent that any part of that amount has
      been or will be applied to make payment in respect of a Guarantee Claim
      pursuant to Clause 6.1.2(b)(i) (Payments under a Bank
  Guarantee).




	7.4 	
      Indemnity

	 	 
		
      The Borrower shall indemnify the Original Issuing Bank
      against and, immediately on demand, pay to it the full amount of any and
      all costs, expenses, losses, damages and liabilities (other than
      consequential damages or opportunity costs) incurred or sustained
  by the Original Issuing Bank as a result of or in connection with
the Original Issuing Bank executing or otherwise giving effect to the
irrevocable payment instructions set out in Clause 6.1 (Payment of claims),
except to the extent that any such costs, expenses, losses, claims, damages and
liabilities arise as a result of the gross negligence or wilful default of the
Original Issuing Bank. 



32 





	8. 	
      SECURITY CESSION




	8.1 	
      Defined terms

	 	 
		
      In this Clause 8:




	8.1.1 	
      Related Rights means, in relation to the Escrow
      Deposit or the Escrow Account:




	 	(a) 	
      any monies and proceeds (including the proceeds of a
      disposal or other realisation) accrued or receivable in respect of all or
      part thereof;

	 	 	 
	 	(b) 	
      all rights and benefits in respect of any agreement for
      the realisation thereof; and

	 	 	 
	 	(c) 	
      all contracts, warranties, remedies, security,
      indemnities and other undertakings in respect
thereof;




	8.1.2 	
      Secured Property means,
  collectively:




	 	(a) 	
      the Escrow Account;

	 	 	 
	 	(b) 	
      the Escrow Deposit;

	 	 	 
	 	(c) 	
      the Related Rights,




		
      and all of the Borrower's rights, title and interests
      therein and thereto and claims against any person in respect thereof, of
      whatsoever nature and howsoever arising (whether actual, prospective or
      contingent, direct or indirect, arising under common law or statute,
      whether a claim for the payment of money or the performance of another
      obligation and whether or not those rights and interests were within the
      contemplation of the Parties at the date of this Agreement) and,
      individually, any property forming part thereof; and

	 	 
	8.1.3 	
      Secured Obligations means the obligations of the
      Borrower to pay to the Original Issuing Bank the amount of any Guarantee
      Claim pursuant to Clause 6.1.2 (Payments under a Bank
  Guarantee).




	8.2 	
      Cession




	8.2.1 	
      The Borrower cedes in securitatem debiti to the
      Original Issuing Bank all of the Borrower's Secured Property, in each case
      individually and collectively with all the other Secured Property, as
      continuing general covering collateral security for the due, proper and
      punctual payment and performance in full of all the Secured Obligations,
      on the terms set out in this Agreement, which cession the Original Issuing
      Bank accepts.

	 	 
	8.2.2 	
      The security cession given under this Agreement is
      intended to operate as a cession of each part and all of the Secured
      Property, individually and collectively.

	 	 
	8.2.3 	
      If, for any reason, any security interests intended to be
      created under this Agreement are or become illegal, invalid or
      unenforceable in respect of:



33 





	 	(a) 	
      some of the Secured Property, the cession of that Secured
      Property shall be severed from this Agreement;

	 	 	 
	 	(b) 	
      the Borrower, the cession of the Secured Property given
      by that Cedent shall be severed from this
Agreement,




		
      and this Agreement and all the security interests created
      over the remainder of the Secured Property shall continue in full force
      and effect.

	 	 
	8.2.4 	
      The cession contemplated by this Agreement operates as a
      security cession and not as an outright cession, and the Borrower retains
      bare ownership of all its Secured Property, subject to the rights of the
      Original Issuing Bank as secured creditor.

	 	 
	8.2.5 	
      Notwithstanding any other provision of a Finance
      Document, the Borrower shall remain liable to perform all its duties and
      obligations, whether contractual or otherwise, in respect of its Secured
      Property and nothing in this Agreement or the exercise by the Original
      Issuing Bank of any right under a Finance Document shall constitute or be
      deemed to constitute a delegation to or acceptance by the Original Issuing
      Bank of any obligation of the Borrower or any other
  person.




	8.3 	
      Enforcement

	 	 
		
      If an Event of Default is continuing, the Original
      Issuing Bank may, without prejudice to any other rights it may have
      against the Borrower, exercise its rights under this Clause 8.3, and
      otherwise put into force and effect all rights, powers and remedies
      available to it in relation to the Secured Property, in such manner and on
      such terms and conditions as it in its sole discretion considers most
      expedient. Without limiting the foregoing, if an Event of Default is
      continuing, the Original Issuing Bank may, and the Borrower hereby
      irrevocably and unconditionally authorises and empowers the Original
      Issuing Bank or its nominee, and appoints it in rem suam, without
      any further authority or consent of any nature whatsoever required from
      any person, in the name of the Original Issuing Bank or in the name of the
      Borrower to:




	8.3.1 	
      retain and apply the amount of the Escrow Deposit (or any
      part thereof) to:




	 	(a) 	
      discharge the Secured Obligations; and/or

	 	 	 
	 	(b) 	
      make any payment contemplated by this Agreement to Blue
      Label Telecoms;




	8.3.2 	
      exercise all or any of the rights, powers and privileges
      attaching to the Secured Property in such manner and on such terms as the
      Original Issuing Bank in its sole discretion deems fit;

	 	 
	8.3.3 	
      receive payment for, delivery of, and/or performance in
      respect of, the Secured Property in its own name;

	 	 
	8.3.4 	
      authorise any officer of the Original Issuing Bank (whose
      appointment need not be proved) to sign, on behalf of and in the name of
      the Borrower, any document that may be necessary to give effect to any
      realisation or application of Secured Property by the Original Issuing
      Bank under this Clause; and/or

	 	 
	8.3.5 	
      give transfer of and convey valid title in Secured
      Property to any person, including the Original Issuing Bank, and take all
      such further or other steps as the Original Issuing Bank may consider
      necessary to deal with the Secured Property.



34 




SECTION 3 
REPAYMENT, PREPAYMENT AND CANCELLATION


	9. 	
      REPAYMENT

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

	 	 
	10. 	
      PREPAYMENT AND
CANCELLATION




	10.1 	
      Mandatory prepayment - illegality

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




	10.1.1 	
      that Lender shall notify the Facility Agent as soon as
      reasonably practicable upon becoming aware of that event;

	 	 
	10.1.2 	
      upon the Facility Agent notifying the Borrower before any
      Bank Guarantee is issued, the Available Commitment of that Lender will be
      immediately cancelled and it shall not be obliged to issue that Bank
      Guarantee;

	 	 
	10.1.3 	
      upon the Facility Agent notifying the Borrower after any
      Bank Guarantee has been issued but before payment of the Aggregate
      Subscription Price pursuant to Clause 6.1 (Payments under a Bank
      Guarantee):




	 	(a) 	
      the Available Commitment of that Lender shall be
      immediately cancelled;

	 	 	 
	 	(b) 	
      the Borrower shall use its best endeavours to ensure the
      release of the full liability of that Lender under that outstanding Bank
      Guarantee; and

	 	 	 
	 	(c) 	
      failing this, the Borrower shall pay, repay or prepay to
      that Lender its participation in the Senior Facility A Outstandings and
      Senior Facility B Outstandings, on the date specified by that Lender in
      the notice delivered to the Facility Agent, which must not be earlier than
      the date falling 3 Business Days after the date of that notice;
  or




	10.1.4 	
      upon the Facility Agent notifying the Borrower after any
      Bank Guarantee has been issued and after payment of the Aggregate
      Subscription Price pursuant to Clause 6.1 (Payments under a Bank
      Guarantee):




	 	(a) 	
      the Available Commitment of that Lender will be
      immediately cancelled; and




	10.1.5 	
      the Borrower shall repay that Lender's participation in
      the Loans (together with all other Senior Facility Outstandings due to
      that Lender) on the last day of the Interest Period for each Loan
      occurring after the Facility Agent has notified the Borrower or, if
      earlier, the date specified by the Lender in the notice delivered to the
      Facility Agent (being no earlier than the last day of any applicable grace
      period permitted by law).




	10.2 	
      Mandatory prepayment -
sanctions




	10.2.1 	
      If any member of the Group (including, for this purpose,
      Smart Life):



35 





	 	(a) 	
      is or becomes a Sanctioned Entity;

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




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

	 	 
	10.2.2 	
      If any event contemplated by Clause 10.2.1 above occurs,
      the following shall apply:




	 	(a) 	
      upon the Facility Agent receiving a notice from an
      Obligor under Clause 10.2.1 above or a similar notice from any Finance
      Party, it shall notify the Lenders as soon as reasonably
    practicable;

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

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




	10.3 	
      Mandatory prepayment - change of control or transfer
      of business




	10.3.1 	
      If, at any time:




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

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

	 	 	 
	 	(c) 	
      subject to Clause 10.3.2, Holdco does not, or ceases to,
      hold, legally and beneficially, and have the right to vote as it sees fit
      100 per cent. of the issued share capital of the Borrower;

	 	 	 
	 	(d) 	
      subject to Clause 10.3.2, the Borrower does not, or
      ceases to, hold, legally and beneficially, and have the right to vote as
      it sees fit, directly or indirectly, 100 per cent. of the issued share
      capital of each other Obligor (other than Cash Paymaster);

	 	 	 
	 	(e) 	
      subject to Clause 10.3.2, the Borrower does not, or
      ceases to, hold, legally and beneficially, and have the right to vote as
      it sees fit, directly or indirectly, 87.5 per cent. of the issued share
      capital of Cash Paymaster; or

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



36 




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

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

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




	10.3.2 	
      A Control Event shall not
occur:




	 	(a) 	
      in relation to Clause 10.3.1(c) where Holdco's
      shareholding, or the percentage of shares it is entitled to vote, reduces,
      directly or indirectly, by a maximum amount of 25 per cent. pursuant to a
      Permitted BEE Transaction;

	 	 	 
	 	(b) 	
      in relation to Clause 10.3.1(d) where the Borrower's
      shareholding, or the percentage of shares it is entitled to vote, reduces,
      directly or indirectly, by a maximum amount of 25 per cent. pursuant to a
      Permitted BEE Transaction;

	 	 	 
	 	(c) 	
      in relation to Clause 10.3.1(e) where the Borrower's
      shareholding, or the percentage of shares it is entitled to vote, reduces,
      directly or indirectly, by a maximum amount of 17.5 per cent. pursuant to
      a Permitted BEE Transaction.




	10.3.3 	
      For purposes of this Clause:




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




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




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

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

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




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




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

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



37 





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




	10.4 	
      Mandatory prepayment - material disposal and insurance
      proceeds




	10.4.1 	
      In this Agreement:

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




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

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

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

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

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

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



Excluded Disposal Proceeds
means any Disposal Proceeds: 

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

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



38 





	 	(c) 	
      of a disposal referred to in Clauses 25.6.1, 25.6.2,
      25.6.3 (but only where the disposing entity is an Obligor and the
      acquiring entity is also an Obligor), 25.6.5, 25.6.6, 25.6.7, 25.6.8,
      25.6.10, 25.6.11 or 25.6.12 (Disposals); or

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



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

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

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

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




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

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

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

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

	 	 
	10.4.2 	
      The Borrower must notify the Facility Agent within 10
      Business Days of the receipt of any Disposal Proceeds or Insurance
      Proceeds by a member of the Group.

	 	 
	10.4.3 	
      If a member of the Group receives any Recovered Net
      Proceeds, the Borrower shall offer to prepay Utilisations and other Senior
      Facility Outstandings in an amount equal to the balance of those Recovered
      Net Proceeds, and procure that the Recovered Net Proceeds are applied to
      discharge any payments required to be made as a result of an acceptance of
      any such offer, all in accordance with the requirements of Clause 11
      (Prepayment Offers and Priorities).




	10.5 	
      Voluntary prepayment

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



39 





	10.6 	
      Voluntary cancellation




	10.6.1 	
      The Borrower may, by giving the Facility Agent not less
      than 10 Business Days' prior notice (or such shorter period as the
      Facility Agent may agree) cancel an Available Facility, in whole or in
      part. A partial cancellation of any of an Available Facility must be in a
      minimum amount of R25,000,000.

	 	 
	10.6.2 	
      Any partial cancellation of an Available Facility under
      this Clause must be applied against the Commitment of each Lender under
      the relevant Senior Facility pro rata.




	10.7 	
      Cancellation and prepayment of a single Lender on a
      change of costs




	10.7.1 	
      If:




	 	(a) 	
      any sum payable to any Lender by an Obligor is required
      to be increased under Clause 16.2 (Tax gross-up); or

	 	 	 
	 	(b) 	
      any Lender claims indemnification from the Borrower under
      Clause 16.3 (Tax indemnity) or Clause 17 (Changes in
  Costs),




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

	 	 
	10.7.2 	
      On receipt of a notice of cancellation referred to in
      Clause 10.7.1 above, the Commitment of that Lender shall immediately be
      cancelled and reduced to zero.

	 	 
	10.7.3 	
      On the last day of each Interest Period in relation to a
      Utilisation which ends after the Borrower has given notice of cancellation
      and/or repayment under Clause 10.7.1 above (or, if earlier, the date
      specified by the Borrower in that notice), the Borrower shall repay that
      Lender's participation in the relevant Utilisation together with all other
      Senior Facility Outstandings owed to that Lender under the relevant
      Facilities.




	10.8 	
      Re-borrowing and
reinstatement




	10.8.1 	
      No amount of a Utilisation paid, repaid or prepaid under
      this Agreement or a Senior Facility Agreement may be re-borrowed under
      that Senior Facility Agreement.

	 	 
	10.8.2 	
      No amount of the Total Commitments cancelled under this
      Agreement or a Senior Facility Agreement may be
  reinstated.




	10.9 	
      Application of partial prepayments

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




	10.9.1 	
      shall, in relation to any mandatory prepayment pursuant
      to this Clause 10, be applied in or towards discharging the Utilisation
      and other Senior Facility Outstandings under the Facilities pro
      rata;



40 





	10.9.2 	
      in respect of a particular Senior Facility, shall be
      applied in or towards discharging the participation of Lenders in any
      Utilisation and other Senior Facility Outstandings under that Senior
      Facility pro rata;

	 	 
	10.9.3 	
      in respect of Senior Facility A, will not be applied
      against the Repayment Instalments in respect of Senior Facility A that
      remain outstanding under that Senior Facility;

	 	 
	10.9.4 	
      in respect of Senior Facility B, will be applied against
      the Repayment Instalments in respect of Senior Facility B, if any, that
      remain outstanding under that Senior Facility pro
  rata,




		
      except, in respect of Clause 10.9.1, for a prepayment
      which is required to be made to a particular Lender under this Clause 10
      or under Clause 11 (Prepayment Offers and Priorities).

	 	 
	10.10 	
      Other provisions




	10.10.1 	
      If the Facility Agent receives any notice of prepayment
      or cancellation under this Clause 10 or a Senior Facility Agreement, it
      shall forward a copy of that notice as soon as reasonably practicable to
      either the Borrower or the affected Finance Parties, as
  appropriate.

	 	 
	10.10.2 	
      Any notice of prepayment or cancellation given by a Party
      under this Clause 10 or a Senior Facility Agreement shall be irrevocable
      and, unless a contrary indication appears in a Finance Document, shall
      specify the date or dates upon which the relevant cancellation or
      prepayment is to be made and the amount of that cancellation or
      prepayment.

	 	 
	10.10.3 	
      Except as expressly otherwise provided in this Clause 10
      or a Senior Facility Agreement, any prepayment shall be made together with
      accrued interest on the amount prepaid, without premium or penalty except
      for any Break Costs which arise as a result of such prepayment or as may
      be otherwise provided in the applicable Senior Facility
  Agreement.

	 	 
	10.10.4 	
      The Borrower shall not pay, repay or prepay all or any
      part of the Utilisations or cancel all or any part of the Commitments
      except at the times and in the manner expressly provided for in this
      Agreement and the applicable Senior Facility Agreement.

	 	 
	10.10.5 	
      The Facility Agent may agree a shorter notice period for
      a voluntary prepayment or a voluntary cancellation under a Senior
      Facility.




	11. 	
      PREPAYMENT OFFERS AND PRIORITIES

	 	 
		
      The provisions of this Clause 11 shall apply to all
      amounts that are required to be applied in or towards the prepayment of
      Utilisations and other Senior Facility Outstandings pursuant to Clauses
      10.4 (Mandatory prepayment - material disposal and insurance proceeds) and
      Clause 25.19.2(f) (Distributions).




	11.1 	
      Initial Prepayment Offers

	 	 
		
      If:




	11.1.1 	
      a member of the Group receives any amount of Recovered
      Net Proceeds (the

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



41 





	11.1.2 	
      any Cash Distribution Prepayment Amount is required to be
      offered for prepayment as contemplated in Clause 25.19.2(f)
      (Distributions) (the Distributable Balance), the Borrower, by way
      of a notice (an Initial Offer Notice) delivered to the Facility
      Agent at the same time as delivery of the notice contemplated in Clause
      25.19.2(a) (Distributions), shall offer (an Initial Prepayment
      Offer) to pay and discharge the participation of each Lender in the
      Utilisations and other Senior Term Facility Outstandings that remain
      outstanding under the Senior Term Facilities, in each case for an amount
      equal to a Lender's Pro Rata Share of the Distributable Balance (in
      respect of each such Lender, its Distributable
  Share).




	11.2 	
      Acceptances and Additional Prepayment
  Offers




	11.2.1 	
      If a Lender wishes to accept an Initial Prepayment Offer
      or any part thereof, it must advise the Facility Agent of its acceptance
      and provide to it the following details:




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

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




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

	 	 
	11.2.2 	
      The Facility Agent will advise the Borrower and the
      Lenders, by way of a notice (an Acceptances Confirmation) delivered
      to each of them within 2 Business Days following expiry of the 5 Business
      Day period within which any applicable Initial Prepayment Offers may be
      accepted, of the following:




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

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




	11.2.3 	
      Upon delivery of an Acceptances
  Confirmation:



42 





	 	(a) 	
      the Borrower will be irrevocably deemed to have offered
      (the Additional Prepayment Offer) to pay and discharge to each
      Participating Lender (in addition to amounts accepted by it pursuant to
      Clause 11.2.1 above) its participation in Utilisations and other Senior
      Facility Outstandings that remain outstanding; and

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



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

	11.3 	
      Payment




	11.3.1 	
      Following a receipt of Recovered Net Proceeds and
      delivery of an Acceptances Confirmation to the Borrower, the Borrower
      shall pay to the Facility Agent, for the account of each Participating
      Lender, the Accepted Prepayment Amount and the Additional Prepayment
      Amount (if any) of that Participating Lender, in
full:




	 	(a) 	
      on the Interest Payment Date immediately following expiry
      of the 120 day period referred to in the definition of Excluded Disposal
      Proceeds and Excluded Insurance Proceeds (as applicable) in Clause 10.4
      (Mandatory prepayment - material disposal and insurance proceeds) if the
      relevant Disposal Proceeds or Insurance Proceeds have not been applied
      within that 120-day period; or

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




	11.3.2 	
      If any Cash Distribution Prepayment Amount is required to
      be offered for prepayment as contemplated in Clause 25.19.2(f)
      (Distributions), the Borrower shall, following delivery to it of an
      Acceptances Confirmation, pay to the Facility Agent, for the account of
      each Participating Lender, the Accepted Prepayment Amount and the
      Additional Prepayment Amount (if any) of that Participating Lender, in
      full, before the payment of any Cash Distribution to Holdco in accordance
      with Clause 25.19.2 (Distributions). For the avoidance of doubt, any
      payment to a Participating Lender pursuant to this Clause will be deemed
      to be a mandatory prepayment of the relevant Utilisations and other Senior
      Facility Outstandings and not a voluntary prepayment pursuant to Clause
      10.5 (Voluntary prepayment).




	11.4 	
      Remaining amount of Distributable
Balance

	 	 
		
      If, after having implemented the provisions of Clauses
      11.1 and 11.2 above, the full amount of any Distributable Balance offered
      to Lenders is not required to be applied in or towards the payment,
      repayment or prepayment of Utilisation and other Senior Facility
      Outstandings, any remaining balance (or any part thereof) may be retained
      in the Group and used for the general operations of the members of the
      Group.



43 




SECTION 4 
COSTS OF UTILISATION 

	12. 	
      INTEREST AND INTEREST
PERIODS




	12.1 	
      Calculation, accrual and payment

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

	 	 
	12.2 	
      Interest Periods

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




	13. 	
      CHANGES TO THE CALCULATION OF
  INTEREST




	13.1 	
      Absence of quotations

	 	 
		
      Subject to Clause 13.2 below, if JIBAR is to be
      determined by reference to the Reference Banks but a Reference Bank does
      not supply a quotation by 12h00 on the Quotation Day, JIBAR shall be
      determined on the basis of the quotations provided by the remaining
      Reference Banks.

	 	 
	13.2 	
      Market disruption




	13.2.1 	
      If a Market Disruption Event occurs in relation to a Loan
      for any Interest Period, then the Facility Agent shall advise the Borrower
      and the rate of interest on each Lender's share of that Loan for the
      Interest Period shall be the percentage rate per annum which is the sum
      of:




	 	(a) 	
      the Margin; and

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




	13.2.2 	
      In this Agreement Market Disruption Event
      means:




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

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




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



44 





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

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




	13.3 	
      Alternative basis of interest or
  funding




	13.3.1 	
      Without prejudice to the generality of Clause 13.2 above,
      if a Market Disruption Event occurs and the Facility Agent or the Borrower
      so requires, the Facility Agent and the Borrower shall enter into
      negotiations (for a period of not more than 30 days, or such longer period
      as the Facility Agent may agree) with a view to agreeing a substitute
      basis for determining the rate of interest.

	 	 
	13.3.2 	
      Any alternative basis agreed pursuant to Clause 13.3.1
      above shall, with the prior consent of all the Lenders and the Borrower,
      be binding on all Parties.




	14. 	
      BREAK COSTS AND BREAK
GAINS




	14.1 	
      The Borrower shall, within three Business Days of demand
      by a Finance Party, pay to that Finance Party its Break Costs attributable
      to all or any part of a Loan or Unpaid Sum being repaid or prepaid on a
      day other than the last day of an Interest Period for that Loan or Unpaid
      Sum.

	 	 
	14.2 	
      On the condition that no Default is then continuing, a
      Senior Facility Lender shall, within 10 Business Days of demand by the
      Borrower, pay to the Borrower the amount of any Break Gain attributable to
      all or any part of the participation of that Senior Facility Lender in a
      Loan being repaid or prepaid on a day other than the last day of an
      Interest Period for that Loan.

	 	 
	14.3 	
      Each Lender shall provide a certificate confirming the
      amount of its Break Costs or Break Gains (as applicable) for any Interest
      Period in which they accrue.




	15. 	
      FEES




	15.1 	
      Commitment fee




	15.1.1 	
      The Borrower shall pay to the Facility Agent (for the
      account of each Senior Facility C Lender) a fee computed at the rate of
      0.22 per cent. per annum on that Senior Facility C Lender's Available
      Commitment under Senior Facility C for the Availability Period applicable
      to Senior Facility C.

	 	 
	15.1.2 	
      The accrued commitment fee is payable on the last day of
      each successive period of one Month which ends during the relevant
      Availability Period, on the last day of the relevant Availability Period
      and, if cancelled in full, on the cancelled amount of the relevant Senior
      Facility C Lender's Commitment at the time the cancellation is
      effective.




	15.2 	
      Facility Agent Fee

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



45 




SECTION 5 
ADDITIONAL PAYMENT OBLIGATIONS 

	16. 	
      TAX GROSS-UP AND
INDEMNITIES




	16.1 	
      Definitions




	16.1.1 	
      In this Agreement:

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

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

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

	 	 
		
      Tax Payment means either the increase in a payment
      made by an Obligor to a Finance Party under Clause 16.2 below or a payment
      under Clause 16.3 below.

	 	 
	16.1.2 	
      Unless a contrary indication appears, in this Clause 16 a
      reference to determines or determined means a determination
      made in the absolute discretion of the person making the
    determination.




	16.2 	
      Tax gross-up




	16.2.1 	
      Each Obligor shall make all payments to be made by it
      free and clear of and without any Tax Deduction, unless a Tax Deduction is
      required by law.

	 	 
	16.2.2 	
      The Borrower shall promptly upon becoming aware that an
      Obligor must make a Tax Deduction (or that there is any change in the rate
      or the basis of a Tax Deduction) notify the Facility Agent accordingly.
      Similarly, a Lender shall notify the Facility Agent, as soon as reasonably
      practicable, on becoming so aware in respect of a payment payable to that
      Lender. If the Facility Agent receives such notification from a Lender it
      shall notify the Borrower and that Obligor.

	 	 
	16.2.3 	
      If a Tax Deduction is required by law to be made by an
      Obligor, the amount of the payment due from that Obligor shall be
      increased to an amount which (after making any Tax Deduction) leaves an
      amount equal to the payment which would have been due if no Tax Deduction
      had been required.

	 	 
	16.2.4 	
      If an Obligor is required to make a Tax Deduction, that
      Obligor shall make that Tax Deduction and any payment required in
      connection with that Tax Deduction within the time allowed and in the
      minimum amount required by law.

	 	 
	16.2.5 	
      Within thirty days of making either a Tax Deduction or
      any payment required in connection with that Tax Deduction, the Obligor
      making that Tax Deduction shall deliver to the Facility Agent for the
      Finance Party entitled to the payment evidence reasonably satisfactory to
      that Finance Party that the Tax Deduction has been made or (as applicable)
      any appropriate payment paid to the relevant taxing
  authority.



46 





	16.3 	
      Tax indemnity




	16.3.1 	
      Each Obligor shall (within three Business Days of demand
      by the Facility Agent) indemnify each Protected Party against, and shall
      pay to a Protected Party an amount equal to the loss, liability or cost
      which that Protected Party determines will be or has been (directly)
      suffered for or on account of Tax by that Protected Party in respect of a
      Finance Document.

	 	 
	16.3.2 	
      Clause 16.3.1 above shall not
apply:




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

	 	 	 
	 	(a) 	
      to the extent a loss, liability or cost is compensated
      for by an increased payment under Clause 16.2 (Tax gross-up) or relates to
      a FATCA Deduction required to be made by a
Party.




	16.3.3 	
      A Protected Party making, or intending to make a claim
      under Clause 16.3.1 above, shall notify the Facility Agent as soon as
      reasonably practicable of the event which will give, or has given, rise to
      the claim, following which the Facility Agent shall notify the Borrower or
      relevant Obligor of such claim.

	 	 
	16.3.4 	
      A Protected Party shall, on receiving a payment from an
      Obligor under this Clause 16.3, notify the Facility
  Agent.




	16.4 	
      Tax Credit

	 	 
		
      Subject to Clause 31 (Conduct of Business by the Finance
      Parties), if an Obligor makes a Tax Payment and the relevant Finance Party
      determines that:




	16.4.1 	
      a Tax Credit is attributable either to an increased
      payment of which that Tax Payment forms part, or to that Tax Payment;
      and

	 	 
	16.4.2 	
      that Finance Party has obtained, utilised and retained
      that Tax Credit,




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

	  	
       

	16.5 	
      Stamp taxes 

	  	
       

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

	  	
       

	16.6 	
      Value added tax 




	16.6.1 	
      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 16.6.2 below, if VAT is or becomes chargeable on
any supply made by any Finance Party to any Party under a Finance Document, that
Party shall pay to the Finance Party (in addition to and at the same time as
paying any other consideration for such supply) an amount equal to the amount of
such VAT (and such Finance Party shall provide an appropriate VAT invoice to
such Party as soon as reasonably practicable). 



47 





	16.6.2 	
      If VAT is or becomes chargeable on any supply made by any
      Finance Party (the Supplier) to any other Finance Party (the
      Recipient) under a Finance Document, and any Party other than the
      Recipient (the Subject Party) is required by the terms of any
      Finance Document to pay an amount equal to the consideration for such
      supply to the Supplier (rather than being required to reimburse the
      Recipient in respect of that consideration), such Party shall also pay to
      the Supplier (in addition to and at the same time as paying such amount)
      an amount equal to the amount of such VAT. The Recipient will promptly pay
      to the Subject Party an amount equal to any credit or repayment obtained
      by the Recipient from the relevant tax authority which the Recipient
      reasonably determines is in respect of such VAT.

	 	 
	16.6.3 	
      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.




	16.7 	
      FATCA information




	16.7.1 	
      Subject to Clause 16.7.3 below, each Party shall, within
      10 Business Days of a reasonable request by another
  Party:




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




	 	(i) 	
      a FATCA Exempt Party; or

	 	 	 
	 	(ii) 	
      not a FATCA Exempt Party;




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

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




	16.7.2 	
      If a Party confirms to another Party pursuant to Clause
      16.7.1 above that it is a FATCA Exempt Party and it subsequently becomes
      aware that it is not, or has ceased to be a FATCA Exempt Party, that Party
      shall notify that other Party reasonably promptly.



48 





	16.7.3 	
      Clause 16.7.1 above shall not oblige any Finance Party to
      do anything, and Clause 16.7.1(c) above shall not oblige any other Party
      to do anything, which would or might in its reasonable opinion constitute
      a breach of:




	 	(a) 	
      any law or regulation;

	 	 	 
	 	(b) 	
      any fiduciary duty; or

	 	 	 
	 	(c) 	
      any duty of confidentiality.




	16.7.4 	
      If a Party fails to confirm whether or not it is a FATCA
      Exempt Party or to supply forms, documentation or other information
      requested in accordance with Clause 16.7.1(a) or (b) above (including, for
      the avoidance of doubt, where Clause 16.7.3 above applies), then such
      Party shall be treated for the purposes of the Finance Documents (and
      payments under them) as if it is not a FATCA Exempt Party until such time
      as the Party in question provides the requested confirmation, forms,
      documentation or other information.




	16.8 	
      FATCA Deduction




	16.8.1 	
      Each Party may make any FATCA Deduction it is required to
      make by FATCA, and any payment required in connection with that FATCA
      Deduction, and no Party shall be required to increase any payment in
      respect of which it makes such a FATCA Deduction or otherwise compensate
      the recipient of the payment for that FATCA Deduction.

	 	 
	16.8.2 	
      Each Party shall promptly, upon becoming aware that it
      must make a FATCA Deduction (or that there is any change in the rate or
      the basis of such FATCA Deduction), notify the Party to whom it is making
      the payment and, in addition, shall notify the Company and the Agent and
      the Agent shall notify the other Finance
Parties.




	17. 	
      CHANGES IN COSTS




	17.1 	
      Increased costs




	17.1.1 	
      Subject to Clause 17.3 below, the Borrower shall, within
      three Business Days of a demand by the Facility Agent, pay for the account
      of a Finance Party the amount of any Increased Costs incurred by that
      Finance Party as a result of:




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

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

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




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

	 	 
	17.1.2 	
      In this Agreement:

	 	 
		
      Increased Costs means:



49 





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

	 	 	 
	 	(b) 	
      an additional or increased cost; or

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



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

Basel III Framework means: 

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

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

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




	17.2 	
      Increased Cost claims




	17.2.1 	
      A Finance Party intending to make a claim pursuant to
      Clause 17.1 above shall notify the Facility Agent, as soon as reasonably
      possible after becoming aware of the claim, of the event giving rise to
      the claim, following which the Facility Agent shall notify the Borrower as
      soon as reasonably practicable.

	 	 
	17.2.2 	
      Each Finance Party shall, as soon as practicable after a
      demand by the Facility Agent, provide a certificate confirming the amount
      of its Increased Costs.




	17.3 	
      Exceptions




	17.3.1 	
      Clause 17.1 (Increased costs) does not apply to the
      extent any Increased Cost is:




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

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

	 	 	 
	 	(c) 	
      compensated for by Clause 16.3 (Tax indemnity) (or would
      have been compensated for under that Clause but was not so compensated
      solely because any of the exclusions in that Clause applied); or

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



50 





	17.3.2 	
      In this Clause 17.3, a reference to a Tax Deduction
      has the same meaning given to the term in Clause 16.1
      (Definitions).




	18. 	
      OTHER INDEMNITIES




	18.1 	
      Currency indemnity




	18.1.1 	
      If any sum due from an Obligor under the Finance
      Documents (a Sum), or any order, judgment or award given or made in
      relation to a Sum, has to be converted from the currency (the First
      Currency) in which that Sum is payable into another currency (the
      Second Currency) for the purpose of:




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

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




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

	 	 
	18.1.2 	
      Each Obligor waives any right it may have in any
      jurisdiction to pay any amount under the Finance Documents in a currency
      or currency unit other than that in which it is expressed to be
      payable.




	18.2 	
      Funding indemnities




	18.2.1 	
      The Obligors shall, within three Business Days of demand,
      indemnify each Finance Party against, and shall pay to each Finance Party,
      any cost, loss or liability (other than consequential damages or
      opportunity costs) incurred by that Finance Party as a result
  of:




	 	(a) 	
      the occurrence of any Default;

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

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

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

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

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



51 





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




	18.2.2 	
      Each Obligor’s liability in each case includes any loss
      or expense on account of funds borrowed, contracted for or utilised to
      fund any amount payable under any Finance Document or any
    Utilisation.




	18.3 	
      Indemnity to the Facility
Agent




	18.3.1 	
      Each Obligor hereby indemnifies the Facility Agent
      against, and shall pay to the Facility Agent within 3 Business Days of
      demand, any cost, loss or liability (other than consequential damages or
      opportunity costs) incurred by the Facility Agent (acting reasonably) as a
      result of:




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

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

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




	18.3.2 	
      Each Obligor hereby indemnifies the Facility Agent
      against, and shall pay to the Facility Agent within 3 Business Days of
      demand, any cost, loss or liability incurred by the Facility Agent as a
      result of:




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

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

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




	18.3.3 	
      The Borrower shall reimburse to the Facility Agent all
      such out-of-pocket expenses actually and reasonably incurred and properly
      evidenced within 5 Business Days of the Facility Agent presenting the
      Borrower with a tax invoice in respect
thereof.




	19. 	
      MITIGATION BY THE
LENDERS




	19.1 	
      Mitigation




	19.1.1 	
      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 10.1 (Mandatory
      prepayment - Illegality), Clause 16 (Tax Gross-up and Indemnities) or
      Clause 17 (Changes in Costs).

	 	 
	19.1.2 	
      Clause 19.1.1 above does not in any way limit the
      obligations of any Obligor under the Finance
Documents.




	19.2 	
      Limitation of
liability




	19.2.1 	
      The Borrower hereby indemnifies each Finance Party
      against, and undertakes to pay to it on demand, all costs and expenses
      reasonably incurred by that Finance Party as a result of steps taken by it
      under Clause 19.1 above.



52 





	19.2.2 	
      A Finance Party is not obliged to take any steps under
      Clause 19.1 above if, in the opinion of that Finance Party (acting
      reasonably):




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

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




	20. 	
      COSTS AND EXPENSES




	20.1 	
      Transaction expenses

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




	20.1.1 	
      this Agreement, the other Finance Documents and any other
      documents referred to in this Agreement (including all costs of
      registering or perfecting Transaction Security);
and




	20.1.2 	
      any Finance Documents executed after the Signature
      Date.




	20.2 	
      Amendment costs




	20.2.1 	
      If an Obligor requests an amendment, waiver or consent,
      the Borrower shall, within three Business Days of demand, reimburse each
      Finance Party for the amount of all properly evidenced costs and expenses
      (including legal fees) reasonably incurred by that Finance Party in
      responding to, evaluating, negotiating or complying with that request or
      requirement.

	 	 
	20.2.2 	
      If there is any change in law or any regulation which
      requires an amendment, waiver or consent under the Finance Documents, the
      Borrower shall, within three Business Days of demand, reimburse each
      Finance Party for the amount of all properly evidenced costs and expenses
      (including legal fees) reasonably incurred by that Finance Party in
      connection with evaluating, negotiating or complying with any such
      requirement.




	20.3 	
      Enforcement costs

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



53 




SECTION 6 
GUARANTEE 

	21. 	
      GUARANTEE AND
INDEMNITY




	21.1 	
      Guarantee and indemnity

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




	21.1.1 	
      guarantees to each Finance Party punctual performance by
      each other Obligor of all that Obligor's obligations under the Finance
      Documents;

	 	 
	21.1.2 	
      undertakes with each Finance Party that whenever an
      Obligor does not pay any amount when due under or in connection with any
      Finance Document, that Guarantor shall immediately on demand pay that
      amount as if it were the principal obligor; and

	 	 
	21.1.3 	
      agrees with each Finance Party that if any obligation
      guaranteed by it is or becomes unenforceable, invalid or illegal, it will,
      as an independent and primary obligation, indemnify that Finance Party
      immediately on demand against any cost, loss or liability it incurs as a
      result of an Obligor not paying any amount which would, but for such
      unenforceability, invalidity or illegality, have been payable by it under
      any Finance Document on the date when it would have been due. The amount
      payable by a Guarantor under this indemnity will not exceed the amount it
      would have had to pay under this Clause 21 if the amount claimed had been
      recoverable on the basis of a guarantee.




	21.2 	
      Continuing guarantee

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

	 	 
	21.3 	
      Reinstatement

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




	21.3.1 	
      the liability of each Obligor shall continue as if the
      payment, discharge, avoidance or reduction had not occurred; and

	 	 
	21.3.2 	
      each Finance Party shall be entitled to recover the value
      or amount of that security or payment from each Obligor, as if the
      payment, discharge, avoidance or reduction had not
  occurred.




	21.4 	
      Waiver of defences

	 	 
		
      The obligations of each Guarantor under this Clause 21
      will not be affected by an act, omission, matter or thing which, but for
      this Clause, would reduce, release or prejudice any of its obligations
      under this Clause 21 (without limitation and whether or not known to it or
      any Finance Party) including:



54 





	21.4.1 	
      any time, waiver or consent granted to, or composition
      with, any Obligor or other person;

	 	 
	21.4.2 	
      the release of any other Obligor or any other person
      under the terms of any composition or arrangement with any creditor of any
      member of the Group;

	 	 
	21.4.3 	
      the taking, variation, compromise, exchange, renewal or
      release of, or refusal or neglect to perfect, execute, take up or enforce,
      any rights against, or security over assets of, any Obligor or other
      person or any non-presentation or non-observance of any formality or other
      requirement in respect of any instrument or any failure to realise the
      full value of any security;

	 	 
	21.4.4 	
      any incapacity or lack of power, authority or legal
      personality of or dissolution or change in the members or status of an
      Obligor or any other person;

	 	 
	21.4.5 	
      any amendment, novation, supplement, extension
      restatement (however fundamental and whether or not more onerous) or
      replacement of any Finance Document or any other document or security
      including without limitation any change in the purpose of, any extension
      of or any increase in any facility or the addition of any new facility
      under any Finance Document or other document or security;

	 	 
	21.4.6 	
      any unenforceability, illegality, invalidity suspension
      or cancellation of any obligation of any person under this Agreement or
      any other Finance Document or any other document or security;

	 	 
	21.4.7 	
      any insolvency, liquidation, winding-up, business rescue
      or similar proceedings (including, but not limited to, receipt of any
      distribution made under or in connection with those
proceedings);

	 	 
	21.4.8 	
      this Agreement or any other Finance Document not being
      executed by or binding against any other Guarantor or any other party;
      or

	 	 
	21.4.9 	
      any other fact or circumstance arising on which a
      Guarantor might otherwise be able to rely on a defence based on prejudice,
      waiver or estoppel.




	21.5 	
      Guarantor intent

	 	 
		
      Without prejudice to the generality of Clause 21.4
      (Waiver of defences), each Guarantor expressly confirms that it intends
      that this guarantee shall extend from time to time to any (however
      fundamental) variation, increase, extension or addition of or to any of
      the Finance Documents and/or any facility or amount made available under
      any of the Finance Documents for the purposes of or in connection with any
      of the following: business acquisitions of any nature; increasing working
      capital; enabling investor distributions to be made; carrying out
      restructurings; refinancing existing facilities; refinancing any other
      indebtedness; making facilities available to new borrowers; any other
      variation or extension of the purposes for which any such facility or
      amount might be made available from time to time; and any fees, costs
      and/or expenses associated with any of the foregoing.

	 	 
	21.6 	
      Immediate recourse

	 	 
		
      Each Guarantor waives any right it may have of first
      requiring any Finance Party (or any trustee or agent on its behalf) to
      proceed against or enforce any other rights or security or claim payment
      from any person before claiming from that Guarantor under this Clause 21.
      This waiver applies irrespective of any law or any provision of a Finance
      Document to the contrary.



55 





	21.7 	
      Deferral of Guarantors'
rights




	21.7.1 	
      Until all amounts which may be or become payable by the
      Obligors under or in connection with the Finance Documents have been
      irrevocably paid in full and unless the Facility Agent otherwise directs,
      no Guarantor will exercise any rights which it may have by reason of
      performance by it of its obligations under the Finance Documents or by
      reason of any amount being payable, or liability arising, under this
      Clause 21:




	 	(a) 	
      to be indemnified by an Obligor;

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

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

	 	 	 
	 	(d) 	
      to bring legal or other proceedings for an order
      requiring any Obligor to make any payment, or perform any obligation, in
      respect of which any Guarantor has given a guarantee, undertaking or
      indemnity under Clause 21.1 (Guarantee and indemnity);

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

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




	21.7.2 	
      If a Guarantor receives any benefit, payment or
      distribution in relation to such rights, it shall hold that benefit,
      payment or distribution to the extent necessary to enable all amounts
      which may be or become payable to the Finance Parties by the Obligors
      under or in connection with the Finance Documents to be repaid in full on
      trust for, or otherwise for the benefit of, the Finance Parties and shall
      promptly pay or transfer the same to the Facility Agent or as the Facility
      Agent may direct for application in accordance with Clause 33 (Payment
      Mechanics).




	21.8 	
      Release of Guarantors' right of
  contribution

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




	21.8.1 	
      that Retiring Guarantor is automatically released by each
      other Guarantor from any liability (whether past, present or future and
      whether actual or contingent) to make a contribution to any other
      Guarantor arising by reason of the performance by any other Guarantor of
      its obligations under the Finance Documents; and

	 	 
	21.8.2 	
      each other Guarantor waives any rights it may have by
      reason of the performance of its obligations under the Finance Documents
      to take the benefit (in whole or in part and whether by way of
      subrogation, cession of action or otherwise) of any rights of the Finance
      Parties under any Finance Document or of any other security taken pursuant
      to, or in connection with, any Finance Document where such rights or
      security are granted by or in relation to the assets of the Retiring
      Guarantor.



56 





	21.9 	
      Additional security

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




	21.10 	
      Limitations on guarantee under US
  law




	21.10.1 	
      Each US Guarantor acknowledges that it will receive
      valuable direct or indirect benefits as a result of the transactions
      contemplated by the Finance Documents (including utilisations
      thereunder).

	 	 
	21.10.2 	
      Each US Guarantor represents, warrants and agrees
      that:




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

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

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

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




	21.10.3 	
      Notwithstanding anything to the contrary contained herein
      or in any other Finance Document to the extent that any US Bankruptcy or
      Fraudulent Transfer Law is applicable to this
guarantee:




	 	(a) 	
      each Finance Party agrees that the maximum liability of
      each Guarantor under this Clause 21 (Guarantee and Indemnity) and under
      the other Finance Documents shall in no event exceed the amount that can
      be guaranteed by such Guarantor under applicable US federal and state laws
      relating to the insolvency of debtors, in each case after giving effect
      to:




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

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




	 	(A) 	
      applicable law; or

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



57 





	 	(b) 	
      each Party agrees that, in the event any payment or
      distribution is made on any date by a Guarantor under this Clause 21
      (Guarantee and Indemnity), each such Guarantor shall be entitled to be
      indemnified from each other Guarantor, to the greatest extent permitted
      under applicable law and subject to the other limitation of this Clause
      21.10 in an amount equal to such payment or distribution, in each case
      multiplied by a fraction of which the numerator shall be the net worth of
      the contributing Guarantor and the denominator shall be the aggregate net
      worth of all the Guarantors.



58 




SECTION 7 
REPRESENTATIONS, UNDERTAKINGS AND EVENTS
OF DEFAULT 

	22. 	
      REPRESENTATIONS

	 	 
		
      Each Obligor makes the representations and warranties set
      out in this Clause 22 to each Finance Party on the Signature Date. A
      reference in this Clause to "it" or "its" includes, unless the context
      otherwise requires, each Obligor. The Finance Parties enter into the
      Finance Documents to which they are party on the strength of and relying
      on the representations and warranties set out in this Clause 22, each of
      which is a separate representation and warranty, given without prejudice
      to any other representation or warranty and is deemed to be a material
      representation or warranty (as applicable) inducing the Finance Parties to
      enter into the Finance Documents.




	22.1 	
      Status




	22.1.1 	
      It is a limited liability corporation, duly incorporated
      and validly existing under the laws of its jurisdiction of
      incorporation.

	 	 
	22.1.2 	
      It and each of its Subsidiaries has the power to own its
      assets and carry on its business as it is being
  conducted.




	22.2 	
      Capacity, power and
authority




	22.2.1 	
      It has the legal capacity and power to enter into and
      perform, and has taken all necessary action to authorise the entry into
      and performance of, the Finance Documents to which it is or will be a
      party and the transactions contemplated by those Finance
  Documents.

	 	 
	22.2.2 	
      No limit on its powers will be exceeded as a result of
      the borrowing, grant of security or giving of guarantees or indemnities
      contemplated by the Finance Documents to which it is a
  party.




	22.3 	
      Binding obligations




	22.3.1 	
      The obligations expressed to be assumed by it in each
      Finance Document to which it is a party are legal, valid, binding and
      enforceable obligations.

	 	 
	22.3.2 	
      Each Finance Document to which it is a party is in the
      proper form for its enforcement in the jurisdiction of its
      incorporation.




	22.4 	
      Non-conflict with other obligations

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




	22.4.1 	
      any law or regulation applicable to it;

	 	 
	22.4.2 	
      its or any of its Subsidiaries' constitutional documents;
      or

	 	 
	22.4.3 	
      any material agreement or instrument binding upon it or
      any of its Subsidiaries or any of its or any of its Subsidiaries' assets
      or constitute a default or termination event (however described) under any
      such agreement or instrument.



59 





	22.5 	
      Authorisations

	 	 
		
      Except as expressly set out in Schedule 11 (Disclosure
      Schedule), all authorisations required:




	22.5.1 	
      to enable it lawfully to enter into, exercise its rights
      and comply with its obligations under the Finance Documents to which it is
      a party;

	 	 
	22.5.2 	
      to make the Finance Documents to which it is a party
      admissible in evidence in its jurisdiction of incorporation; and

	 	 
	22.5.3 	
      for it and those of its Subsidiaries which are members of
      the Group to carry on their respective businesses in the ordinary course
      and in all material respects as they are being
conducted,




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

	 	 
	22.6 	
      No default




	22.6.1 	
      No Default is continuing or is reasonably likely to
      result from the making of any Utilisation or the entry into, the
      performance of, or any transaction contemplated by, any Finance Document
      to which it is a party.

	 	 
	22.6.2 	
      No other event or circumstance is outstanding which
      constitutes (or with the expiry of a grace period, the giving of notice,
      the making of any determination, the satisfaction of any other applicable
      condition or any combination of the foregoing, would constitute) a default
      or termination event (however described) or an event resulting in an
      obligation to create security, under any other agreement or instrument
      which is binding on it or any of its Subsidiaries or to which its (or any
      of its Subsidiaries') assets are subject, to an extent or in a manner
      which has or is reasonably likely to have a Material Adverse
  Effect.




	22.7 	
      Financial statements

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




	22.7.1 	
      have been prepared in accordance with IFRS, consistently
      applied; and

	 	 
	22.7.2 	
      give a true and fair view of its financial condition
      (consolidated, if applicable) as at the date to which they were drawn
      up,




		
      except, in each case, as disclosed to the contrary in
      those financial statements.

	 	 
	22.8 	
      Material adverse change

	 	 
		
      There has been no material adverse change in its business
      or financial condition or the business or consolidated financial condition
      of the Group since the latest date to which any of the financial
      statements (or management accounts delivered pursuant to Clause 23.1
      (Financial statements) were drawn up.

	 	 
	22.9 	
      Assets




	22.9.1 	
      It owns or has leased or licenced to it, and has all
      authorisations required under applicable law or regulations to use, the
      assets necessary to carry on its business as presently
  conducted.



60 





	22.9.2 	
      It is the sole legal and beneficial owner of the shares
      and other assets which are the subject matter of the Security Documents to
      which it is a party.




	22.10 	
      Financial Indebtedness and
  Security




	22.10.1 	
      No member of the Group has any Financial Indebtedness
      outstanding other than Financial Indebtedness which constitutes Permitted
      Financial Indebtedness.

	 	 
	22.10.2 	
      No Security exists over the whole or any part of the
      assets of any member of the Group, other than Security which constitutes a
      Permitted Encumbrance.

	 	 
	22.10.3 	
      Subject to filing and registration required by law (where
      applicable) with the appropriate statutory public register, each Security
      Document to which it is a party creates the security interests which it
      purports to create, and the Transaction Security so
  established:




	 	(a) 	
      is valid and effective;

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

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




	22.11 	
      Ranking




	22.11.1 	
      Its payment obligations under the Finance Documents rank
      at least pari passu with the claims of all its other unsecured and
      unsubordinated creditors, except for obligations mandatorily preferred by
      law applying to companies generally.

	 	 
	22.11.2 	
      The Transaction Security has or, upon the registration
      thereof with any applicable statutory public registry (if required under
      applicable law), will have first ranking priority in respect of the assets
      of the Obligors which are the subject matter thereof, and those assets are
      not subject to any prior ranking or pari passu ranking
    Security.




	22.12 	
      Information




	22.12.1 	
      As at the Closing Date, the date of the first Utilisation
      Request, the Issue Date and the Advance Date, all forecasts and
      projections contained in any information supplied by or on behalf of
      Holdco, the Borrower, any other Obligor or any other member of the Group
      to the Facility Agent or any other Finance Party under or in connection
      with the Finance Documents were prepared on the basis of recent historical
      information and assumptions which were fair and reasonable at that date
      and were not misleading in any material respect.

	 	 
	22.12.2 	
      All other information supplied by or on behalf of Holdco,
      the Borrower, any other Obligor or any other member of the Group to the
      Facility Agent or any other Finance Party under or in connection with the
      Finance Documents is true, complete and accurate in all material respects
      as at the date it was given and is not misleading in any material
      respect.

	 	 
	22.12.3 	
      No information has been given or withheld by any Obligor
      which, if disclosed, might result in the information or projections
      referred to above being untrue or misleading in any material
    respect.



61 





	22.13 	
      Group Structure Chart

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




	22.13.1 	
      each member of the Group (and for this purpose assuming
      Blue Label Telecoms is a member of the Group), including current name and
      company registration number, its jurisdiction of incorporation and/or its
      jurisdiction of establishment, a list of direct and indirect shareholders
      and indicating if a company is not a company with limited liability;
      and

	 	 
	22.13.2 	
      all minority interests in any member of the Group and any
      person in which any member of the Group holds shares in its issued share
      capital or equivalent ownership interest of such
person.




	22.14 	
      Ownership of
securities




	22.14.1 	
      As at the Closing Date, the date of the first Utilisation
      Request, the Issue Date and the Advance Date, all securities in the issued
      capital of each Original Guarantor (other than Holdco, the Borrower and
      Cash Paymaster) are owned, directly or indirectly, legally and
      beneficially, by the Borrower.

	 	 
	22.14.2 	
      As at the Closing Date, the date of the first Utilisation
      Request, the Issue Date and the Advance Date 87.5 per cent. of the
      securities in the issued capital of Cash Paymaster are owned directly,
      legally and beneficially, by the Borrower.

	 	 
	22.14.3 	
      There are no agreements in force which provide for the
      issue or allotment of, or grant any person the right to call for the issue
      or allotment of, any share, debenture or loan capital of any member of the
      Group (including any option or right of pre-emption or
  conversion).

	 	 
	22.14.4 	
      No person has a right to obtain an order for the
      rectification of the securities register of a member of the
  Group.

	 	 
	22.14.5 	
      The shares of any member of the Group which are subject
      to the Transaction Security are fully paid and not subject to any option
      to purchase or similar rights.

	 	 
	22.14.6 	
      As at the Closing Date, the date of the first Utilisation
      Request, the Issue Date and the Advance Date, the constitutional documents
      of companies whose shares are subject to the Transaction Security do not
      restrict or inhibit any transfer of those shares (whether pursuant to a
      right of pre-emption in favour of any party or otherwise) on creation or
      enforcement of the Transaction Security (or if any such restriction exist,
      all applicable consents, waivers or resolutions by shareholders and
      directors for the purposes of authorising such a transfer have been
      obtained and are in full force and effect).




	22.15 	
      Other documents




	22.15.1 	
      As at the Signature Date, the Closing Date, the date of
      the first Utilisation Request, the Issue Date and the Advance Date, the
      documents delivered to the Facility Agent by or on behalf of any Obligor
      under Clause 4.1 (Initial conditions precedent) are genuine (or, in the
      case of copy documents, are true, complete and accurate copies of
      originals which are genuine), are up-to-date and in full force and effect
      (or if a copy, the original is up-to-date and in full force and effect)
      and have not been amended.

	 	 
	22.15.2 	
      As at the date of their delivery, the documents delivered
      to the Facility Agent under this Agreement by or on behalf of any Obligor after the Closing
Date are genuine (or, in the case of copy documents, are true, complete and
accurate copies of originals which are genuine), are up-to-date and in full
force and effect (or, if a copy, the original is up-to-date and in full force
and effect) and have not been amended. 



62 





	22.16 	
      No proceedings pending or threatened

	 	 
		
      Except as expressly set out in Schedule 11 (Disclosure
      Schedule):




	22.16.1 	
      in relation to the each Obligor and Material Subsidiary
      as at the Signature Date, the Closing Date, the date of the first
      Utilisation Request, the Issue Date and the Advance Date only, no
      litigation, arbitration, expert determination, alternative dispute
      resolution or administrative proceedings of or before any court, arbitral
      body, expert or agency are current, pending or, to the best of its
      knowledge, threatened against it;

	 	 
	22.16.2 	
      in relation to each Obligor and Material Subsidiary
      (other than as at the Signature Date, the Closing Date, the date of the
      first Utilisation Request, the Issue Date and the Advance Date), no
      litigation, arbitration, expert determination, alternative dispute
      resolution or administrative proceedings of or before any court, arbitral
      body, expert or agency are current, pending or, to the best of its
      knowledge, threatened against any such Obligor or other Material
      Subsidiary, which have or, if adversely determined, would have, a Material
      Adverse Effect or involve liability for the Obligors or other Material
      Subsidiary in an amount which, in aggregate, exceeds
R10,000,000;

	 	 
	22.16.3 	
      no dispute with any regulatory authority which is the
      subject of any administrative or statutory proceedings of or before any
      court or agency is current, pending or, to the best of its knowledge,
      threatened, which, if adversely determined, will have or might reasonably
      be expected to have a Material Adverse Effect;

	 	 
	22.16.4 	
      no labour disputes are current or, to the best of its
      knowledge and belief (having made due and careful enquiry), threatened
      against any member of the Group which have or might reasonably be expected
      to have a Material Adverse Effect.




	22.17 	
      No breach of laws or licence conditions

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

	 	 
	22.18 	
      Environmental matters

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




	22.18.1 	
      each member of the Group is in compliance with Clause
      25.16 (Environmental matters) and no circumstances have occurred which
      would prevent such compliance, in a manner or to an extent which has or
      might reasonably be expected to (a) have a Material Adverse Effect, or (b)
      result in a financial liability for that Group member in excess of
      R10,000,000;

	 	 
	22.18.2 	
      all Environmental Permits required for it and its
      Subsidiaries to carry on their respective businesses in the ordinary
      course have been obtained or effected and are in full force and effect;
      and

	 	 
	22.18.3 	
      no Environmental Claim has been commenced, is outstanding
      or (to the best of its knowledge and belief (having made due and careful
      enquiry)) is threatened against any member of the Group where that claim
      has or might reasonably be expected, if determined against that member of the Group, to have a Material
Adverse Effect.



63 





	22.19 	
      Insurance




	22.19.1 	
      As at the Signature Date, the Closing Date, the date of
      the first Utilisation Request, the Issue Date and the Advance Date, there
      is no outstanding insured loss or liability incurred by it in excess of
      R5,000,000 which is not expected to be covered to the full extent of that
      loss or liability.

	 	 
	22.19.2 	
      There has been no non-disclosure, misrepresentation or
      breach of any term of any material Insurance taken out by any member of
      the Group which would entitle any insurer of that insurance to repudiate,
      rescind or cancel it or to treat it as avoided in whole or in part, or
      otherwise decline any valid claim under it by or on behalf of any member
      of the Group which could result in a loss to the Group exceeding
      R20,000,000.




	22.20 	
      Intellectual Property
Rights




	22.20.1 	
      It:




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

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

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




	22.20.2 	
      None of those Intellectual Property Rights contemplated
      in paragraph 22.20.1(a) above is being infringed, nor (to the best of its
      knowledge) is there any threatened infringement of any of those
      Intellectual Property Rights, in any material
respect.




	22.21 	
      Insolvency and Financial
Distress




	22.21.1 	
      As at the Signature Date, the Closing Date, the date of
      the first Utilisation Request, the Issue Date and the Advance Date,
    no:




	 	(a) 	
      corporate action, legal proceeding or other procedure or
      step described in Clause 26.7 (Insolvency and business rescue
      proceedings); or

	 	 	 
	 	(b) 	
      creditors' process described in Clause 26.8 (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 26.6 (Insolvency) applies to it or any other member of the
      Group.

	 	 
	22.21.2 	
      As at the Signature Date, the Closing Date, the date of
      the first Utilisation Request, the Issue Date and the Advance Date,
      neither it nor any member of the Group is Financially Distressed (as
      defined in the Companies Act).




	22.22 	
      Taxes




	22.22.1 	
      It is not overdue in the filing of any Tax returns or in
      the payment of any Tax in an amount of more than R10,000,000 (taking into
account any extensions granted by any applicable Tax authority for the filing of such returns). 



64 





	22.22.2 	
      As at the Signature Date, the Closing Date, the date of
      the first Utilisation Request, the Issue Date and the Advance Date, no
      claims or investigations by any Tax authority are being or are reasonably
      likely to be made or conducted against it which are reasonably likely to
      result in a liability of or claim against any member of the Group to pay
      any amount of, or in respect of, Tax of more than R10,000,000.

	 	 
	22.22.3 	
      It is resident for Tax purposes only in its jurisdiction
      of incorporation.

	 	 
	22.22.4 	
      As at the Signature Date, the Closing Date, the date of
      the first Utilisation Request, the Issue Date and the Advance Date it is
      not required to make any deduction for or on account of Tax from any
      payment it may make under any Finance Document.

	 	 
	22.22.5 	
      The representations in Clauses 22.22.1 to 22.22.4 above
      are subject to the disclosure expressly set out in Schedule 11 (Disclosure
      Schedule).




	22.23 	
      No filing or stamp taxes

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

	 	 
	22.24 	
      Governing law and
enforcement




	22.24.1 	
      The choice of South African law as the governing law of
      those Finance Documents which are expressed to be governed by South
      African law will be recognised and enforced in its jurisdiction of
      incorporation.

	 	 
	22.24.2 	
      Its:




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

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




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

	 	 
	22.24.3 	
      Any judgment obtained in South Africa in relation to a
      Finance Document which is governed by the laws of South Africa will be
      recognised and enforced in its jurisdiction of
  incorporation.




	22.25 	
      No adverse
consequences




	22.25.1 	
      It is not necessary under the laws of its jurisdiction of
      incorporation of that Obligor that any Finance Party should be licensed,
      qualified or otherwise entitled to carry on business in that
      jurisdiction:




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

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



65 





	22.25.2 	
      No Finance Party is or will be deemed to be resident,
      domiciled or carrying on business in the jurisdiction of incorporation of
      an Obligor by reason only of the entry into, performance and/or
      enforcement of any Finance Document.




	22.26 	
      No immunity




	22.26.1 	
      The entry into by it of each Finance Document to which it
      is a party constitutes, and the exercise by it of its rights and
      performance of its obligations under each Finance Document will constitute
      private and commercial acts performed for private and commercial
      purposes.

	 	 
	22.26.2 	
      In any proceedings taken in South Africa or in any other
      jurisdiction, it will not be entitled to claim for itself or any of its
      assets immunity from suit, execution, attachment or other legal process in
      relation to this Agreement or any other Finance
Document.




	22.27 	
      Authorised signatories

	 	 
		
      Any person specified as its authorised signatory under
      Schedule 2 (Conditions precedent) or Clause 23.8 (Information:
      miscellaneous) is authorised to sign Utilisation Requests and other
      communications under the Finance Documents on its
behalf.




	22.28 	
      Anti-corruption laws and
  Sanctions




	22.28.1 	
      Except as expressly set out in Schedule 11 (Disclosure
      Schedule), no member of the Group (including, for this purpose, Smart
      Life):




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

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

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




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

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




	22.28.2 	
      Except as expressly set out in Schedule 11 (Disclosure
      Schedule), each member of the Group and Smart Life has conducted its
      businesses in compliance with applicable anti-corruption laws and has
      instituted and maintained policies and procedures designed to promote and
      achieve compliance with such laws.



66 





	22.29 	
      Dormant companies

	 	 
		
      Each of the companies listed in Schedule 12 (Dormant
      Subsidiaries) does not trade (for itself or as agent for any person) and
      does not own, legally or beneficially, assets (including, without
      limitation, indebtedness owed to it) which in aggregate have a value of
      more than R1,000,000 (or its equivalent in other currencies).

	 	 
	22.30 	
      Times for making representations and
    warranties




	22.30.1 	
      All the representations and warranties set out in this
      Clause 22 are made by each Obligor on the Signature Date.

	 	 
	22.30.2 	
      Unless a representation and warranty is expressed to be
      given at a specific date (in which case it shall not be deemed to be
      repeated on another date), each representation and warranty is deemed to
      be repeated by:




	 	(a) 	
      each Obligor on the Closing Date, the date of the first
      Utilisation Request, the Issue Date, the Advance Date, each Utilisation
      Date and the first day of each Interest Period; and

	 	 	 
	 	(b) 	
      each Additional Guarantor, on the day on which it becomes
      (or it is proposed that it becomes) an
Obligor.




	22.30.3 	
      When a representation and warranty in Clause 22.6.1 (No
      default) is repeated on the first day of an Interest Period for a Loan
      (other than the first Interest Period for that Loan), the reference to a
      Default must be construed as a reference to an Event of Default.

	 	 
	22.30.4 	
      When a representation and warranty is repeated, it is
      made with reference to the circumstances existing at the time of
      repetition.




	23. 	
      INFORMATION UNDERTAKINGS

	 	 
		
      The undertakings in this Clause 23 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.




	23.1 	
      Financial statements

	 	 
		
      The Borrower shall supply to the Facility Agent in
      sufficient copies for all the Lenders:




	23.1.1 	
      as soon as the same become available, but in any event
      within 210 days after the last day of each financial year of the Group,
      its audited consolidated annual financial statements for that financial
      year;

	 	 
	23.1.2 	
      as soon as the same become available, but in any event
      within 45 days after the end of each quarter of each of its financial
      years (other than those for the fourth quarter of any financial year which
      shall be provided within 60 days after the end of that quarter), the
      Group’s quarterly management accounts for that quarter on a consolidated
      basis for that quarter (and to include cumulative consolidated management
      accounts for the financial year of the Group to date);

	 	 
	23.1.3 	
      if requested by the Facility Agent in respect of a
      calendar month, within 30 days after the end of that calendar month, the
      Group’s monthly management accounts for that month on a consolidated basis
      for that month (and to include cumulative consolidated management accounts
      for the financial year of the Group to date);

	 	 
	23.1.4 	
      in respect of Holdco:



67 





	 	(a) 	
      as soon as the same become available, but in any event
      within 62 days after the last day of each financial year of Holdco, its
      audited consolidated annual financial statements for that financial year;
      and

	 	 	 
	 	(b) 	
      as soon as the same become available, but in any event
      within 45 days after the end of each quarter of each of its financial
      years, Holdco's quarterly management accounts for that quarter on a
      consolidated basis for that quarter (and to include cumulative
      consolidated management accounts for the financial year of Holdco to
      date);




	23.2 	
      Requirements as to financial
  statements




	23.2.1 	
      The Borrower shall ensure that each set of financial
      statements and management accounts delivered pursuant to Clause 23.1
      above:




	 	(a) 	
      is certified by a director of the relevant company as
      fairly representing its financial condition as at the date as to which
      those financial statements or management accounts were drawn up;

	 	 	 
	 	(b) 	
      comprise at least a balance sheet, profit and loss
      account and cashflow statement for the financial period then ended, and
      (in the case of management accounts) for the financial year to date and
      the period of 12 months ending on the last day of the monthly or quarterly
      financial period (as applicable); and

	 	 	 
	 	(c) 	
      is prepared using IFRS (other than in respect of the
      management accounts), accounting practices and financial reference periods
      consistent with those applied in the preparation of the applicable
      financial statements and management accounts for 30 June, 2016 unless, in
      relation to any set of financial statements or management accounts, it
      notifies the Facility Agent that there has been a change in IFRS (other
      than in respect of the management accounts), those accounting practices or
      those reference periods.




	23.2.2 	
      If the Borrower notifies the Facility Agent of any
      change, as contemplated by Clause 23.2.1 above, it shall procure that its
      Auditors (or, if appropriate, the Auditors of the relevant member of the
      Group) deliver to the Facility Agent:




	 	(a) 	
      a description of any change necessary for those financial
      statements to reflect IFRS, the accounting practices and the reference
      periods as applied in the preparation of that Obligor's Original Financial
      Statements; and

	 	 	 
	 	(b) 	
      sufficient information, in form and substance reasonably
      required by the Facility Agent, to enable the Lenders to determine whether
      Clause 24 (Financial covenants) has been complied with and make an
      accurate comparison between the financial position indicated in those
      financial statements and that Obligor's Original Financial
    Statements.




	23.2.3 	
      Any reference in this Agreement to those financial
      statements shall be construed as a reference to those financial statements
      as adjusted to reflect the basis upon which the Original Financial
      Statements were prepared.




	23.3 	
      Compliance Certificate




	23.3.1 	
      The Borrower shall supply to the Facility Agent, with
      each set of financial statements and management accounts delivered
      pursuant to Clause 23.1.1 and 23.1.2 above in relation to a Measurement
      Date, a Compliance Certificate setting out (in reasonable detail)
      computations as to compliance with Clause 24 (Financial covenants) as at
      the date as at which those financial statements or management
accounts (as applicable) were drawn up.



68 





	23.3.2 	
      Each Compliance Certificate shall be signed by two
      directors of Borrower (including the Chief Financial Officer of the Group)
      and, if required to be delivered with the financial statements delivered
      pursuant to Clause 23.1.1 above, shall be reported on by the Auditors in
      the form set out in Annexe A (Form of Auditor's Certification) to Schedule
      7 (Form of Compliance Certificate) or such other form agreed by the
      Borrower and the Facility Agent.




	23.4 	
      Financial year-end

	 	 
		
      Without the express prior consent of the Facility Agent,
      an Obligor shall not change the date of its financial year end and shall
      ensure that the financial year end of each member of the Group falls on 30
      June.

	 	 
	23.5 	
      Auditors




	23.5.1 	
      The Borrower must ensure that its Auditors as at the
      Signature Date are retained to audit its consolidated annual financial
      statements.

	 	 
	23.5.2 	
      The Borrower may change its
Auditors:




	 	(a) 	
      to one of PwC, EY or KPMG (or any other firm approved in
      advance by the Facility Agent) if required by law or regulation;
  or

	 	 	 
	 	(b) 	
      if the Facility Agent has approved the other firm in
      advance.




	23.5.3 	
      If the Facility Agent wishes to discuss the financial
      position of any member of the Group with the Auditors, the Facility Agent
      may notify the Borrower, stating the questions or issues which the
      Facility Agent wishes to discuss with the Auditors. In this event, the
      Borrower shall ensure that the Auditors are authorised (at the expense of
      the Borrower):




	 	(a) 	
      to discuss the financial position of each member of the
      Group with the Facility Agent on request from the Facility Agent;
    and

	 	 	 
	 	(b) 	
      to disclose to the Facility Agent for the Finance Parties
      any information which the Facility Agent may reasonably
  request.




	23.5.4 	
      The Facility Agent may not give notice under Clause
      23.5.3 above, unless it reasonably believes that a Default is continuing
      or may have occurred or may occur, and notifies the Borrower that it is
      exercising its rights under this Clause
23.5.4.




	23.6 	
      Management access

	 	 
		
      Following delivery of any management accounts
      contemplated in Clause 23.1.2 (Financial Statements), the Borrower shall,
      upon written request from the Facility Agent, procure that within 7 days
      of delivery of any such request at least two directors of the Borrower
      (one of whom must be the financial director) must make themselves
      available to meet with the Lenders (on a date and at a venue agreed with
      the Facility Agent) so as to discuss:




	23.6.1 	
      the on-going business and financial performance of the
      Group; and

	 	 
	23.6.2 	
      any other matter which a Finance Party may reasonably
      request.



69 





	23.7 	
      Notification of
default




	23.7.1 	
      Each Obligor shall notify the Facility Agent of any
      Default (and the steps, if any, being taken to remedy it) promptly upon
      becoming aware of its occurrence (unless that Obligor is aware that a
      notification has already been provided by another Obligor).

	 	 
	23.7.2 	
      As soon as reasonably practical following a request by
      the Facility Agent, the Borrower shall supply to the Facility Agent a
      certificate signed by two of its directors or senior officers on its
      behalf certifying that no Default is continuing (or if a Default is
      continuing, specifying the Default and the steps, if any, being taken to
      remedy it).




	23.8 	
      Information: miscellaneous

	 	 
		
      The Borrower and Holdco shall supply to the Facility
      Agent (in sufficient copies for all the Lenders, if the Facility Agent so
      requests):




	23.8.1 	
      copies of all documents dispatched by an Obligor to its
      shareholders generally (or any class of them) to the extent required by
      law or regulation and all documents dispatched to its creditors generally
      (or any class of them), in each case at the same time as they are
      dispatched;

	 	 
	23.8.2 	
      promptly upon becoming aware of them, details and copies
      of any changes proposed to or made to its constitutional documents or the
      constitutional documents of it or any other Obligor, including the filing
      of any Memorandum of Incorporation under the Companies Act, where such
      changes do, are reasonably likely to, adversely affect the interest of the
      Finance Parties;

	 	 
	23.8.3 	
      promptly upon becoming aware of them, details and copies
      of any claim made against any Obligor under the Finance
  Documents;

	 	 
	23.8.4 	
      promptly upon becoming aware of them, the details of any
      litigation, arbitration, administrative proceedings, liquidation
      applications, winding up applications or business rescue applications
      which are current, threatened or pending against it or any other member of
      the Group, and, in the case of any litigation, arbitration or
      administrative proceedings, involve liability in an aggregate amount which
      (together with any other liability in respect of litigation, arbitration
      or administrative proceedings) is in excess of R10,000,000 (or its
      equivalent in another currency or currencies); and

	 	 
	23.8.5 	
      promptly, such further information regarding the
      financial condition, business and operations of it or any other member of
      the Group as any Finance Party (through the Facility Agent) may reasonably
      request.




	23.9 	
      Know your customer
checks




	23.9.1 	
      If:




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

	 	 	 
	 	(b) 	
      any change in the status of an Obligor after the
      Signature Date;

	 	 	 
	 	(c) 	
      the on-going compliance with any know your customer or
      similar identification procedures; or

	 	 	 
	 	(d) 	
      a proposed Transfer by a Lender of any of its rights and
      obligations under this Agreement to a party that is not a Lender prior to such
Transfer, 



70 





		
      obliges the Facility Agent or any Lender (or, in the case
      of paragraph (d) above, any prospective new Lender) to comply with know
      your customer or similar identification procedures (whether in terms of
      the Financial Intelligence Centre Act, 2001 or otherwise) in circumstances
      where the necessary information is not already available to it, each
      Obligor shall promptly upon the request of the Facility Agent or any
      Lender supply, or procure the supply of, such documentation and other
      evidence as is reasonably requested by the Facility Agent (for itself or
      on behalf of any Lender) or any Lender (for itself or, in the case of the
      event described in paragraph (d) above, on behalf of any prospective new
      Lender) in order for the Facility Agent, such Lender or, in the case of
      the event described in paragraph (d) above, any prospective new Lender to
      carry out and be satisfied it has complied with all necessary know your
      customer or other similar checks under all applicable laws and regulations
      pursuant to the transactions contemplated in the Finance
  Documents.

	 	 
	23.9.2 	
      Each Lender shall as soon as reasonably practicable
      following request by the Facility Agent, supply, or procure the supply of,
      such documentation and other evidence as is reasonably requested by the
      Facility Agent (for itself) in order for the Facility Agent to carry out
      and be satisfied it has complied with all necessary know your customer or
      other similar checks under all applicable laws and regulations pursuant to
      the transactions contemplated in the Finance Documents.

	 	 
	23.9.3 	
      Following the giving of any notice pursuant to Clause
      28.2 (Additional Guarantors), if the accession of such Additional
      Guarantor obliges the Facility Agent or any Lender to comply with know
      your customer or similar identification procedures in circumstances where
      the necessary information is not already available to it, the Borrower
      shall promptly upon the request of the Facility Agent or any Lender
      supply, or procure the supply of, such documentation and other evidence as
      is reasonably requested by the Facility Agent (for itself or on behalf of
      any Lender) or any Lender (for itself or on behalf of any prospective new
      Lender) in order for the Facility Agent or such Lender or any prospective
      new Lender to carry out and be satisfied it has complied with all
      necessary know your customer or other similar checks under all applicable
      laws and regulations pursuant to the accession of such Subsidiary to this
      Agreement as an Additional Guarantor.




	24. 	
      FINANCIAL COVENANTS




	24.1 	
      Undertakings in relation to financial
    condition




	24.1.1 	
      Total Net Leverage Ratio

	 	 
		
      The Obligors shall ensure that the Total Net Leverage
      Ratio for any Measurement Period shall fall below the ratio set out in
      column 2 of the table below opposite that Measurement
  Period:





	Measurement Period 

      
[Column 1] 	Ratio 

      
[Column
    2] 
	The Measurement Period ending before or on 30 September,
      2017: 	1.75 : 1 
	Thereafter, each Measurement Period ending before or on the
      Final Maturity Date: 	1.50 : 1




71 





	24.2 	
      Basis of calculations




	24.2.1 	
      All the terms defined in Clause 1.2 (Financial
      definitions) are to be determined on a consolidated basis and (except as
      may be expressly included or excluded in the relevant definition, or as
      stated below) in accordance with IFRS.

	 	 
	24.2.2 	
      The financial undertakings in Clause 24.1.1 (unless
      expressly otherwise stated) shall apply as of the last day of each
      Measurement Period and compliance (or otherwise) shall be verified by
      reference to the consolidated financial statements or management accounts
      of the Group (as applicable) for the relevant Measurement Periods and
      Compliance Certificates delivered pursuant to Clause 23 (Information
      Undertakings).

	 	 
	24.2.3 	
      No item shall be deducted or credited more than once in
      any calculation.

	 	 
	24.2.4 	
      Where an amount in any financial statements delivered
      pursuant to Clause 23 (Information Undertakings) is not denominated in
      Rand, it shall be converted into Rand at the rates specified in those
      financial statements.

	 	 
	24.2.5 	
      In relation to any Measurement Period commencing before
      the Closing Date, the Consolidated EBITDA for any Measurement Period
      ending less than 12 months after the Closing Date, shall be determined
      based on the actual consolidated results of the Borrower for that
      Measurement Period.




	24.3 	
      Equity cure




	24.3.1 	
      In this Clause:

	 	 
		
      Cure Amount means the amount of cash proceeds
      received by the Borrower for the purposes of this Clause from a
      Shareholder Contribution on the condition that the claims of Holdco
      against the Borrower are subordinated to the claims of the Finance Parties
      under the Finance Documents, either under the Subordination Agreement or
      otherwise on terms acceptable to the Facility Agent; and

	 	 
		
      Cure Period, in relation to a Measurement Period,
      means the period ending on the date which falls 45 Business Days after the
      Measurement Date for that period.

	 	 
	24.3.2 	
      If, as at a Measurement Date, any requirement of Clause
      24.1.1 (the Relevant Financial Undertaking) is not met, which is
      evidenced by a Compliance Certificate delivered pursuant to Clause 23.3
      (Compliance Certificate), the Borrower may treat (solely for the purpose
      of measuring compliance with the Relevant Financial Undertaking under this
      Clause, and not for any other purpose) a Cure Amount received and paid to
      the Facility Agent (for the account of the Senior Facility Lenders) in
      accordance with Clause 24.4 below within the applicable Cure Period, by
      way of a notional adjustment being a reduction of Consolidated Total Net
      Borrowings by an equivalent amount.

	 	 
	24.3.3 	
      Only so much of a Cure Amount as is required to ensure
      compliance with the Relevant Undertaking may be taken into account by way
      of such notional adjustment.

	 	 
	24.3.4 	
      Following receipt of a Cure Amount, the Borrower shall
      promptly recalculate the Relevant Financial Undertaking as permitted under
      this Clause 24.3 and, by no later than the last day of the relevant Cure
      Period, deliver to the Facility Agent a revised Compliance Certificate
      which reflects the results of those calculations.

	 	 
	24.3.5 	
      If, following receipt of a Cure Amount and a
      recalculation of the Relevant Financial Undertaking, as permitted under
      this Clause, the Relevant Financial Undertaking is met, the requirements of Clause 24.1 above will be deemed to
have been satisfied, retrospectively on the relevant Measurement Date, and any
Default which arose under Clause 26.2 (Financial covenants and other
obligations) as a result of the original failure to comply shall be deemed to
have been remedied.



72 





	24.3.6 	
      The rights of the Borrower under this Clause 24.3 are
      subject to the following restrictions:




	 	(a) 	
      a Cure Amount may not be raised and taken into account
      under this Clause for two consecutive Measurement Periods; and

	 	 	 
	 	(b) 	
      no more than two Cure Amounts in total may be taken into
      account before the Final Discharge Date for the purposes of this
      Clause.




	24.4 	
      Cure Amounts - mandatory
  prepayment




	24.4.1 	
      The Borrower shall apply all the proceeds of any Cure
      Amount received by a member of the Group in or towards payment, repayment
      or prepayment of the Utilisations and other Senior Facility Outstandings
      under the Senior Facilities, promptly upon receipt and, in any event, no
      later than the last day of the relevant Cure Period.

	 	 
	24.4.2 	
      All amounts paid, repaid or prepaid under this Clause
      shall be applied in the order of priority set out in (and otherwise as
      required under) Clause 10.9.1 (Application of partial
  prepayments).




	25. 	
      GENERAL UNDERTAKINGS

	 	 
		
      Each Obligor is bound by the undertakings set out in this
      Clause 25 relating to it. The undertakings in this Clause 25 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.




	25.1 	
      Authorisations

	 	 
		
      Each Obligor shall (and the Obligors shall ensure that
      each other member of the Group will) promptly:




	25.1.1 	
      obtain, comply with and do all that is necessary to
      maintain in full force and effect; and




	25.1.2 	
      at the request of the Facility Agent, supply certified
      copies to the Facility Agent of,



any authorisation required to enable
it to: 

	 	(a) 	
      perform its obligations under the Finance Documents to
      which it is a party and to ensure the legality, validity, enforceability
      or admissibility in evidence in its jurisdiction of incorporation of any
      such Finance Document;

	 	 	 
	 	(b) 	
      carry on its business in the ordinary course and in all
      material respects as it is being conducted.




	25.2 	
      Compliance with laws

	 	 
		
      Each Obligor shall (and the Obligors shall ensure that
      each other member of the Group will) comply with all laws, permits and
      licenses which are material to the conduct of its
  business.



73 





	25.3 	
      Pari passu ranking

	 	 
		
      Each Obligor must ensure
that:




	25.3.1 	
      its payment obligations under the Finance Documents at
      all times rank at least pari passu with all its present and future
      unsecured unsubordinated payment obligations, except for obligations
      mandatorily preferred by law applying to companies generally in its
      jurisdiction of incorporation or any other jurisdiction where it carries
      on business.

	 	 
	25.3.2 	
      the Security conferred by each Security Document to which
      it is a party constitutes first ranking priority Security of the type
      described, over the assets referred to, in that Security Document and that
      those assets are not subject to any prior or pari passu Security in
      favour of any other person.




	25.4 	
      Negative pledge




	25.4.1 	
      No Obligor (excluding Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) create or permit to
      subsist any Security over any of its assets.

	 	 
	25.4.2 	
      No Obligor shall (and the Obligors shall ensure that no
      other member of the Group will):




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

	 	 	 
	 	(b) 	
      sell, transfer or otherwise dispose of any of its
      receivables on recourse terms;

	 	 	 
	 	(c) 	
      enter into or permit to subsist any title retention
      arrangement;

	 	 	 
	 	(d) 	
      enter into or permit to subsist any arrangement under
      which money or the benefit of a bank or other account may be applied,
      set-off or made subject to a combination of accounts; or

	 	 	 
	 	(e) 	
      enter into or permit to subsist any other preferential
      arrangement having a similar effect,



in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial
Indebtedness or of financing the acquisition of an asset. 

	25.4.3 	
      Clauses 25.4.1 and 25.4.2 above do not apply to the
      following Security (each a

	 	 
		
      Permitted
Encumbrance):




	 	(a) 	
      any Security given or purported to be given as
      Transaction Security;

	 	 	 
	 	(b) 	
      any Security referred to in paragraph Error! Reference
      source not found. of Schedule 11 (Disclosure Schedule) given as at the
      Signature Date;

	 	 	 
	 	(c) 	
      any lien arising by operation of law and in the ordinary
      course of trading, and not as a result of any default or omission by any
      member of the Group;

	 	 	 
	 	(d) 	
      any netting or set-off arrangement entered into by any
      member of the Group with an Approved Bank in the ordinary course of its
      banking arrangements for the purpose of netting debit and credit balances,
      but only if the arrangement does not permit credit balances of Obligors to
  be netted with debit balances of members of the Group which are not Obligors;



74 






	 	(e) 	
      any netting of payments under a Permitted Treasury
      Transaction (including netting on a close-out of a Permitted Treasury
      Transaction);

	 	 	 	 
	 	(f) 	
      any Security over or affecting any asset acquired by a
      member of the Group after the Signature Date if:

	 	 	 	 
	 		(i) 	
      the Security was not created in contemplation of the
      acquisition of that asset by a member of the Group;

	 	 	 	 
	 		(ii) 	
      the principal amount secured has not been increased in
      contemplation of or since the acquisition of that asset by a member of the
      Group; and

	 	 	 	 
	 		(iii) 	
      the Security is removed or discharged within 3 months of
      the date of acquisition of such asset;

	 	 	 	 
	 	(g) 	
      any Security over or affecting any asset of any company
      which becomes a member of the Group after the Signature Date where the
      Security is created prior to the date on which that company becomes a
      member of the Group, if:

	 	 	 	 
	 		(i) 	
      the Security was not created in contemplation of the
      acquisition of that company;

	 	 	 	 
	 		(ii) 	
      the principal amount secured has not been increased in
      contemplation of or since the acquisition of that company; and

	 	 	 	 
	 		(iii) 	
      the Security is removed or discharged within 3 months of
      the date of that company becoming a member of the Group;

	 	 	 	 
	 	(h) 	
      any Security arising under:

	 	 	 	 
	 		(i) 	
      a finance or capital lease; or

	 	 	 	 
	 		(ii) 	
      any retention of title, hire purchase or conditional sale
      arrangement; or

	 	 	 	 
	 		(iii) 	
      arrangements having a similar effect in respect of goods
      supplied to a member of the Group in the ordinary course of trading and on
      the supplier's standard or usual terms and not as a result of any default
      or omission by any member of the Group;

	 	 	 	 
	 	(i) 	
      any Security over any rental deposits in respect of
      immovable property where the relevant lease was entered into in the
      ordinary course of business and on arm's length terms;

	 	 	 	 
	 	(j) 	
      any Security arising as a result of a Permitted
      Disposal;

	 	 	 	 
	 	(k) 	
      any Security arising as a consequence of any finance
      lease permitted pursuant to Clause 25.5.5 (Financial indebtedness) or any
      Security securing any liabilities under any Permitted Guarantee permitted
      pursuant to Clauses 25.12.2 to 25.12.10 (Third party guarantees)
      (inclusive), provided that, at any applicable time:

	 	 	 	 
	 		(i) 	
      the aggregate value of any such Security contemplated in
      this Clause shall not exceed R25,000,000; and



75 





	 	(ii) 	
      the aggregate value of such Security, when aggregated
      with (A) the aggregate actual or contingent liability of the members of
      the Group under all outstanding guarantees which are permitted under
      Clause 25.12.2 to 25.12.10 (Third party guarantees) (inclusive) at that
      time and (B) the aggregate Financial Indebtedness of all members of the
      Group permitted under Clauses 25.5.2 to 25.5.9 (Financial Indebtedness)
      (inclusive)) at that time, shall not exceed R600,000,000 (or its
      equivalent in any other currency); or




	 	(l) 	
      any Security expressly permitted in writing by the
      Facility Agent.




	25.5 	
      Financial Indebtedness

	 	 
		
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) incur or allow to
      remain outstanding any Financial Indebtedness. This restriction does not
      apply to the following items of Financial Indebtedness (in each case,
    a

	 	 
		
      Permitted Financial
  Indebtedness):




	25.5.1 	
      any Financial Indebtedness incurred under the Finance
      Documents;

	 	 
	25.5.2 	
      any Financial Indebtedness arising under a Permitted
      Loan, a Permitted Guarantee or a Permitted Treasury Transaction;

	 	 
	25.5.3 	
      any Financial Indebtedness of any person acquired by a
      member of the Group after the Signature Date which is incurred under
      arrangements in existence at the date of acquisition, but not incurred or
      increased or its maturity date extended in contemplation of, or since,
      that acquisition, and outstanding only for a period of 3 months following
      the date of acquisition;

	 	 
	25.5.4 	
      Financial Indebtedness under a finance or capital lease,
      instalment credit agreement, retention of title, hire purchase or
      conditional sale arrangement or arrangements having a similar effect in
      respect of vehicles, plant, equipment or computers, provided that the
      aggregate capital value of all items so acquired under outstanding leases,
      instalment credit agreements, retention of title, hire purchase or
      conditional sale arrangements or arrangements having a similar effect, by
      members of the Group, does not exceed an amount of R50,000,000 (or its
      equivalent in any other currency) at any time;

	 	 
	25.5.5 	
      any Financial Indebtedness under any operating lease for
      land, buildings or any movable assets which is entered into in the
      ordinary course of business and is classified as a finance lease under
      IFRS;

	 	 
	25.5.6 	
      any Financial Indebtedness arising under unsecured
      general or short term banking facilities provided to a member of the Group
      by another bank or financial institution, provided that the maximum
      aggregate amount of Financial Indebtedness under this Clause 25.5.6 does
      not exceed R500,000,000 (or its equivalent in any other currency) at any
      time;

	 	 
	25.5.7 	
      any Financial Indebtedness in respect of any Shareholder
      Contribution, on the condition that the claims of the Shareholders against
      the Borrower are subordinated to the claims of the Finance Parties under
      the Finance Documents, either under the Subordination Agreement or
      otherwise on terms acceptable to the Facility Agent;

	 	 
	25.5.8 	
      any Financial Indebtedness expressly permitted in writing
      by the Facility Agent; or



76 





	25.5.9 	
      any Financial Indebtedness of any member of the Group not
      otherwise permitted by this Clause above,



provided that the aggregate Financial
Indebtedness of all members of the Group permitted under Clauses 25.5.2 to
25.5.9 above (inclusive) (when taken together, at any applicable time, with the
aggregate actual or contingent liability under all outstanding guarantees which
are permitted under Clause 25.12.2 to 25.12.10 (Third party guarantees)
(inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any
other currency). 

	25.6 	
      Disposals

	 	 
		
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will), enter into a single
      transaction or a series of transactions (whether related or not) and
      whether voluntary or involuntary to sell, lease, transfer or otherwise
      dispose of any asset. This restriction does not apply to the following
      disposals which are (except for Clause 25.6.3, on arm's length terms (each
      a Permitted Disposal):




	25.6.1 	
      any disposal arising as a result of a Permitted
      Distribution;

	 	 
	25.6.2 	
      a disposal of trading stock for cash in the ordinary
      course of trading;

	 	 
	25.6.3 	
      a disposal of any asset by a member of the Group (the
      disposing entity) to another member of the Group (the acquiring
      entity) incorporated in the same jurisdiction, but only
  if:




	 	(a) 	
      where the disposing entity is an Obligor, the acquiring
      entity is also an Obligor;

	 	 	 
	 	(b) 	
      the relevant asset is not subject to Transaction
      Security;

	 	 	 
	 	(c) 	
      where the disposing entity is a Guarantor, the acquiring
      entity must also be a Guarantor guaranteeing an amount at all times no
      less than that guaranteed by the disposing
entity;




	25.6.4 	
      a disposal of obsolete or redundant vehicles, plant and
      equipment for cash;

	 	 
	25.6.5 	
      a disposal of Cash
Equivalents:




	 	(a) 	
      for Cash; or

	 	 	 
	 	(b) 	
      in exchange for other Cash
Equivalents;




	25.6.6 	
      a disposal arising as a result of a Permitted
      Encumbrance;

	 	 
	25.6.7 	
      disposal of assets (not being a business and not being
      shares or securities) in exchange for other assets comparable or superior
      as to type, value and quality and for a similar purpose;

	 	 
	25.6.8 	
      a disposal of cash where such disposal does not breach
      the other terms of the Finance Documents;

	 	 
	25.6.9 	
      any other disposal not referred to in this Clause 25.6
      (subject to the requirements of Clause 10.4 (Mandatory prepayment –
      material disposal and insurance proceeds)) where the higher of the net
      consideration and the book value does not exceed R50,000,000 (or its
      equivalent in any other currency) in any financial year;

	 	 
	25.6.10 	
      a disposal constituted by a licence of Intellectual
      Property Rights permitted by Clause 25.16.2 (Intellectual Property
      Rights);



77 





	25.6.11 	
      disposals to a Permitted Joint Venture, to the extent
      permitted by Clause 25.10.2(c) (Joint Ventures);

	 	 
	25.6.12 	
      a disposal pursuant to a Permitted BEE Transaction
      provided it does not result in a Control Event; or

	 	 
	25.6.13 	
      any other disposal expressly permitted in writing by the
      Facility Agent.




	25.7 	
      Merger

	 	 
		
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) enter into any
      amalgamation, demerger, merger, unbundling or corporate reconstruction.
      This restriction does not apply to:




	25.7.1 	
      a Permitted Disposal or Permitted Acquisition;

	 	 
	25.7.2 	
      any other transaction or combination of transactions
      which is required to be implemented or expressly permitted by the terms of
      this Agreement; or

	 	 
	25.7.3 	
      any amalgamation, demerger, merger, unbundling or
      corporate reconstruction permitted in writing by the Facility
  Agent.




	25.8 	
      Assets

	 	 
		
      Each Obligor (other than Holdco) shall (and the Obligors
      shall ensure that each member of the Group will) maintain in good working
      order and condition (ordinary wear and tear excepted) all of its assets
      necessary in the conduct of its business.

	 	 
	25.9 	
      Acquisitions

	 	 
		
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) acquire or subscribe
      for shares or other ownership interests in or securities of any company or
      other person, acquire any business or incorporate any company or other
      person. This restriction does not apply to the following transactions
      (each a Permitted Acquisition):




	25.9.1 	
      the Subscription;

	 	 
	25.9.2 	
      the acquisition by a member of the Group of additional
      securities in investments (including Affiliates) in which it holds an
      interest at the Signature Date or in Blue Label Telecoms,
  provided:




	 	(a) 	
      the aggregate value of such acquisitions (when taken
      together, at any applicable time, with the amount of all outstanding
      Permitted Loans under Clause 25.11.1 (Loans out)) does not exceed
      R200,000,000 (or its equivalent in any other currency) at any time;
    and

	 	 	 
	 	(b) 	
      (other than in respect of the acquisition of additional
      shares in Blue Label Telecoms at any time following the Subscription Date)
      the relevant member of the Group has executed a security document over
      those securities, in form and substance satisfactory to the Facility
      Agent, creating first-ranking Security over those securities and all that
      member's claims in respect thereof in favour of the Finance
  Parties;




	25.9.3 	
      an acquisition pursuant to a Permitted Joint
    Venture;


78 





	25.9.4 	
      the acquisition by a member of the Group of an asset from
      another member of the Group pursuant to a Permitted Disposal;

	 	 
	25.9.5 	
      an acquisition of shares or securities pursuant to a
      Permitted Share Issue;

	 	 
	25.9.6 	
      the acquisition of Cash Equivalents;

	 	 
	25.9.7 	
      the incorporation of a company as a member of the Group,
      but only if:




	 	(a) 	
      it is incorporated in the Common Monetary Area as a
      limited liability company or if not incorporated in the Common Monetary
      Area with limited liability, the Facility Agent has consented to the
      incorporation of such company in the relevant jurisdiction;

	 	 	 
	 	(b) 	
      no Default is continuing on the incorporation of that
      company or would occur as a result; and

	 	 	 
	 	(c) 	
      that company accedes and becomes party to this Agreement
      as an Additional Guarantor if it is or becomes a Material Subsidiary or if
      otherwise required to comply with Clause 25.25 (Guarantor
  coverage);




	25.9.8 	
      an acquisition for cash on arm's length terms, of all or
      any interest of the issued share capital and other securities of a limited
      liability company or a business or undertaking carried on as a going
      concern, funded by Shareholder Contributions or cash on hand, but only
      if:




	 	(a) 	
      in the case of the Obligors, the company, business or
      undertaking (as applicable) is incorporated or established, and the
      principal business operations thereof are carried on in the Common
      Monetary Area or if not incorporated in the Common Monetary Area with
      limited liability, or the principal business operations thereof are not
      carried on in the Common Monetary Area, the Facility Agent has consented
      to the incorporation of such company, or the acquisition of such business
      or undertaking in the relevant jurisdiction;

	 	 	 
	 	(b) 	
      the company carries on or will carry on a business
      substantially similar to that undertaken by the Borrower on the date of
      such acquisition;

	 	 	 
	 	(c) 	
      no Default is continuing on completion of the acquisition
      or would occur as a result of that acquisition;

	 	 	 
	 	(d) 	
      the company, business or undertaking (as applicable) has
      generated positive earnings before interest, tax, depreciation,
      amortisation and impairment charges and positive cash flows (calculated,
      in the case of earnings before interest, tax, depreciation, amortisation
      and impairment charges, on a pro forma standalone basis and on
      substantially the same basis as Consolidated EBITDA, except that
      references to the Borrower will be construed as references to that
      Subsidiary, company or business), for the 12 month period ending on the
      most recent month-end prior to the closing date for that acquisition (or,
      if not ascertainable, for the financial year of that company, business or
      undertaking most recently ended prior to the closing date for such
      acquisition); and

	 	 	 
	 	(e) 	
      if an acquisition of shares in a
  company:




	 	(i) 	
      no creditor of that company has or will have any recourse
      to any other member or the Group, or the assets of another member of the
      Group, in connection with any indebtedness owed by that company to its
creditors from time to time; and 



79 






	 	(ii) 	
      in the case of an acquisition by an Obligor, that company
      accedes and becomes party to this Agreement as an Additional Guarantor if
      it is or becomes a Material Subsidiary or if otherwise required to comply
      with Clause 25.25 (Guarantor coverage);




	25.9.9 	
      an acquisition funded by Shareholder Contributions or
      cash on hand the value of which does not exceed R20,000,000 (or its
      equivalent in any other currency) in any financial year; or

	 	 
	25.9.10 	
      any acquisition expressly permitted in writing by the
      Facility Agent.




	25.10 	
      Joint Ventures




	25.10.1 	
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) be entitled to enter
      into any Joint Venture or partnership (whether an en commandite
      partnership or any other partnership) or enter into, invest or acquire
      any shares, stocks, securities, partnership interest or other interest in
      any Joint Venture or partnership or transfer any assets or lend to or
      guarantee or give an indemnity for or grant any security interest for the
      obligations of a Joint Venture or partnership or maintain the solvency or
      provide working capital to any Joint Venture or partnership other than
      with the prior written consent of the Facility Agent.

	 	 
	25.10.2 	
      Clause 25.10.1 does not apply to any investment in any
      Joint Venture (a Permitted Joint Venture)
where:




	 	(a) 	
      the Joint Venture carries on or will carry on a business
      similar to that undertaken by the Group as at the date of the
      investment;

	 	 	 
	 	(b) 	
      no Default is continuing on the completion of the
      investment or would occur as a result; and

	 	 	 
	 	(c) 	
      the aggregate of all Joint Venture Investments of any
      member or members of the Group does not exceed R50,000,000 (or its
      equivalent in any other currency) at any time.




	25.10.3 	
      For purposes of this Clause, Joint Venture Investment
      means:




	 	(a) 	
      an acquisition of any shares, stocks, equity securities
      or other ownership interest in any Joint Venture;

	 	 	 
	 	(b) 	
      the transfer of any assets to, loan to, or guarantee,
      indemnity or provision of Security for the obligations of, a Joint
      Venture; or

	 	 	 
	 	(c) 	
      the acquisition of a minority interest in any company
      (provided that, for the avoidance of doubt, the acquisition of minority
      interests held by third parties in any company which is, as at the date of
      such acquisition, a member of the Group shall not be construed as a Joint
      Venture Investment).




	25.11 	
      Loans out

	 	 
		
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) be a creditor in
      respect of any Financial Indebtedness. This restriction does not apply to
      the following items (each a Permitted
Loan):



80 





	25.11.1 	
      a loan by a member of the Group to an Affiliate in which
      it holds an interest at the Signature Date,
provided:




	 	(a) 	
      the aggregate amount of such loans (when taken together,
      at any applicable time, with the value of all acquisitions permitted
      pursuant to Clause 25.9.2 (Acquisitions)) does not exceed R200,000,000 (or
      its equivalent in any other currency) at any time; and

	 	 	 
	 	(b) 	
      the relevant member of the Group has executed a security
      document over the member of the Group's claims arising from such loans, in
      form and substance satisfactory to the Facility Agent, creating
      first-ranking Security over those claims in respect thereof in favour of
      the Finance Parties;




	25.11.2 	
      trade credit extended by a member of the Group to its
      customers on normal commercial terms and in the ordinary course of its
      trading activities and which has a credit term of not more than 90
      days;

	 	 
	25.11.3 	
      loans provided by:




	 	(a) 	
      one Obligor to another Obligor;

	 	 	 
	 	(b) 	
      a member of the Group which is not an Obligor to another
      member of the Group which is not an Obligor;




	25.11.4 	
      any loans referred to in paragraph Error! Reference
      source not found. of Schedule 11 (Disclosure Schedule) as at the
      Signature Date;

	 	 
	25.11.5 	
      loans to:




	 	(a) 	
      Zazoo Limited to fund operating costs not exceeding
      R10,000,000 (or the equivalent in any other currency) in aggregate at any
      time; and

	 	 	 
	 	(b) 	
      Smart Life not exceeding R10,000,000 in aggregate at any
      time;




	25.11.6 	
      loans to employees of the Group not exceeding R220,000 in
      aggregate at any time;

	 	 
	25.11.7 	
      loans made by Moneyline Financial Services Proprietary
      Limited (registration number 1998/020799/07) to its customers in the
      ordinary course of its business;

	 	 
	25.11.8 	
      loans which exist on the Signature Date and were
      disclosed to the Facility Agent in writing before that date, provided that
      the aggregate amount of those loans may not be increased after the
      Signature Date; or

	 	 
	25.11.9 	
      loans or credit expressly permitted in writing by the
      Facility Agent.




	25.12 	
      Third party guarantees

	 	 
		
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) incur or allow to
      remain outstanding any guarantee in respect of any obligation of any
      person. This restriction does not apply to the following (in each case
  a Permitted Guarantee):





	25.12.1 	
      any guarantee arising under the Finance
  Documents;

	 	 
	25.12.2 	
      performance bonds guaranteeing performance by an Obligor
      under any contract (not being in respect of Financial Indebtedness)
      entered into in the ordinary course of trade;



81 





	25.12.3 	
      guarantees by Obligors in respect of the Permitted
      Financial Indebtedness of other Obligors;

	 	 
	25.12.4 	
      any guarantee comprising a netting or set-off arrangement
      entered into by a member of the Group with an Approved Bank in the
      ordinary course of its banking arrangements for the purposes of netting
      debit and credit balances of that member of the Group or of other members
      of the Group with that Approved Bank, provided that such arrangement does
      not permit credit balances of Obligors to be netted with debit balances of
      members of the Group that are not Obligors;

	 	 
	25.12.5 	
      any guarantee given by a person acquired by a member of
      the Group after the Signature Date which is incurred under arrangements in
      existence at the date of acquisition, but not incurred or increased or its
      maturity date extended in contemplation of, or since, that acquisition,
      and outstanding only for a period of 3 months following the date of
      acquisition;

	 	 
	25.12.6 	
      any guarantee required to be given to any municipality,
      utility provider or other supplier of goods or services, and made by a
      member of the Group in the regular and ordinary course of business under
      which the aggregate liability (actual or contingent) of members of the
      Group does not at any time exceed R10,000,000;

	 	 
	25.12.7 	
      any guarantee given to a landlord or financial
      institution in respect of premises occupied by a member of the Group for
      the rental obligations of a member of the Group, where the lease agreement
      and the guarantee are entered into in the ordinary course of trading and
      on arm’s length terms;

	 	 
	25.12.8 	
      guarantees not otherwise permitted by this Clause above,
      under which the aggregate liability (actual or contingent) of members of
      the Group does not at any time exceed R10,000,000;

	 	 
	25.12.9 	
      any guarantees referred to in paragraph Error!
      Reference source not found. of Schedule 11 (Disclosure Schedule) as at
      the Signature Date; or

	 	 
	25.12.10 	
      any guarantee expressly permitted in writing by the
      Facility Agent,



provided that the aggregate actual or
contingent liability under all outstanding guarantees which are permitted under
Clause 25.12.2 to 25.12.10 above (inclusive) (when taken together, at any
applicable time, with the aggregate Financial Indebtedness of all members of the
Group permitted under Clauses 25.5.2 to 25.5.9 (Financial Indebtedness)
(inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any
other currency). 

	25.13 	
      Treasury Transactions

	 	 
		
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) enter into any
      Treasury Transaction. This restriction does not apply to spot and forward
      delivery foreign exchange contracts entered into in the ordinary course of
      business, but not for speculative purposes nor any Treasury Transaction
      expressly permitted in writing by the Facility Agent. (each a Permitted
      Treasury Transaction).

	 	 
	25.14 	
      Arm's length transactions

	 	 
		
      No Obligor shall (and the Obligors shall ensure that no
      other member of the Group will) enter into any transaction with any
      person, otherwise than on arm's-length terms, save
for:




	25.14.1 	
      any transaction forming part of, or required to
      implement, the Transaction; or



82 





	25.14.2 	
      loans made or credit provided by one Obligor to
      another;




	25.15 	
      Insurance




	25.15.1 	
      In this Clause a prudent owner means a prudent
      owner and operator of any business, and of assets of a type and size,
      similar in all cases to those owned and operated by any member of the
      Group in a similar location.

	 	 
	25.15.2 	
      Each Obligor shall (and the Obligors shall ensure that
      each other member of the Group will) ensure that its
  Insurances:




	 	(a) 	
      insure it for its insurable interest in respect of all
      risks which are required to be insured against under any applicable law or
      regulation and which a prudent owner would insure against;

	 	 	 
	 	(b) 	
      insure it against losses arising from business
      interruption (whether or not a prudent owner would do so); and

	 	 	 
	 	(c) 	
      in the case of any other asset or risk, provide cover up
      to a limit which a prudent owner would buy.




	25.15.3 	
      Each Obligor shall (and the Obligors shall ensure that
      each other member of the Group will):




	 	(a) 	
      ensure that its Insurances are underwritten by an
      insurance company or underwriter which is of international standing and is
      not a captive insurer which is a member of the Group;

	 	 	 
	 	(b) 	
      promptly pay (or procure payment of) all premiums and do
      anything which is necessary to keep each of its Insurances in full force
      and effect; and

	 	 	 
	 	(c) 	
      not do or allow anything to be done which may (and
      promptly notify the Facility Agent of any event or circumstance which does
      or is reasonably likely to) entitle any insurer of any of its Insurances
      to repudiate, rescind or cancel it or to treat it as avoided in whole or
      in part or otherwise decline any valid claim under it by or on behalf of
      any member of the Group.




	25.16 	
      Intellectual Property
Rights




	25.16.1 	
      Except as provided below, each Obligor shall (and the
      Obligors shall ensure that each other member of the Group
  will):




	 	(a) 	
      make any registration and pay any fee or other amount
      which is necessary to retain and protect the Intellectual Property Rights
      which are material to the business of a member of the Group;

	 	 	 
	 	(b) 	
      record its interest in those Intellectual Property
      Rights;

	 	 	 
	 	(c) 	
      take such steps as are necessary and commercially
      reasonable (including the institution of legal proceedings) to prevent
      third parties infringing those Intellectual Property Rights;

	 	 	 
	 	(d) 	
      not use or permit any such Intellectual Property Right to
      be used in a way which may, or take or omit to take any action which may,
      adversely affect the existence or value of such Intellectual Property
      Right; and

	 	 	 
	 	(e) 	
      not grant any licence in respect of those Intellectual
  Property Rights, without the express prior consent of the Facility Agent. 



83 






	25.16.2 	
      Clause 25.16.1 above does not apply to licence
      arrangements entered into between members of the Group for so long as they
      remain members of the Group or to licence arrangements entered into on
      normal commercial terms and in the ordinary course of its
  business.




	25.17 	
      Environmental matters




	25.17.1 	
      Each Obligor shall (and the Obligors shall ensure that
      each other member of the Group will):




	 	(a) 	
      comply with all Environmental Law;

	 	 	 
	 	(b) 	
      obtain, maintain and ensure compliance with all
      Environmental Permits that are required to carry on its business in the
      ordinary course;

	 	 	 
	 	(c) 	
      implement procedures to monitor compliance with and to
      prevent liability under any Environmental Law,



where failure to do so has or might
reasonably be expected to have a Material Adverse Effect or is reasonably likely
to result in any liability for a Finance Party. 

	25.17.2 	
      Each Obligor shall (through the Borrower), promptly upon
      becoming aware of the same, inform the Facility Agent in writing
  of:




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

	 	 	 
	 	(b) 	
      any facts or circumstances which are reasonably likely to
      result in any Environmental Claim being commenced or threatened against it
      or any other member of the Group,



where the claim, if determined against
it or any other such member of the Group, has or might reasonably be expected to
have a Material Adverse Effect or is reasonably likely to result in any
liability for a Finance Party. 

	25.17.3 	
      The Borrower hereby indemnifies each Finance Party and
      its officers, employees, agents and delegates (together the Indemnified
      Parties) against any loss or liability suffered or incurred by that
      Indemnified Party (except to the extent caused by such Indemnified Party's
      own gross negligence or wilful default) which:




	 	(a) 	
      arises by virtue of any actual or alleged breach of any
      Environmental Law (whether by any Obligor, an Indemnified Party or any
      other person); or

	 	 	 
	 	(b) 	
      arises in connection with an Environmental
  Claim,



which relates to the Group, any assets
of the Group or the operation of all or part of the business of the Group (or,
in each case, any member of the Group) and which would not have arisen if the
Finance Documents or any of them had not been executed by that Finance Party.


	25.18 	
      Share capital




	25.18.1 	
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group
will):



84 





	 	(a) 	
      redeem, purchase, defease, retire or repay any of its
      shares or share capital (or any instrument convertible into shares or
      share capital) or resolve to do so;

	 	 	 
	 	(b) 	
      issue any shares (or any instrument convertible into
      shares) which by their terms are redeemable or carry any right to a return
      prior to the Final Discharge Date; or

	 	 	 
	 	(c) 	
      issue any shares or share capital (or any instrument
      convertible into shares or share capital) to any
person.




	25.18.2 	
      Clause 25.18.1 does not apply to the following (each a
      Permitted Share Issue):




	 	(a) 	
      the issue of shares by an Obligor to another
    Obligor;

	 	 	 
	 	(b) 	
      the issue of shares by Holdco;

	 	 	 
	 	(c) 	
      the issue of shares for cash by a member of the Group to
      a minority shareholder provided that following the issue of such shares
      the pro rata shareholding of all shareholders of that member of the Group
      will remain unchanged;

	 	 	 
	 	(d) 	
      the issue of shares by a member of the Group to another
      person as part of a Permitted BEE Transaction, provided such issue does
      not lead to a Control Event;

	 	 	 
	 	(e) 	
      an issue of shares for purposes of a refinancing provided
      that all Loans and other Senior Facility Outstandings are, pursuant to
      such refinancing, prepaid in full at the same time and the Total
      Commitments are cancelled and reduced to zero;

	 	 	 
	 	(f) 	
      any issue of shares by the Borrower to Holdco in respect
      of any Shareholder Contribution; or

	 	 	 
	 	(g) 	
      an issue of shares to a person with the express prior
      consent of the Facility Agent.




	25.19 	
      Distributions




	25.19.1 	
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group will) make any
      distribution. This restriction does not apply to the following
      distributions (each a Permitted
Distribution):




	 	(a) 	
      any distribution by a member of the Group to an Obligor
      (other than Holdco);

	 	 	 
	 	(b) 	
      a payment by the Borrower which is permitted in
      accordance with Clause 25.19.2 below; or

	 	 	 
	 	(c) 	
      any other distribution made with the express prior
      consent of the Facility Agent.




	25.19.2 	
      The Borrower may make payment of a cash distribution to
      Holdco (a Cash Distribution) if each of the following conditions
      have been met:




	 	(a) 	
      the Borrower has given 10 Business Days' prior notice to
      the Facility Agent of the intention to make such payment;

	 	 	 
	 	(b) 	
      no amount due and payable under the Senior Facilities
      remains unpaid as at the date on which the payment is proposed to be
      made;



85 





	 	(c) 	
      no Default is then continuing or would result from that
      payment;

	 	 	 
	 	(d) 	
      that payment is not prohibited under any applicable
      law;

	 	 	 
	 	(e) 	
      following any such payment the aggregate amount of the
      Group's Cash and Cash Equivalents will not be less than R500,000,000;
      and

	 	 	 
	 	(f) 	
      the Borrower has offered to prepay Utilisations and other
      Senior Facility Outstandings in an amount (the Cash Distribution
      Prepayment Amount) equal to the amount of the proposed Cash
      Distribution, and any payments required to be made as a result of any
      acceptances of any such offer must have been made, all in accordance with
      the requirements of Clause 11 (Prepayment Offers and Priorities), and
      received in full by the relevant Lenders.




	25.20 	
      Bank accounts

	 	 
		
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group incorporated in South
      Africa will) open or maintain any account or enter into any banking
      relationship with any branch of any bank or other financial institution
      providing similar services other than any account maintained with an
      Approved Bank.

	 	 
	25.21 	
      Taxes




	25.21.1 	
      Each Obligor (other than Holdco) shall (and the Obligors
      shall ensure that each other member of the Group will) pay and discharge
      all Taxes imposed upon it or its assets within the time period allowed
      without incurring penalties unless and only to the extent
  that:




	 	(a) 	
      such payment is being contested in good faith;

	 	 	 
	 	(b) 	
      the amount under dispute is not in excess of
      R10,000,000;

	 	 	 
	 	(c) 	
      adequate reserves are being maintained for those Taxes
      and the costs required to contest them which have been disclosed in its
      latest financial statements; and

	 	 	 
	 	(d) 	
      such payment can be lawfully
withheld.




	25.21.2 	
      No member of the Group may change its residence for Tax
      purposes.




	25.22 	
      Amendments to
documents




	25.22.1 	
      No Obligor (other than Holdco) shall (and the Obligors
      shall ensure that no other member of the Group
will):




	 	(a) 	
      amend its memorandum of incorporation or other
      constitutional documents;

	 	 	 
	 	(b) 	
      amend or waive any term of any document delivered to the
      Facility Agent pursuant to Clause 4.1 (Initial conditions
    precedent),



(save for an amendment or waiver which
is required to comply with the rules of any listings authority, including the
NASDAQ Stock Market, or a procedural or administrative change arising in the
ordinary course of administration of the relevant document and is not material)
without the express prior consent of the Facility Agent before the Closing Date
and, thereafter, in a manner or to an extent which is reasonably likely in any
way to adversely affect the interests of the Finance Parties under the Finance
Documents. 

86 





	25.22.2 	
      The Borrower must promptly supply to the Facility Agent a
      copy of any amendment to or waiver of any of the documents, or any
      agreement with any shareholder in the Borrower (or any of their
      Affiliates), in either case referred to in Clause 25.22.1
  above.




	25.23 	
      Access




	25.23.1 	
      Upon reasonable notice by the Facility Agent, each
      Obligor shall (and the Obligors shall ensure that each other member of the
      Group will) allow any one or more representatives of the Finance Parties
      and/or accountants or other professional advisers appointed by the Finance
      Parties to have access during normal business hours to the premises,
      assets, books and records of that member of the Group.

	 	 
	25.23.2 	
      The Facility Agent may not give notice under Clause
      25.23.1 above, unless it reasonably believes that a Default is continuing
      or may have occurred or may occur and notifies the Borrower that it is
      exercising its rights under this Clause 25.23.




	25.24 	
      Anti-corruption laws and
  Sanctions




	25.24.1 	
      No Obligor shall (and the Obligors shall ensure that no
      other member of the Group will):




	 	(a) 	
      contravene any Sanctions;

	 	 	 
	 	(b) 	
      at any time be a party to or participate in a Sanctioned
      Transaction in any manner; or

	 	 	 
	 	(c) 	
      directly or indirectly use the proceeds of any Senior
      Facility for any purpose which would breach the United Kingdom Bribery Act
      2010, the United States Foreign Corrupt Practices Act of 1977 or other
      similar legislation in other jurisdictions.




	25.24.2 	
      Each Obligor shall (and the Borrower shall ensure that
      each member of the Group will):




	 	(a) 	
      take all reasonable steps to ensure that appropriate
      controls and safeguards are in place, designed to prevent it or any other
      member of the Group from being or becoming involved in a Sanctioned
      Transaction; and

	 	 	 
	 	(b) 	
      conduct its businesses in compliance with applicable
      anti-corruption laws and maintain policies and procedures designed to
      promote and achieve compliance with such laws.




	25.24.3 	
      In this Clause 25.24, a reference to the Group or a
      member of the Group, includes Smart Life.




	25.25 	
      Guarantor coverage




	25.25.1 	
      The Borrower shall ensure that, at all times after the
      Closing Date, the aggregate contribution of the Guarantors (other than
      Holdco) (calculated on an unconsolidated basis and excluding all
      intra-Group items and investments in Subsidiaries of any member of the
      Group) represents not less than 90.00 per cent. of the gross assets,
      Consolidated EBITDA and total revenue of the Group.

	 	 
	25.25.2 	
      Subject to Clause 25.25.3, if, at any time after the
      Signature Date:




	 	(a) 	
      it is demonstrated by reference to the financial
      statements of any Subsidiary and the consolidated financial statements of the Group that any
member of the Group is a Material Subsidiary; or 



87 






	 	(b) 	
      a member of the Group otherwise is or becomes a Material
      Subsidiary,



then, the Borrower shall, subject to
Clause 23.9 (Information Undertakings), promptly and in any event within 10
Business Days of the delivery of those financial statements procure that that
Material Subsidiary becomes an Additional Guarantor in the manner required by
Clause 28.2 (Additional Guarantors). 

	25.25.3 	
      Notwithstanding, Clause 25.25.2,
  neither:




	 	(a) 	
      Prism Transactive (M) Sedirian Berhad, a company
      registered under the laws of Malaysia; nor

	 	 	 
	 	(b) 	
      Smart Life,



will be required to become an
Additional Guarantor. 

	25.26 	
      Ownership of
Guarantors




	25.26.1 	
      Subject to Clause 25.26.3 below, the Borrower shall
      ensure that 100 per cent. of the securities in the issued capital of each
      Guarantor (other than Holdco and Cash Paymaster) are owned, directly or
      indirectly, legally and beneficially, by the Borrower.

	 	 
	25.26.2 	
      Subject to Clause 25.26.3 below, the Borrower shall
      ensure that 87.5 per cent. of the securities in the issued capital of Cash
      Paymaster are owned, directly or indirectly, legally and beneficially, by
      the Borrower.

	 	 
	25.26.3 	
      Notwithstanding Clauses 25.26.1 and 25.26.2
  above:




	 	(a) 	
      the Borrower may, directly or indirectly, reduce its
      shareholding, or the percentage of shares it is entitled to vote, in
      another Obligor to a minimum amount of 75 per cent. of all such shares and
      votes, pursuant to one or more Permitted BEE Transactions;

	 	 	 
	 	(b) 	
      the Borrower may, directly or indirectly, reduce its
      shareholding, or the percentage of shares it is entitled to vote, in Cash
      Paymaster to a minimum amount of 70 per cent. of all such shares and
      votes, pursuant to one or more Permitted BEE
  Transactions.




	25.27 	
      SASSA Contract




	25.27.1 	
      For the purposes of this Clause:

	 	 
		
      Cash Balance means, at any time, the balance of
      cash paid to the Facility Agent by the Borrower pursuant to Clause 25.27.3
      (together with any accrued interest thereon);

	 	 
		
      Collateral Value means, on any day, an amount in
      Rand equal to (i) the Share Price on such day multiplied by (ii) the
      number of Shares, as calculated by the Facility Agent in its sole
      discretion;

	 	 
		
      Exchange means the Johannesburg Stock Exchange or
      any successor to such exchange;

	 	 
		
      LTM Measurement Date means the last day of each
      calendar month;



88 




LTM Measurement Period means
each period of 12 months ending on an LTM Measurement Date; 

LTM Revenue, in relation to an
LTM Measurement Period, means the Group's revenue earned from the SASSA Contract
during that period; 

Scheduled Exchange Business Day
means any day on which the Exchange is scheduled to be open for trading its
regular trading session; 

Shares means the ordinary
shares in the capital of Blue Label Telecoms directly owned by the Borrower;


Share Price means, on any
Scheduled Exchange Business Day and in respect of a Share, the market price per
such Share (expressed in Rand) determined by the Facility Agent to be the price
per such Share published by the Exchange at its scheduled closing time on that
Scheduled Exchange Business Day and determined by the Facility Agent by
reference to the relevant Bloomberg page; 

LTV Percentage means, at any
time: 



where: 

	 	A = 	the aggregate amount of Senior Facility
      Outstandings at that time; 
	 	 	 
	 	B = 	the Cash Balance at that time; 
	 	 	 
	 	C = 	the Collateral Value at that time.
  



	25.27.2 	
      For the purposes of calculating the Collateral Value, the
      Share Price will be calculated at or about 17h00 on the relevant Scheduled
      Exchange Business Day.

	 	 
	25.27.3 	
      If:




	 	(a) 	
      the SASSA Contract:




	 	(i) 	
      is cancelled or not renewed; or

	 	 	 
	 	(ii) 	
      if extended or otherwise renewed, in relation to the
      month of April 2017 and for each consecutive calendar month thereafter,
      the LTM Revenue for the LTM Measurement Period ending on the LTM
      Measurement Date falling in each such month is less than the LTM Revenue
      for the LTM Measurement Period ending on the LTM Measurement Date falling
      in the prior calendar year's corresponding calendar month ;
  and




	 	(b) 	
      on any Scheduled Exchange Business Day the Facility
      Agent, at its election, determines that the LTV Percentage is greater than
      100 per cent., the Facility Agent may deliver a notice requiring the
      Borrower to pay to the Facility Agent an amount of cash in Rand to an
      interest-bearing bank account in the name of the Borrower within 5
      Business Days of the notice and the following conditions must be
    met:




	 	(i) 	
      the bank account must be with the Facility
  Agent;



89 





	 	(ii) 	
      until no amount is or may be outstanding under the Bank
      Guarantees or in relation to any other Senior Facility Outstandings,
      withdrawals from the account may only be made to pay amounts due and
      payable to the Finance Parties under the Finance Documents in respect of
      those Bank Guarantee or any other Senior Facility Outstandings;
  and

	 	 	 
	 	(iii) 	
      the Borrower must execute a security document over the
      account, in form and substance satisfactory to the Facility Agent,
      creating first-ranking Security over that account, amounts standing to the
      credit of that account and all the Borrower's claims in respect thereof in
      favour of the Finance Parties,



so that, when added to any existing
Cash Balance, the LTV Percentage (as calculated on the date of the notice) would
be reduced to 100 per cent. or less. 

	25.27.4 	
      The Facility Agent may make a determination in accordance
      with Clause 25.27.3 above no more than once every Month, unless a Default
      is continuing.

	 	 
	25.27.5 	
      The Borrower shall notify the Facility Agent promptly
      upon becoming aware that:




	 	(a) 	
      the SASSA Contract will be cancelled or otherwise not be
      renewed or extended; or

	 	 	 
	 	(b) 	
      the event contemplated in Clause 25.27.3(a)(ii) above
      occurring.




	26. 	
      EVENTS OF DEFAULT

	 	 
		
      Each of the events or circumstances set out in this
      Clause 26 (other than 26.15 (Acceleration)) is an Event of
  Default.




	26.1 	
      Non-payment

	 	 
		
      An Obligor does not pay on the due date any amount
      payable by it under a Finance Document, at the place and in the currency
      in which it is expressed to be payable unless:




	26.1.1 	
      that failure to pay is caused by administrative or
      technical error or a Disruption Event; and

	 	 
	26.1.2 	
      payment is made in full within 3 Business Days of its due
      date.




	26.2 	
      Financial covenants

	 	 
		
      Any requirement of Clause 24 (Financial Covenants) is not
      satisfied, unless that breach:




	26.2.1 	
      is capable of remedy under Clause 24.3 (Equity cure);
      and

	 	 
	26.2.2 	
      is remedied, timeously and in full, in accordance with
      the requirements of that Clause.




	26.3 	
      Other obligations




	26.3.1 	
      An Obligor does not comply, timeously and in full, with
      any term of Clause 23 (Information Undertakings) or any term of Clauses
      25.3 (Pari passu ranking), 25.4 (Negative pledge), 25.5 (Financial
      Indebtedness), 25.6 (Disposals), 25.7 (Merger), 25.9 (Acquisitions), 25.10
      (Joint Ventures), 25.11 (Loans out), 25.12 (Third party guarantees), 25.13
      (Treasury Transactions), 25.14 (Arm's length transactions), 25.18 (Share
      capital), 25.19 (Distributions), 25.20 (Bank accounts), 25.22 (Amendment
      to documents), 25.24 (Anti-corruption laws and Sanctions) and
25.26 (Ownership of Guarantors). 



90 






	26.3.2 	
      An Obligor does not comply, timeously and in full, with
      any provision of any Security Document to which it is a party.

	 	 
	26.3.3 	
      An Obligor fails to comply, timeously and in full, with
      any provision of a Finance Document (in respect of an Obligor only, other
      than those referred to in Clauses 26.1, 26.2, 26.3.1 and 26.3.2
    above).

	 	 
	26.3.4 	
      No Event of Default under Clause 26.3.3 above will occur,
      if the failure is capable of remedy and is remedied within 5 Business Days
      of the earlier of (A) the Facility Agent giving notice to the Borrower and
      (B) any Obligor becoming aware of the failure to
comply.




	26.4 	
      Misrepresentation




	26.4.1 	
      Any representation or statement made or deemed to be made
      by an Obligor in the Finance Documents or any other document delivered by
      or on behalf of any Obligor under or in connection with any Finance
      Document is or proves to have been incorrect or misleading in any material
      respect when made or deemed to be repeated.

	 	 
	26.4.2 	
      No Event of Default will occur under Clause 26.4.1 if the
      circumstances giving rise to the misrepresentation are capable of remedy
      and are remedied within 10 Business Days of the earlier of (A) the
      Facility Agent giving notice to the Borrower and (B) any Obligor becoming
      aware thereof.




	26.5 	
      Cross default and cross
  acceleration




	26.5.1 	
      Any of the following occurs in respect of any Obligor or
      Material Subsidiary:




	 	(a) 	
      any of its Financial Indebtedness (or any amount payable
      in respect of its Financial Indebtedness) is not paid when due (after the
      expiry of any originally applicable grace period); or

	 	 	 	 
	 	(b) 	
      any of its Financial Indebtedness:

	 	 	 	 
	 		(i) 	
      is declared to be or otherwise becomes prematurely due
      and payable prior to its stated maturity or, if the Financial Indebtedness
      arises under a guarantee, prior to the stated maturity of the Financial
      Indebtedness which is the subject of the guarantee; or

	 	 	 	 
	 		(ii) 	
      is placed on demand;

	 	 	 	 
	 		(iii) 	
      is capable of being declared by or on behalf of a
      creditor to be prematurely due and payable or of being placed on demand;
      or

	 	 	 	 
	 		(iv) 	
      is terminated or closed out or is capable of being
      terminated or closed out,

	 	 	 	 
	 			
      in each case, as a result of an event of default or any
      provision having a similar effect (howsoever described); or

	 	 	 	 
	 	(c) 	
      any commitment of a provider of Financial Indebtedness to
      it is cancelled or suspended, or is capable of being cancelled or
      suspended by such provider, in each case, as a result of an event of default or any provision
having a similar effect (howsoever described). 



91 






	26.5.2 	
      No Event of Default will occur under this Clause 26.5 if
      the aggregate amount of Financial Indebtedness or commitment for Financial
      Indebtedness falling within Clauses 26.5.1(a) to (c) is less than
      R10,000,000 (or its equivalent in another currency or
  currencies).




	26.6 	
      Insolvency




	26.6.1 	
      Any Obligor or Material Subsidiary is or is deemed for
      the purposes of any applicable law to be insolvent or unable to pay its
      debts as they fall due, admits its insolvency or its inability to pay its
      debts as they fall due, suspends making payments on any of its debts or
      announces an intention to do so or, by reason of actual or anticipated
      financial difficulties, commences negotiations with one or more of its
      creditors with a view to the rescheduling, restructuring or compromise of
      any of its indebtedness.

	 	 
	26.6.2 	
      Any Obligor or Material Subsidiary is or is deemed for
      the purposes of any applicable law to be "Financially Distressed" (as
      defined in the Companies Act).

	 	 
	26.6.3 	
      The value of the assets of any Obligor or Material
      Subsidiary is less than its liabilities (taking into account contingent
      and prospective liabilities).

	 	 
	26.6.4 	
      A moratorium is declared, instituted or takes effect in
      respect of any of the indebtedness of any Obligor or Material Subsidiary
      (in which event the ending of the moratorium will not remedy any Event of
      Default caused by that moratorium).

	 	 
	26.6.5 	
      The filing of an involuntary proceeding in a court of
      competent jurisdiction in the United States seeking relief under US
      Bankruptcy Law in respect of any Obligor or Material Subsidiary and either
      such proceeding shall continue undismissed for 30 days or an order or
      decree approving or ordering any of the foregoing shall be entered or any
      Obligor or Material Subsidiary shall consent to the institution of, or
      fail to contest in a timely and appropriate manner, any such involuntary
      proceeding.

	 	 
	26.6.6 	
      The filing of a voluntarily petition by any Obligor or
      Material Subsidiary under US Bankruptcy Law.




	26.7 	
      Insolvency and business rescue
  proceedings




	26.7.1 	
      Any corporate action, legal proceedings or other
      procedure or step (including an application to court, proposal or
      convening of a meeting) is taken with a view
to:




	 	(a) 	
      the suspension of payments, a moratorium of any
      indebtedness, liquidation, winding-up, dissolution, administration,
      business rescue or reorganisation (by way of voluntary arrangement, scheme
      of arrangement or otherwise) of the any Obligor or Material
    Subsidiary;

	 	 	 
	 	(b) 	
      a composition, compromise, assignment or arrangement with
      any creditor of any Obligor or Material Subsidiary;

	 	 	 
	 	(c) 	
      the appointment of a liquidator, receiver, administrative
      receiver, administrator, compulsory manager, business rescue practitioner
      or other similar officer in respect of any Obligor or Material Subsidiary
      or any of its assets; or

	 	 	 
	 	(d) 	
      enforcement of any Security over any assets of any
      Obligor or Material Subsidiary, or any analogous procedure or step is taken in any
jurisdiction; 



92 






	26.7.2 	
      A meeting is proposed or convened by the directors of any
      Obligor or Material Subsidiary, a resolution is proposed or passed,
      application is made or an order is applied for or granted, to authorise
      the entry into or implementation of any business rescue proceedings (or
      any similar proceedings) in respect of any Obligor or Material Subsidiary,
      or any analogous procedure or step is taken in any
  jurisdiction.




	26.8 	
      Creditors' process

	 	 
		
      Any expropriation, attachment, sequestration,
      implementation of any business rescue plan, distress or execution affects
      any asset or assets of any Obligor or Material Subsidiary. No Event of
      Default will occur under this Clause 26.8 if:




	26.8.1 	
      the affected assets are not subject to any Transaction
      Security and the aggregate value of those assets is less than R10,000,000
      (or its equivalent in another currency or currencies); or

	 	 
	26.8.2 	
      that expropriation, attachment, sequestration,
      implementation of any business rescue plan, distress or execution is being
      contested in good faith and with due diligence and is discharged or set
      aside within 14 days.




	26.9 	
      Legal proceedings




	26.9.1 	
      Any Obligor or Material Subsidiary fails to discharge in
      full, within 5 Business Days of the due date, any amount payable pursuant
      to a final judgment or order made or given by any court or other authority
      of competent jurisdiction in any litigation, arbitration, administrative,
      governmental, regulatory or other investigations, proceedings or enquiry
      (including any such investigations, proceedings or enquiry by any
      competition authority, environmental authority, tax authority or sector
      specific regulatory authority).

	 	 
	26.9.2 	
      For the purposes of Clause 26.9.1 above, a final judgment
      or order means a judgment or order:




	 	(a) 	
      which is not appealable or is appealable but in respect
      of which the period for the lodging of an appeal has lapsed and the
      relevant Obligor or Material Subsidiary (as applicable) has failed to
      institute appeal proceedings; and

	 	 	 
	 	(b) 	
      which is not capable of rescission or is capable of
      rescission but in respect of which the period for applying for rescission
      has lapsed and the relevant Obligor or Material Subsidiary (as applicable)
      has failed to apply for rescission or has applied for rescission of such
      judgment or order and the application for rescission has been
    denied.




	26.10 	
      Cessation of business

	 	 
		
      Any Obligor or Material Subsidiary ceases to carry on all
      or a substantial part of its business from that undertaken at the
      Signature Date.

	 	 
	26.11 	
      Finance Documents




	26.11.1 	
      It is or becomes unlawful for a party (other than a
      Finance Party) to a Finance Document to perform any of its obligations
      under the Finance Documents.

	 	 
	26.11.2 	
      Any obligation of a party (other than a Finance Party) to
      a Finance Document, under a Finance Document, for any reason, is not or
      ceases to be legal, valid, binding, enforceable or effective in accordance with its terms, or is
alleged by a party to it (other than a Finance Party) to be ineffective in
accordance with its terms, or becomes unlawful. 



93 






	26.11.3 	
      Any Transaction Security created or expressed to be
      created or evidenced by a Security Document, or any subordination created
      under a Finance Document, for any reason, is not or ceases to be legal,
      valid, binding, enforceable or effective, or is alleged by a party to it
      (other than a Finance Party) to be ineffective, fails or ceases to
      establish the ranking and the priority of claims which it purports to
      create, or becomes unlawful.

	 	 
	26.11.4 	
      A party (other than a Finance Party) to a Finance
      Document repudiates that Finance Document or evidences an intention to
      repudiate a Finance Document.




	26.12 	
      Material adverse change

	 	 
		
      Any event or circumstance occurs which, in the reasonable
      opinion of the Facility Agent (acting on the instructions of the Majority
      Lenders), has or is reasonably likely to have a Material Adverse Effect
      .

	 	 
	26.13 	
      Audit qualification

	 	 
		
      The Auditors of the Group qualify the audited annual
      consolidated financial statements of the Borrower or the audited annual
      financial statements any other Obligor.

	 	 
	26.14 	
      Expropriation




	26.14.1 	
      The authority or ability of any Obligor or Material
      Subsidiary to conduct its business is wholly or substantially curtailed by
      any seizure, expropriation, nationalisation, intervention, restriction or
      other action by or on behalf of any governmental, regulatory or other
      authority or other person.

	 	 
	26.14.2 	
      By the authority of any governmental, regulatory or other
      authority or other person:




	 	(a) 	
      the management of any Obligor or Material Subsidiary is
      wholly or substantially replaced; or

	 	 	 
	 	(b) 	
      all or a majority of the shares of any Obligor or
      Material Subsidiary or the whole or any part of its assets or revenues is
      seized, expropriated or compulsorily acquired.




	26.15 	
      Acceleration




	26.15.1 	
      If an Event of Default is continuing, the Facility Agent
      may, by notice to the Borrower and without prejudice to any other rights
      or remedies which a Finance Party may have under any Finance Document or
      at law:




	 	(a) 	
      cancel all or any part of the Total Commitments
      (whereupon they shall immediately be cancelled);

	 	 	 	 
	 	(b) 	
      declare that all or part of the Utilisations, together
      with accrued interest, and all other Senior Facility Outstandings under a
      Senior Facility:

	 	 	 	 
	 		(i) 	
      are immediately due and payable (whereupon they shall
      become immediately due and payable); and/or



94 





	 		(ii) 	
      are payable on demand (whereupon they shall immediately
      become payable on demand by the Facility Agent); and/or

	 	 	 	 
	 	(c) 	
      claim immediate payment of all or part of any
      Utilisations and other Senior Facility Outstandings (whereupon they shall
      be immediately payable); and/or

	 	 	 	 
	 	(d) 	
      exercise or inform the Finance Partiers that they may
      exercise any or all of their rights, remedies, powers or discretions under
      the Security Documents; and/or

	 	 	 	 
	 	(e) 	
      appropriate the Escrow Deposit and other amounts standing
      to the credit of the Escrow Account to discharge Senior Facility
      Outstandings owing to the Original Issuing Bank (and, if it so determines,
      to transfer the Escrow Deposit and those other amounts to another account
      in the name of the Original Issuing Bank or its
nominee).




	26.15.2 	
      Following delivery by the Facility Agent of a notice
      pursuant to Clause 26.15.1, any payment, repayment or prepayment of a Bank
      Guarantee whilst it remains outstanding will be made by the Borrower in
      accordance with the provisions of Clauses 1.3.14 and 1.3.15
      (Construction).



95 




SECTION 8 
CHANGES TO PARTIES 

	27. 	
      CHANGES TO THE LENDERS




	27.1 	
      Cessions and delegations by the
  Lenders




	27.1.1 	
      Subject to this Clause 27, a Lender (the Existing
      Lender) may cede and/or delegate (a Transfer) any or all of its
      rights and/or obligations under this Agreement, any Senior Facility
      Agreement to which it is a party and/or under any other Finance Document
      to another bank or financial institution or to a trust, fund or other
      entity which is regularly engaged in or established for the purpose of
      making, purchasing or investing in loans, securities or other financial
      assets (a New Lender).

	 	 
	27.1.2 	
      Each Obligor consents to any splitting of claims which
      may arise as a result of a Transfer implemented under this
    Agreement.




	27.2 	
      Conditions of Transfer




	27.2.1 	
      The consent of the Borrower is not required for a
      Transfer by an Existing Lender if:




	 	(a) 	
      the New Lender is another Lender or an Affiliate of a
      Lender;

	 	 	 
	 	(b) 	
      the New Lender is a person identified in Schedule 9
      (Acceptable Lenders); or

	 	 	 
	 	(c) 	
      an Event of Default is
continuing.



Except as detailed above, the express
consent of the Borrower is required for a Transfer to a prospective New Lender.
Where the consent of the Borrower to a Transfer is required that consent must
not be unreasonably withheld or delayed. 

	27.2.2 	
      The Borrower will be deemed to have given its consent 10
      Business Days after the Existing Lender has requested it, unless consent
      is expressly refused by the Borrower within that time.

	 	 
	27.2.3 	
      A Transfer will only be effective if the procedure set
      out in Clause 27.4 below is complied with.

	 	 
	27.2.4 	
      Each New Lender, by executing the relevant Transfer
      Certificate confirms, for the avoidance of doubt, that the Facility Agent
      has authority to execute on its behalf any amendment or waiver that has
      been approved by or on behalf of the requisite Lender or Lenders in
      accordance with this Agreement on or prior to the date on which the
      Transfer becomes effective in accordance with this Agreement and that it
      is bound by that decision to the same extent as the Existing Lender would
      have been had it remained a Lender.




	27.3 	
      Limitation of responsibility of Existing
      Lenders




	27.3.1 	
      Unless expressly agreed to the contrary, an Existing
      Lender makes no representation or warranty and assumes no responsibility
      to a New Lender for:




	 	(a) 	
      the legality, validity, effectiveness, adequacy or
      enforceability of the Finance Documents or any other documents;

	 	 	 
	 	(b) 	
      the financial condition of any
Obligor;



96 





	 	(c) 	
      the performance and observance by any Obligor of its
      obligations under the Finance Documents or any other documents;
  or

	 	 	 
	 	(d) 	
      the accuracy of any statements (whether written or oral)
      made in or in connection with any Finance Document or any other
      document,



and any representations or warranties
implied by law are excluded. 

	27.3.2 	
      Each New Lender confirms to the Existing Lender and the
      other Finance Parties that it:




	 	(a) 	
      has made (and shall continue to make) its own independent
      investigation and assessment of the financial condition and affairs of
      each Obligor and its related entities in connection with its participation
      in this Agreement and has not relied exclusively on any information
      provided to it by the Existing Lender in connection with any Finance
      Document; and

	 	 	 
	 	(b) 	
      will continue to make its own independent appraisal of
      the creditworthiness of each Obligor and its related entities whilst any
      amount is or may be outstanding under the Finance Documents or any
      Commitment is in force.




	27.3.3 	
      Nothing in any Finance Document obliges an Existing
      Lender to:




	 	(a) 	
      accept a re-Transfer from a New Lender of any of the
      rights and obligations Transferred under this Clause 27; or

	 	 	 
	 	(b) 	
      support any losses directly or indirectly incurred by the
      New Lender by reason of the non-performance by any Obligor of its
      obligations under the Finance Documents or
otherwise.




	27.4 	
      Procedure for transfer




	27.4.1 	
      Subject to the conditions set out in Clause 27.2 above a
      Transfer is effected in accordance with Clause 27.4.3 below when the
      Facility Agent executes an otherwise duly completed Transfer Certificate
      delivered to it by the Existing Lender and the New Lender. The Facility
      Agent shall, subject to Clause 27.4.2 below, as soon as reasonably
      practicable after receipt by it of a duly completed Transfer Certificate
      appearing on its face to comply with the terms of this Agreement and
      delivered in accordance with the terms of this Agreement, execute that
      Transfer Certificate.

	 	 
	27.4.2 	
      The Facility Agent shall only be obliged to execute a
      Transfer Certificate delivered to it by the Existing Lender and the New
      Lender once it is satisfied it has complied with all necessary know your
      customer or other similar checks under all applicable laws and regulations
      that apply to it (if any) in relation to the transfer to such New
      Lender.

	 	 
	27.4.3 	
      On the Transfer Date:




	 	(a) 	
      the Transfer shall take effect under the Finance
      Documents so that the rights and/or obligations which are the subject of
      the Transfer shall be ceded and delegated by the Existing Lender to the
      New Lender (being the Transferred Rights and
Obligations);

	 	 	 
	 	(b) 	
      each of the Obligors shall perform their obligations and
      exercise their rights in relation to the Transferred Rights and
      Obligations in favour of or against the New Lender, as the case may
    be;

	 	 	 
	 	(c) 	
      the Facility Agent, the Arranger, the New Lender and
      other Lenders shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender been an
Original Senior Lender with the rights and/or obligations comprising the
Transferred Rights and Obligations; 



97 






	 	(d) 	
      the Existing Lender shall be released from further
      obligations to each other Lender under the Finance Documents to the extent
      of the Transferred Rights and Obligations; and

	 	 	 
	 	(e) 	
      the New Lender shall become a Party as a
      Lender.




	27.5 	
      Costs resulting from a change of Lender

	 	 
		
      If:




	27.5.1 	
      a Lender Transfers any of its rights or obligations under
      the Finance Documents; and

	 	 
	27.5.2 	
      as a result of circumstances existing at the date the
      Transfer occurs, an Obligor would be obliged to make a Tax Payment (as
      defined in Clause 16 (Tax Gross-up and Indemnities) or pay any Increased
      Cost (as defined in Clause 17 (Changes in Costs)),



then, unless the Transfer is made by a
Lender in order to mitigate any circumstances giving rise to the Tax Payment,
Increased Cost or a right to be prepaid and/or cancelled by reason of
illegality, the Obligor need only pay that Tax Payment or Increased Cost to the
same extent that it would have been obliged to if the Transfer had not occurred.


	27.6 	
      Copy of Transfer Certificate to Borrower

	 	 
		
      The Facility Agent shall send to the Borrower a copy of
      each Transfer Certificate executed by it in accordance with Clause 27.4.1
      above as soon as reasonably practicable after it has executed any such
      Transfer Certificate.




	28. 	
      CHANGES TO THE
OBLIGORS




	28.1 	
      Transfers by the Obligors

	 	 
		
      No Obligor may cede any of its rights or delegate any of
      its obligations under the Finance Documents.

	 	 
	28.2 	
      Additional Guarantors




	28.2.1 	
      If the Borrower:




	 	(a) 	
      requests that a member of the Group becomes an Additional
      Guarantor; or

	 	 	 
	 	(b) 	
      is required under this Agreement to ensure that any
      member of the Group becomes an Additional
Guarantor,



it must give not less than 10 Business
Days' prior notice to the Facility Agent. 

	28.2.2 	
      The Borrower must ensure that any member of the Group
      which is required to become a Guarantor under this Agreement supplies to
      the Facility Agent all the documents and evidence set out in Part II of
      Schedule 2 (Conditions Precedent), in form and substance satisfactory to
      it.



98 





	28.2.3 	
      The relevant member of the Group will become an
      Additional Guarantor on the date of the Accession Letter executed by
      it.

	 	 
	28.2.4 	
      The Borrower must comply with Clause 28.2.1 above within
      14 days of any member of the Group becoming a Material
  Subsidiary.




	28.3 	
      Repetition of Representations

	 	 
		
      Delivery of an Accession Letter constitutes confirmation
      by the relevant Subsidiary that the Repeating Representations are true and
      correct in relation to it as at the date of delivery as if made by
      reference to the facts and circumstances then
existing.




	28.4 	
      Resignation of a
Guarantor




	28.4.1 	
      The Borrower may request that a Guarantor (other than the
      Borrower) ceases to be a Guarantor by delivering to the Facility Agent a
      Resignation Letter.

	 	 
	28.4.2 	
      The Facility Agent shall accept a Resignation Letter and
      notify the Borrower and the Lenders of its acceptance
if:




	 	(a) 	
      no Default is continuing or would result from the
      acceptance of the Resignation Letter (and the Borrower has confirmed this
      is the case); and

	 	 	 
	 	(b) 	
      all the Lenders have consented to the Borrower's
      request.



99 




SECTION 9 
THE FINANCE PARTIES

	29. 	
      THE ADMINISTRATIVE
PARTIES




	29.1 	
      Role of the Arranger

	 	 
		
      Except as specifically provided in the Finance Documents,
      the Arranger has no obligations of any kind to any other Party under or in
      connection with any Finance Document.

	 	 
	29.2 	
      Facility Agent




	29.2.1 	
      Under the Intercreditor Agreement each Lender has
      appointed the Facility Agent to act as its facility agent under and in
      connection with the Finance Documents including, in respect of the Senior
      Facilities, the issue of Bank Guarantees and the disbursement of Loans,
      the receipt of amounts payable to the Lenders under the Finance Documents,
      any amendments of, or waivers or consents under, the applicable Finance
      Documents, the receipt of documents and information required to be
      delivered to the Lenders under the Finance Documents, the receipt of
      notices from the Borrower to the Finance Parties (or any of them) under
      the Finance Documents, and the giving of notices to the Borrower by the
      Finance Parties (or any of them) under the Finance Documents (together,
      the Agency Matters).

	 	 
	29.2.2 	
      A reference to the Facility Agent in any Finance
      Document, is a reference to the Facility Agent acting in its capacity as
      such.

	 	 
	29.2.3 	
      The Obligors:




	 	(a) 	
      may assume that the Facility Agent is duly authorised to
      represent the other Finance Parties in all Agency Matters and that all
      actions taken by the Facility Agent in connection with an Agency Matter
      are duly authorised;

	 	 	 
	 	(b) 	
      are not entitled nor obliged directly to deal with, or
      act on the instructions of, a Finance Party other than the Facility Agent,
      unless expressly otherwise provided in a Finance
  Document.




	29.2.4 	
      A reference in a Finance Document to any action
      undertaken or required to be undertaken by the Facility Agent in relation
      to an Agency Matter (including the exercise of any discretion under the
      Finance Documents) is a reference to the Facility Agent acting as the duly
      authorised agent of the Finance Parties.

	 	 
	29.2.5 	
      An Obligor shall have no claim against the Facility Agent
      for the recovery of any losses or damages which it may suffer as a result
      of anything which the Facility Agent does, or omits to do, in good faith
      in performing its functions as the Facility Agent under the Finance
      Documents.




	30. 	
      SHARING AMONG THE FINANCE
PARTIES




	30.1 	
      Payments to Finance
Parties




	30.1.1 	
      If a Finance Party (a Recovering Finance Party)
      receives or recovers any amount from an Obligor other than in accordance
      with Clause 33 (Payment Mechanics) (a Recovered Amount) and applies
      that amount to a payment due under the Finance Documents
  then:



100 





	 	(a) 	
      the Recovering Finance Party shall, within 3 Business
      Days, notify details of the receipt or recovery, to the Facility
    Agent;

	 	 	 
	 	(b) 	
      the Facility Agent shall determine whether the receipt or
      recovery is in excess of the amount the Recovering Finance Party would
      have been paid had the receipt or recovery been received or made by the
      Facility Agent and distributed in accordance with Clause 33 (Payment
      Mechanics), without taking account of any Tax which would be imposed on
      the Facility Agent in relation to the receipt, recovery or distribution;
      and

	 	 	 
	 	(c) 	
      the Recovering Finance Party shall, within 3 Business
      Days of demand by the Facility Agent, pay to the Facility Agent an amount
      (the Sharing Payment) equal to such receipt or recovery less any
      amount which the Facility Agent determines may be retained by the
      Recovering Finance Party as its share of any payment to be
  made.




	30.1.2 	
      Clause 30.1.1 shall not apply to any amount received or
      recovered by the Issuing Bank in respect of any cash cover provided for
      the benefit of that Issuing Bank.




	30.2 	
      Redistribution of payments

	 	 
		
      The Facility Agent shall treat the Sharing Payment as if
      it had been paid by the relevant Obligor and distribute it between the
      Finance Parties (other than the Recovering Finance Party) (the Sharing
      Finance Parties) in accordance with the Intercreditor Agreement
      towards the obligations of that Obligor to the Sharing Finance
    Parties.




	30.3 	
      Recovering Finance Party's
rights




	30.3.1 	
      On a distribution by the Facility Agent under Clause 30.2
      above of a payment received by a Recovering Finance Party from that
      Obligor, as between the relevant Obligor and the Recovering Finance Party,
      an amount of the Recovered Amount equal to the Sharing Payment will be
      treated as not having been paid by that Obligor.

	 	 
	30.3.2 	
      If and to the extent that the Recovering Finance Party is
      not able to rely on its rights under Clause 30.3.1 above (that is, an
      amount equal to the Sharing Payment is treated as having been paid by the
      relevant Obligor), the Obligors shall be liable to the Recovering Finance
      Party for a debt equal to the Sharing Payment which is immediately due and
      payable.




	30.4 	
      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:




	30.4.1 	
      each Sharing Finance Party shall, upon request of the
      Facility Agent, pay to the Facility Agent for the account of that
      Recovering Finance Party an amount equal to the appropriate part of its
      share of the Sharing Payment (together with an amount as is necessary to
      reimburse that Recovering Finance Party for its proportion of any interest
      on the Sharing Payment which that Recovering Finance Party is required to
      pay) (the Redistributed Amount); and

	 	 
	30.4.2 	
      as between the relevant Obligor and each relevant Sharing
      Finance Party, an amount equal to the relevant Redistributed Amount will
      be treated as not having been paid by that
Obligor.



101 





	30.5 	
      Exceptions




	30.5.1 	
      This Clause 30 shall not apply to the extent that the
      Recovering Finance Party would not, after making any payment pursuant to
      this Clause, have a valid and enforceable claim against the
    Obligors.

	 	 
	30.5.2 	
      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:




	 	(a) 	
      it notified that other Finance Party of the legal or
      arbitration proceedings; and

	 	 	 
	 	(b) 	
      that other Finance Party had an opportunity to
      participate in those legal or arbitration proceedings but did not do so as
      soon as reasonably practicable having received notice and did not take
      separate legal or arbitration proceedings.




	31. 	
      CONDUCT OF BUSINESS BY THE FINANCE
  PARTIES

	 	 
		
      No provision of this Agreement
will:




	31.1 	
      interfere with the right of any Finance Party to arrange
      its affairs (tax or otherwise) in whatever manner it thinks fit;

	 	 
	31.2 	
      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

	 	 
	31.3 	
      oblige any Finance Party to disclose any information
      relating to its affairs (tax or otherwise) or any computations in respect
      of Tax.




	32. 	
      FINANCE PARTY RIGHTS

	 	 
		
      Clauses 29 (The Administrative Parties) to Clause 30
      (Sharing Among the Finance Parties) are for the benefit of the Finance
      Parties only. The Obligors do not have any rights or benefits under those
      Clauses.



102 




SECTION 10 
ADMINISTRATION

	33. 	
      PAYMENT MECHANICS




	33.1 	
      Payments to the Facility
Agent




	33.1.1 	
      On each date on which an Obligor or a Lender is required
      to make a payment under a Finance Document, that Obligor or Lender shall
      make the same available to the Facility Agent (unless a contrary
      indication appears in a Finance Document) in Rand for value by no later
      than 12h00 (Johannesburg time) on the due date and in such funds specified
      by the Facility Agent.

	 	 
	33.1.2 	
      All such payments shall be made to such account in South
      Africa with such bank as the Facility Agent may specify by notice to the
      Borrower. Until otherwise notified by the Facility Agent from time to
      time, its bank account details for these purposes are as
  follows:




	 	Bank: 	First National Bank 
	 	Branch: 	RMB Corporate Banking 
	 	Branch Number: 	xxxxxxx 
	 	Account Number: 	xxxxxxx 
	 	Account Name: 	xxxxxxx 
	 	Reference: 	xxxxxxx 



	33.2 	
      Distributions to an Obligor

	 	 
		
      The Facility Agent may (with the consent of the Obligor
      or in accordance with Clause 34 (Set-off)) apply any amount received by it
      for that Obligor in or towards payment (on the date and in the currency
      and funds of receipt) of any amount due from that Obligor under the
      Finance Documents.

	 	 
	33.3 	
      Clawback




	33.3.1 	
      Where a sum is to be paid to the Facility Agent under the
      Finance Documents for another Party, the Facility Agent is not obliged to
      pay that sum to that other Party (or to enter into or perform any related
      exchange contract) until it has been able to establish to its satisfaction
      that it has actually received that sum.

	 	 
	33.3.2 	
      If the Facility Agent pays an amount to another Party and
      it proves to be the case that the Facility Agent had not actually received
      that amount, then the Party to whom that amount (or the proceeds of any
      related exchange contract) was paid by the Facility Agent shall on demand
      refund the same to the Facility Agent together with interest on that
      amount from the date of payment to the date of receipt by the Facility
      Agent, calculated by the Facility Agent to reflect its cost of
    funds.




	33.4 	
      No set-off by Obligors

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



103 





	33.5 	
      Partial payments




	33.5.1 	
      Subject to Clause 10.9 (Application of partial
      prepayments) in respect of the application of partial payments as between
      the Senior Facility Lenders, if the Facility Agent receives a payment that
      is insufficient to discharge all the amounts then due and payable by an
      Obligor under the Finance Documents, the Facility Agent shall apply that
      payment towards the obligations of that Obligor under the Finance
      Documents in the following order:




	 	(a) 	
      first, in or towards payment pro rata of
      any unpaid fees, costs and expenses of the Facility Agent or the Issuing
      Bank (other than any amount under Clause 6 (Payments under a Bank
      Guarantee) or, to the extent relating to the reimbursement of a claim (as
      defined in Clause 6 (Payments under a Bank Guarantee), Clause 6.2
      (Indemnity)) under the Finance Documents;

	 	 	 
	 	(b) 	
      second, in or towards payment pro rata of
      any accrued interest, fees, Break Costs or commission due but unpaid under
      the Finance Documents;

	 	 	 
	 	(c) 	
      third, in or towards payment pro rata of
      any principal due but unpaid under the Finance Documents;

	 	 	 
	 	(d) 	
      fourth, in or towards payment pro rata of
      any other sum due but unpaid under the Finance
Documents.




	33.5.2 	
      This Clause 33.5 will override any appropriation made by
      an Obligor other than in accordance with Clause 10.9.1 (Application of
      partial prepayments).




	33.6 	
      Business Days




	33.6.1 	
      If a payment under the Finance Documents is due on a day
      which is not a Business Day, the due date for that payment will instead be
      the next Business Day in the same calendar month (if there is one) or the
      preceding Business Day (if there is not).

	 	 
	33.6.2 	
      During any extension of the due date for payment of any
      principal or Unpaid Sum under a Senior Facility Agreement interest is
      payable on the principal or Unpaid Sum at the rate payable on the original
      due date, subject to any provisions in a Senior Facility Agreement
      relating to the accrual and payment of default
interest.




	33.7 	
      Currency of account




	33.7.1 	
      Subject to the provisions of this Clause below, Rand is
      the currency of account and payment for any sum due from an Obligor under
      any Finance Document.

	 	 
	33.7.2 	
      Each payment in respect of costs, expenses or Taxes shall
      be made in the currency in which the costs, expenses or Taxes are
      incurred.

	 	 
	33.7.3 	
      Any amount expressed to be payable in a currency other
      than Rand shall be paid in that other
currency.




	33.8 	
      Disruption to Payment Systems etc.

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




	33.8.1 	
      the Facility Agent may, and shall if requested to do so
      by the Borrower, consult with the Borrower with a view to agreeing with
      the Borrower such changes to the operation or administration of the Facilities as the Facility
Agent may deem necessary in the circumstances; 



104 






	33.8.2 	
      the Facility Agent shall not be obliged to consult with
      the Borrower in relation to any changes mentioned Clause 33.8.1 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;

	 	 
	33.8.3 	
      the Facility Agent shall consult with the Finance Parties
      in relation to any changes mentioned in Clause 33.8.1 above but shall not
      be obliged to do so if, in its opinion, it is not practicable to do so in
      the circumstances;

	 	 
	33.8.4 	
      any such changes agreed upon by the Facility Agent and
      the Borrower shall (whether or not it is finally determined that a
      Disruption Event has occurred) be binding upon the Parties as an amendment
      to (or, as the case may be, waiver of) the terms of the Finance Documents
      notwithstanding the provisions of Clause 37 (Amendments and
    Waivers);

	 	 
	33.8.5 	
      the Facility Agent shall not be liable for any damages,
      costs or losses whatsoever arising as a result of its taking, or failing
      to take, any actions pursuant to or in connection with this Clause 33.8;
      and

	 	 
	33.8.6 	
      the Facility Agent shall notify the Finance Parties of
      all changes agreed pursuant to Clause 33.8.4
above.




	34. 	
      SET-OFF

	 	 
		
      A Finance Party may set off any matured obligation due
      from an Obligor under the Finance Documents (to the extent beneficially
      owned by that Finance Party) against any matured obligation owed by that
      Finance Party to that Obligor, regardless of the place of payment, booking
      branch or currency of either obligation. If the obligations are in
      different currencies, the Finance Party may convert either obligation at a
      market rate of exchange in its usual course of business for the purpose of
      the set-off.

	 	 
	35. 	
      CALCULATIONS AND
CERTIFICATES




	35.1 	
      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.

	 	 
	35.2 	
      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.

	 	 
	35.3 	
      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).



105 





	36. 	
      NOTICES




	36.1 	
      Communications in
writing




	36.1.1 	
      Any communication to be made under or in connection with
      the Finance Documents shall be made in writing and, unless otherwise
      stated, may be made by fax or letter.

	 	 
	36.1.2 	
      Communications in connection with a Finance Document
      (other than a Utilisation Request, a Compliance Certificate, a Transfer
      Certificate, an Accession Letter, a Resignation Letter, a notice of
      Default or any consent, waiver or agreement requested under a Finance
      Document) may also be given by email or any other form of electronic
      communication previously approved in writing by the Facility
  Agent.




	36.2 	
      Addresses

	 	 
		
      The address and fax number (and the department or
      officer, if any, for whose attention the communication is to be made) of
      each Party for any communication or document to be made or delivered under
      or in connection with the Finance Documents
is:




	36.2.1 	
      in the case of the Borrower:




	 	Address: 	6th Floor, President Place 
	 	  	Corner of Jan Smuts Avenue and Bolton Road
  
	 	  	Rosebank 
	 	  	2196 
	 	 	 
	 	Email address: 	hermank@net1.com 
	 	 	 
	 	Fax number: 	+27 (11) 880 7080 
	 	 	 
	 	For the attention of: 	Herman Kotze 



	36.2.2 	
      in the case of each other Obligor, the address and other
      details specified for the Borrower in Clause 36.2.1 above;

	 	 
	36.2.3 	
      in the case of the Facility Agent (in its capacity as
      such):




	 	Address: 	1 Merchant Place 
	 	  	14th Floor 
	 	  	Cnr Fredman Drive and Rivonia Road 
	 	  	Sandton, 2196 
	 	  	  
	 	Email address: 	Ravana.chetty@rmb.co.za 
	 	  	Sureka.ally@rmb.co.za 
	 		
      Ziyaad.manie@rmb.co.za  

	 	  	  
	 	Fax number: 	+27 (11) 282 4043 
	 	  	  
	 	For the attention of: 	Head of Transaction Management - Investment
      Banking 
	 	  	Division 



	36.2.4 	
      in the case of each Original Senior Lender (in its
      capacity as such), the address and other details specified opposite its
      name in Part II of Schedule 1 (The Original
Parties);



106 





	36.2.5 	
      in the case of the Original Issuing Bank (in its capacity
      as such), the address and other details specified opposite its name in
      Part III of Schedule 1 (The Original Parties);

	 	 
	36.2.6 	
      in the case of any other Lender, Issuing Bank or Obligor,
      those details notified in writing to the Facility Agent on or before the
      date on which it becomes a Party,



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

	36.3 	
      Domicilia




	36.3.1 	
      Each Party chooses its physical address provided under or
      pursuant to Clause 36.2 above as its domicilium citandi et executandi
      at which documents in legal proceedings in connection with a Finance
      Document may be served.

	 	 
	36.3.2 	
      Any Party may by written notice to the other Parties
      change its domicilium from time to time to another address, not
      being a post office box or a poste restante, in South Africa,
      provided that any such change shall only be effective on the fourteenth
      day after deemed receipt of the notice by the other Parties under Clause
      36.4 below.




	36.4 	
      Delivery




	36.4.1 	
      Any communication or document made or delivered by one
      person to another under or in connection with the Finance Documents
      will:




	 	(a) 	
      if by way of fax, be deemed to have been received on the
      first Business Day following the date of transmission provided that the
      fax is received in legible form;

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

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



and provided, if a particular
department or officer is specified as part of its address details under Clause
36.2 above, if such communication or document is addressed to that department or
officer. 

	36.4.2 	
      Any communication or document to be made or delivered to
      the Facility Agent will be effective only when actually received by the
      Facility Agent and then only if it is expressly marked for the attention
      of the department or officer identified with the Facility Agent's
      signature below (or any substitute department or officer as the Facility
      Agent shall specify for this purpose).




	36.5 	
      Obligors




	36.5.1 	
      All communications under the Finance Documents to or from
      an Obligor must be sent through the Facility Agent.

	 	 
	36.5.2 	
      All communications under the Finance Documents to or from
      an Obligor (other than the Borrower) must be sent through the
    Borrower.

	 	 
	36.5.3 	
      Each Obligor (other than the Borrower) irrevocably
      appoints the Borrower to act as its agent in relation to the Finance
      Documents and irrevocably authorises:



107 





	 	(a) 	
      the Borrower on its behalf to supply all information
      concerning itself contemplated by this Agreement to the Finance Parties
      and to give all notices, information and instructions (including, in the
      case of the Borrower, Utilisation Requests), to execute on its behalf all
      documents under or in connection with the Finance Documents (including any
      Accession Letter), to make such agreements and to effect the relevant
      amendments, supplements and variations capable of being given, made or
      effected by any Obligor notwithstanding that they may affect the Obligor,
      without further reference to or the consent of that Obligor; and

	 	 	 
	 	(b) 	
      each Finance Party to give any notice, demand or other
      communication to that Obligor pursuant to the Finance Documents to the
      Borrower,



and in each case the Obligor shall be
bound as though the Obligor itself had given the notices, information and
instructions or executed or made the agreements or effected the amendments,
supplements or variations, or received the relevant notice, demand or other
communication. 

	36.5.4 	
      Every act, omission, agreement, undertaking, settlement,
      waiver, amendment, supplement, variation, notice or other communication
      given or made by the Borrower or given to the Borrower under any Finance
      Document on behalf of another Obligor or in connection with any Finance
      Document (whether or not known to any other Obligor and whether occurring
      before or after such other Obligor became an Obligor under any Finance
      Document) shall be binding for all purposes on that Obligor as if that
      Obligor had expressly made, given or concurred with it. In the event of
      any conflict between any notices or other communications of the Borrower
      and any other Obligor, those of the Borrower shall prevail.

	 	 
	36.5.5 	
      Any communication given to the Borrower in connection
      with a Finance Document will be deemed to have been given also to the
      other Obligors.

	 	 
	36.5.6 	
      A Finance Party may assume that any communication made by
      the Borrower on behalf of an Obligor is made with the knowledge and
      consent of that Obligor.




	36.6 	
      Notification of address and fax number

	 	 
		
      Upon receipt of notification of an address or fax number
      or change of address or fax number pursuant to Clause 36.2 above, or
      changing its own address or fax number, the Facility Agent shall notify
      the other Parties as soon as reasonably practicable.

	 	 
	36.7 	
      Electronic
communication




	36.7.1 	
      Any communication to be made between the Facility Agent
      and a Lender under or in connection with the Finance Documents may be made
      by electronic mail or other electronic means, if the Facility Agent and
      the relevant Lender:




	 	(a) 	
      agree that, unless and until notified to the contrary,
      this is to be an accepted form of communication;

	 	 	 
	 	(b) 	
      notify each other in writing of their electronic mail
      address and/or any other information required to enable the sending and
      receipt of information by that means; and

	 	 	 
	 	(c) 	
      notify each other of any change to their address or any
      other such information supplied by them.




	36.7.2 	
      Any electronic communication made between the Facility
      Agent and a Lender will be effective only when actually received in readable form and in
the case of any electronic communication made by a Lender to the Facility Agent
only if it is addressed in such a manner as the Facility Agent shall specify for
this purpose. 



108 






	36.8 	
      English language

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




	37. 	
      AMENDMENTS AND WAIVERS




	37.1 	
      A term of the Finance Documents may be amended or waived
      only with the consent of the Facility Agent (acting on the instructions of
      the applicable Finance Parties under the Intercreditor Agreement) and the
      Obligors.

	 	 
	37.2 	
      The Facility Agent may effect and execute, on behalf of
      any Finance Party, any amendment or waiver permitted by this
  Clause.

	 	 
	37.3 	
      No amendment or waiver contemplated by this Clause 37
      shall be of any force or effect unless in writing and signed by or on
      behalf of the relevant Parties.

	 	 
	37.4 	
      An amendment of any provision of Clauses 29 (The
      Administrative Parties) may be effected without the consent of or notice
      to any Obligor, provided that such amendment does not place any additional
      obligation or liability on any Obligor.




	38. 	
      CONFIDENTIALITY




	38.1 	
      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 38.2 below, 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.

	 	 
	38.2 	
      Disclosure of Confidential Information

	 	 
		
      Any Finance Party may
disclose:




	38.2.1 	
      to any of its Affiliates and Related Funds and any of its
      or their officers, directors, employees, professional advisers, auditors,
      partners and Representatives such Confidential Information as that Finance
      Party shall consider appropriate if any person to whom the Confidential
      Information is to be given pursuant to this Clause 38.2.1 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;

	 	 
	38.2.2 	
      to any other person:




	 	(a) 	
      to (or through) whom it Transfers (or may potentially
      Transfer) all or any of its rights and obligations under this Agreement
      and to any of that person's Affiliates, Related Funds, Representatives and
      professional advisers;

	 	 	 
	 	(b) 	
      with (or through) whom it enters into (or may potentially
      enter into), whether directly or indirectly, any sub-participation or
      other credit participation in relation to, or any other transaction under
      which payments are to be made or may be made by reference to, one or more Finance Documents and/or one
or more Obligors and to any of that person's Affiliates, Related Funds,
Representatives and professional advisers;



109 






	 	(c) 	
      appointed by any Finance Party or by a person to whom
      paragraphs (a) or (b) above applies to receive communications, notices,
      information or documents delivered pursuant to the Finance Documents on
      its behalf;

	 	 	 
	 	(d) 	
      who invests in or otherwise finances (or may potentially
      invest in or otherwise finance), directly or indirectly, any transaction
      referred to in paragraphs (a) or (b) above;

	 	 	 
	 	(e) 	
      to whom information is required or requested to be
      disclosed by any court of competent jurisdiction or any governmental,
      banking, taxation or other regulatory authority or similar body, the rules
      of any relevant stock exchange or pursuant to any applicable law or
      regulation;

	 	 	 
	 	(f) 	
      to whom information is required to be disclosed in
      connection with, and for the purposes of, any litigation, arbitration,
      administrative or other investigations, proceedings or disputes;

	 	 	 
	 	(g) 	
      who is a Party; or

	 	 	 
	 	(h) 	
      with the express prior consent of the
  Borrower,



in each case, such Confidential
Information as that Finance Party shall consider appropriate if: 

	 	(i) 	
      in relation to paragraphs (a), (b) and (c) above, the
      person to whom the Confidential Information is to be given has entered
      into a Confidentiality Undertaking except that there shall be no
      requirement for a Confidentiality Undertaking if the recipient is a
      professional adviser and is subject to professional obligations to
      maintain the confidentiality of the Confidential Information;

	 	 	 
	 	(ii) 	
      in relation to paragraph (d) above, the person to whom
      the Confidential Information is to be given has entered into a
      Confidentiality Undertaking or is otherwise bound by requirements of
      confidentiality in relation to the Confidential Information they receive
      and is informed that some or all of such Confidential Information may be
      price-sensitive information; and

	 	 	 
	 	(iii) 	
      in relation to paragraphs (e), (f) and (g) above, the
      person to whom the Confidential Information is to be given is informed of
      its confidential nature and that some or all of such Confidential
      Information may be price- sensitive information except that there shall be
      no requirement to so inform if, in the opinion of that Finance Party, it
      is not practicable so to do in the circumstances;
and




	38.2.3 	
      to any rating agency (including its professional
      advisers) such Confidential Information as may be required to be disclosed
      to enable such rating agency to carry out its normal rating activities in
      relation to the Finance Documents and/or the
Obligors.




	38.3 	
      Entire agreement

	 	 
		
      This Clause 38 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.  



110 






	38.4 	
      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.

	 	 
	38.5 	
      Notification of disclosure

	 	 
		
      Each of the Finance Parties agrees (to the extent
      permitted by law and regulation) to inform the
Borrower:




	38.5.1 	
      of the circumstances of any disclosure of Confidential
      Information made pursuant to Clause 38.2.2(d) above except where such
      disclosure is made to any of the persons referred to in that Clause during
      the ordinary course of its supervisory or regulatory function;
  and

	 	 
	38.5.2 	
      upon becoming aware that Confidential Information has
      been disclosed in breach of this Clause 38.




	38.6 	
      Continuing obligations

	 	 
		
      The obligations in this Clause 38 are continuing and, in
      particular, shall survive and remain binding on each Finance Party for a
      period of twelve months from the earlier of:




	38.6.1 	
      the date on which all amounts payable by the Obligors
      under or in connection with the Finance Documents have been paid in full
      and all Commitments have been cancelled or otherwise cease to be
      available; and

	 	 
	38.6.2 	
      the date on which such Finance Party otherwise ceases to
      be a Finance Party.




	39. 	
      GENERAL PROVISIONS




	39.1 	
      Sole agreement

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

	 	 
	39.2 	
      No implied terms

	 	 
		
      No Party shall be bound by any express or implied term,
      representation, warranty, promise or the like, not recorded in a Finance
      Document.

	 	 
	39.3 	
      Rights and remedies

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of any Finance Party, any right or remedy under the Finance
      Documents shall operate as a waiver, nor shall any single or partial
      exercise of any right or remedy prevent any further or other exercise or
      the exercise of any other right or remedy. The rights and remedies of each
      Finance Party under the Finance Documents:




	39.3.1 	
      are cumulative and not exclusive of its rights under the
      general law



111 





	39.3.2 	
      may be exercised as often as the Finance Party
      requires;

	 	 
	39.3.3 	
      may be waived only in writing and
  specifically.



Delay in the exercise or non-exercise
of any right is not a waiver of that right. 

	39.4 	
      Extensions and waivers

	 	 
		
      No latitude, extension of time or other indulgence which
      may be given or allowed by any Party to any other Party in respect of the
      performance of any obligation or enforcement of any right under a Finance
      Document, and no single or partial exercise of any right by any Party,
      shall be construed to be an implied consent by such Party or operate as a
      waiver or a novation of, or otherwise affect any of that Party’s rights
      under or in connection with a Finance Document or estop such Party from
      enforcing, at any time and without notice, strict and punctual compliance
      with each and every provision or term of a Finance Document.

	 	 
	39.5 	
      Partial invalidity

	 	 
		
      If, at any time, any provision of a Finance Document is
      or becomes illegal, invalid, unenforceable or inoperable in any respect
      under any law of any jurisdiction, neither the legality, validity,
      enforceability or operation of the remaining provisions nor the legality,
      validity, enforceability or operation of such provision under the law of
      any other jurisdiction will in any way be affected or impaired. The term
      inoperable in this Clause 39.5 shall include, without limitation,
      inoperable by way of suspension or cancellation.

	 	 
	39.6 	
      Renunciation of benefits

	 	 
		
      Each Obligor renounces, to the extent permitted under
      applicable law, the benefits of each of the legal exceptions of excussion,
      division, revision of accounts, no value received, errore calculi,
      non causa debiti, non numeratae pecuniae and cession of
      actions, and declares that it understands the meaning of each such legal
      exception and the effect of such renunciation.

	 	 
	39.7 	
      Further assurances

	 	 
		
      Each Obligor must perform, or procure the performance, of
      all further things, and execute and deliver (or procure the execution and
      delivery) of all further documents, as may be required by any applicable
      law or regulation or as may be necessary or desirable to implement or give
      effect to this Agreement and the other Finance Documents and the
      transactions contemplated therein.

	 	 
	39.8 	
      Independent advice

	 	 
		
      Each Obligor acknowledges that it has been free to secure
      independent legal and other advice as to the nature and effect of all of
      the provisions of the Finance Documents and that it has either taken such
      independent legal and other advice or dispensed with the necessity of
      doing so. Further, each Obligor acknowledges that all of the provisions of
      each Finance Document and the restrictions therein contained are part of
      the overall intention of the Parties in connection with the Finance
      Documents.

	 	 
	39.9 	
      Counterparts

	 	 
		
      Each Finance Document may be executed in any number of
      counterparts, and this has the same effect as if the signatures on the
      counterparts were on a single copy of the Finance
  Document.



112 




SECTION 11 
GOVERNING LAW AND ENFORCEMENT

	40. 	
      GOVERNING LAW

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

	 	 
	41. 	
      JURISDICTION




	41.1 	
      The Parties hereby irrevocably and unconditionally
      consent to the non-exclusive jurisdiction of the High Court of South
      Africa (Gauteng Local Division, Johannesburg) (or any successor to that
      division) in regard to all matters arising from the Finance Documents
      (including a dispute relating to the existence, validity or termination of
      a Finance Document or any non-contractual obligation arising out of or in
      connection with a Finance Document) (a dispute).

	 	 
	41.2 	
      The Parties agree that the courts of South Africa are the
      most appropriate and convenient courts to settle disputes. The Parties
      agree not to argue to the contrary and waive objection to this court on
      the grounds of inconvenient forum or otherwise in relation to proceedings
      in connection with any Finance Document.

	 	 
	41.3 	
      This Clause 41 is for the benefit of the Finance Parties
      only. As a result, no Finance Party shall be prevented from taking
      proceedings relating to a dispute in any other court with jurisdiction. To
      the extent allowed by law, a Finance Party may take concurrent proceedings
      in any number of jurisdictions.




	42. 	
      WAIVER OF JURY TRIAL

	 	 
		
      EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE
      TO A JURY TRIAL IN RESPECT OF ANY LITIGATION IN ANY UNITED STATES FEDERAL
      OR STATE COURT DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
      CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCE DOCUMENTS OR
      ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS
      LOAN TRANSACTION OR THE LENDER/BORROWER/GUARANTOR RELATIONSHIP. Each
      party hereto hereby acknowledges that this waiver is a material inducement
      to enter into a business relationship, it has relied on this waiver in
      entering into this Agreement, and it will continue to rely on this waiver
      in related future dealings. Each party hereto hereby further warrants and
      represents that it has reviewed this waiver with its legal counsel and it
      knowingly and voluntarily waives its jury trial rights following
      consultation with legal counsel. THIS WAIVER IS IRREVOCABLE AND MAY NOT
      BE MODIFIED OTHER THAN BY A WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
      CLAUSE 42 AND EXECUTED BY EACH OF THE PARTIES HERETO. In the event of
      litigation, this Agreement may be filed as a written consent to a trial by
      the court.

	 	 
	43. 	
      WAIVER OF IMMUNITY

	 	 
		
      Each Obligor irrevocably and
  unconditionally:




	43.1 	
      agrees not to claim any immunity from suit, execution,
      attachment or other legal process brought by a Finance Party against it in
      relation to a Finance Document, and to ensure that no such claim is made
      on its behalf;

	 	 
	43.2 	
      consents generally to the giving of any relief or the
  issue of any process in connection with those proceedings; and 



113 






	43.3 	
      waives any right it may have to claim for itself or any
      of its assets immunity from suit, execution, attachment or other legal
      process.



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

114 




SCHEDULE 1 

THE ORIGINAL PARTIES 

Part I 
The Original Obligors


		Name of
      Borrower 	Jurisdiction of Incorporation 	Registration number (or equivalent, if any)
    
	1. 	Net1 Applied Technologies South Africa
      Proprietary Limited 	South Africa 	2002/031446/07






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




115 




Part II 
The Original
Senior Lenders


	 		
      
	Senior Facility A 	Senior Facility B 
	 	Original Senior Lender 	
      Address for Purposes of Clause 36 (Notices)

	 Commitment 	 Commitment 
	 		
      
		
	 	[Column 2] 	
      [Column 3] 
	[Column 4] 	[Column 5] 
	 	
      
	
      

      
		
	1	
      FirstRand Bank Limited (acting through 
	
      1 Merchant Place, 14th Floor 
	R500,000,000 	R900,000,000 
	 	
      its Rand Merchant Bank division) 
	
      Cnr Fredman Drive and Rivonia Road 
		
	 	
      
	
      Sandton, 2196 
		
	 	
      
	
      Fax: 
	
      +27 11 282 4056 
		
	 	
      
	
      Email:  
	Ravana.chetty@rmb.co.za,		
	 	
      
	
      
	
      Sureka.ally@rmb.co.za, 
		
	 	
      
	
      
	
      Ziyaad.manie@rmb.co.za 
		
	 	
      
	
      Att: Head of Transaction Management: Investment Banking
      
		
	 	
      
	
      
	
      
		
	 	
      
	
      
	
      
	R500,000,000 	R900,000,000 



Part III 
The Original
Issuing Banks

	 	Original Issuing Bank 	Address for Purposes of
  Clause 36 (Notices) 
	 	  	 
	 	  	 
	 	[Column 2] 	[Column 3] 
	 	  	
      

  

	 1.	
      FirstRand Bank Limited (acting through 
	
      1 Merchant Place, 14th Floor 

	 	
      its Rand Merchant Bank division) 
	
      Cnr Fredman Drive and Rivonia Road 

	 	  	
      Sandton, 2196 

	 	 	 
	 	  	
      Fax: 
	
      +27 11 282 4056 

	 	 	 	 
	 	  	
      Email: 
	
      Ravana.chetty@rmb.co.za,

	 		
       
	
      Sureka.ally@rmb.co.za,  

	 		
       
	
      Ziyaad.manie@rmb.co.za

	 	  	
      Att: Head of Transaction Management: Investment Banking
      



116 




SCHEDULE 2 

CONDITIONS PRECEDENT 

Part I 
Conditions Precedent to initial
Utilisation

	1. 	
      ORIGINAL OBLIGORS




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

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




	1.2.1 	
      approving the terms of, and the transactions contemplated
      by, the Finance Documents to which it is a party and resolving that it
      execute the Finance Documents to which it is a party;

	 	 
	1.2.2 	
      authorising it, for all purposes required under sections
      45 and/or 46 of the Companies Act (as applicable), to provide the
      "financial assistance" and to make any "distribution" that
      may arise as a result of its entry into the Finance Documents to which it
      is a party;

	 	 
	1.2.3 	
      authorising a specified person or persons to execute the
      Finance Documents to which it is a party on its behalf; and

	 	 
	1.2.4 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices to be signed and/or
      despatched by it under or in connection with the Finance Documents to
      which it is a party.




	1.3 	
      A copy of a special resolution duly passed by the holders
      of the issued shares of each Original Guarantor authorising it, for all
      purposes required under section 45 of the Companies Act, to provide the
      "financial assistance" that may arise as a result of its entry into
      the Finance Documents to which it is a party.

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

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




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

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




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




	1.6.1 	
      no Default or Event of Default has occurred or is
      continuing or will result from the execution of the Finance
    Documents;



117 





	1.6.2 	
      the representations and warranties set out in Clause 22
      (Representations) are true and correct in all respects;

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

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





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

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




	2. 	
      Legal opinions




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

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

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




	3. 	
      Finance Documents




	3.1 	
      An original of each of the following Finance Documents
      duly entered into by each Party to it:




	3.1.1 	
      this Agreement;

	 	 
	3.1.2 	
      the Senior Facility A Agreement;

	 	 
	3.1.3 	
      the Senior Facility B Agreement;

	 	 
	3.1.4 	
      the Senior Facility C Agreement;

	 	 
	3.1.5 	
      the Subordination Agreement;

	 	 
	3.1.6 	
      the Security Cession &
Pledge;



118 





	3.1.7 	
      the Fee Letters;

	 	 
	3.1.8 	
      any other executed Finance
Documents.




	3.2 	
      Evidence that the notice of the pledge contemplated in
      the Security Cession & Pledge has been given to the CSDP (as defined
      in the Security Cession & Pledge) and that the CSDP has acknowledged
      that notice.

	 	 
	3.3 	
      A copy of all notices required to be sent,
      acknowledgements required to be delivered and other documents required to
      be executed under the Security Documents, duly executed by the persons
      party thereto.




	4. 	
      Subscription Agreement

	 	 
		A copy of the Subscription Agreement.
	 	 
	5. 	
      Credit Approval

	 	 
		
      The approval of the credit committee of the Original
      Issuing Bank of the grant of the Facilities to the Borrower under the
      Finance Documents.

	 	 
	6. 	
      Regulatory authorisations

	 	 
		
      All regulatory approvals required for the implementation
      of the transactions contemplated by the Finance Documents (including to
      the extent that any such approval is required to establish any Security
      under the Security Documents).

	 	 
	7. 	
      Know Your Customer Requirements

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

	 	 
	8. 	
      Financial information

	 	 
		A copy of the Original Financial Statements.
	 	 
	9. 	
      Other documents and
evidence




	9.1 	
      A copy of the Group Structure Chart.

	 	 
	9.2 	
      A copy of any other authorisation or other document,
      opinion or assurance which the Facility Agent considers to be necessary
      (if it has notified the Borrower accordingly) in connection with the entry
      into and performance of the transactions contemplated by any Finance
      Document or for the validity and enforceability of any Finance
      Document.



119 




Part II 
Conditions Precedent Required to be

Delivered by an Additional Guarantor

	1. 	
      An Accession Letter, duly executed by the Additional
      Guarantor and the Borrower.

	 	 
	2. 	
      A copy of the constitutional documents of the Additional
      Guarantor.

	 	 
	3. 	
      A copy of a resolution of the board of directors of the
      Additional Guarantor:




	3.1 	
      approving the terms of, and the transactions contemplated
      by, the Accession Letter and the Finance Documents and resolving that it
      execute the Accession Letter;

	 	 
	3.2 	
      in the case of an Additional Guarantor, authorising it,
      for all purposes required under sections 45 and 46 of the Companies Act,
      to provide the "financial assistance" and to make any
      "distribution" that may arise as a result of its entry into the
      Finance Documents to which it is a party (or, in the case of any
      Additional Guarantor incorporated in a jurisdiction other than South
      Africa, any equivalent authorisations required under the laws of such
      jurisdiction);

	 	 
	3.3 	
      authorising a specified person or persons to execute the
      Accession Letter on its behalf; and

	 	 
	3.4 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all other documents and notices to be signed
      and/or despatched by it under or in connection with the Finance
      Documents.




	4. 	
      A copy of a special resolution duly passed by the holders
      of the issued shares of an Additional Guarantor authorising it, for all
      purposes required under section 45 of the Companies Act, to provide the
      "financial assistance" that may arise as a result of its entry into
      the Finance Documents to which it is a party (or in the case of any
      Additional Guarantor incorporated in a jurisdiction other than South
      Africa, any equivalent authorisations required under the laws of such
      jurisdiction).

	 	
       

	5. 	
      To the extent required with reference to the
      constitutional documents of an Additional Guarantor, a copy of a
      resolution duly passed by the holders of the issued shares of that
      Additional Guarantor, approving the terms of, and the transactions
      contemplated by, the Finance Documents to which that Additional Guarantor
      is a party.

	 	
       

	6. 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph 3 above.

	 	
       

	7. 	
      A certificate of the Additional Guarantor (signed by a
      director) confirming that borrowing and/or guaranteeing, as appropriate,
      the Total Commitments would not cause any borrowing, guaranteeing or
      similar limit binding on it to be exceeded.

	 	
       

	8. 	
      A certificate of an authorised signatory of the
      Additional Guarantor certifying that each copy document listed in this
      Part II of Schedule 2 is correct, complete and in full force and effect as
      at a date no earlier than the date of the Accession Letter.

	 	
       

	9. 	
      If such Additional Guarantor is a US Guarantor, a
      certificate as to the existence and good standing (including verification
      of tax status, if generally available) of such US Guarantor from the
      appropriate governmental authorities in such US Guarantor’s jurisdiction
      of organisation, in form and substance satisfactory to the Facility Agent
      and its counsel.

	 	 
	10. 	
      If such Additional Guarantor is a US Guarantor, a
      solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor
in form and substance satisfactory to the Facility Agent and its counsel. 



120 






	11. 	
      If available, the latest audited financial statements of
      the Additional Guarantor.

	 	 
	12. 	
      All necessary regulatory approvals to the satisfaction of
      the Facility Agent required for the accession of the Additional
      Guarantor.

	 	 
	13. 	
      A legal opinion of Webber Wentzel, legal advisers to the
      Finance Parties and the Facility Agent in South Africa.

	 	 
	14. 	
      A legal opinion of [•], legal advisers to the
      Obligors in South Africa.

	 	 
	15. 	
      In relation to any Additional Guarantor incorporated in a
      jurisdiction other than South Africa, a legal opinion from legal counsel
      in that jurisdiction acceptable to the Facility Agreement.

	 	 
	16. 	
      If the Additional Guarantor is incorporated in a
      jurisdiction other than South Africa, a legal opinion of the legal
      advisers to the Finance Parties in the jurisdiction in which the
      Additional Guarantor is incorporated.

	 	 
	17. 	
      A copy of any other authorisation or other document,
      opinion or assurance which the Facility Agent considers to be necessary or
      desirable in connection with the entry into and performance of the
      transactions contemplated by the Accession Letter or for the validity and
      enforceability of any Finance Document.



121 




SCHEDULE 3 

FORM OF TRANSFER CERTIFICATE 

	To: 	[Facility Agent], as Facility Agent
  
	  	[•] 
	  	[•] 
	  	  
	From: 	[The Existing Lender] (the Existing
      Lender) and [the New Lender] (the New Lender)
  


[•], 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2016 
(the
Agreement)

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

	 	 
	2. 	
      We refer to Clause 27.4 (Procedure for
  transfer).

	 	 
	3. 	
      The Existing Lender and the New Lender agree to the
      Existing Lender transferring to the New Lender by cession and delegation
      all or part of the Existing Lender's Commitment, rights and obligations
      referred to in the Schedule in accordance with Clause 27.4 (Procedure for
      transfer).

	 	 
	4. 	
      The proposed Transfer Date is [•].

	 	 
	5. 	
      The address of the New Lender, fax number and attention
      details for notices of the New Lender for the purposes of Clause 36.2
      (Addresses) are set out in the Schedule.

	 	 
	6. 	
      On and with effect from the Transfer Date the New
      Lender:




	6.1 	
      becomes party to the Agreement as a [Senior Facility A
      Lender]/[Senior Facility B Lender]/[Senior Facility C Lender];

	 	 
	6.2 	
      becomes party to the Intercreditor Agreement;

	 	 
	6.3 	
      undertakes to perform all the obligations expressed in
      the Agreement, the Intercreditor Agreement and other applicable Finance
      Documents to be assumed by a Lender; and

	 	 
	6.4 	
      agrees that it shall be bound by all the provisions of
      the Agreement, the Intercreditor Agreement and other applicable Finance
      Documents as if it had been an original party to those Finance Documents
      as a Lender.




	7. 	
      The New Lender expressly acknowledges the limitations on
      the Existing Lender's obligations set out in Clause 27.3 (Limitation of
      responsibility of Existing Lenders).

	 	 
	8. 	
      This Transfer Certificate may be executed in any number
      of counterparts and this has the same effect as if the signatures on the
      counterparts were on a single copy of this Transfer Certificate.

	 	 
	9. 	
      This Transfer Certificate and any non-contractual
      obligations arising out of or in connection with it are governed by South
      African law.



122 





	10. 	
      This Transfer Certificate has been entered into on the
      date stated at the beginning of this Transfer
  Certificate.



[EXISTING LENDER] 

By: 

[NEW LENDER] 

By: 

[FACILITY AGENT] 

By: 

As Facility Agent and for and on behalf of each of the parties
to the Agreement (other than the Existing Lender and the New Lender) [and each
of the parties to the Intercreditor Agreement (other than the Existing Lender
and the New Lender)]. 

Note: The execution of this Transfer Certificate may not
transfer a proportionate share of the Existing Lender's interest in security in
all cases. It is the responsibility of the New Lender to ascertain whether any
other documents or other formalities are required to perfect a transfer of such
a share in the Existing Lender's security and, if so, to arrange for execution
of those documents and completion of those formalities. 

123 




THE SCHEDULE 

Commitment/rights and obligations to be transferred 

[insert relevant details, including applicable Commitment (or
part) and participation in Loans] 

Part 1 
Commitments


	Senior
      Facility A 

      Commitment 	Senior Facility B
      Commitment 	Senior Facility C
      Commitment 
	[•] 	[•]
    	[•]




Part 2 
Participations In Loans


	Senior
      Facility A Loans 	Senior Facility B Loans 	Senior Facility C Loans 
	[•] 	[•]
    	[•]




Part 3 
Administrative Details of the New
Lender

[Insert details of address for notices and payment details,
etc] 

This Transfer Certificate is accepted by the Facility Agent and
the Transfer Date is confirmed as [•]. 

[Facility Agent] 

By: 

124 




SCHEDULE 4 

FORMS OF ACCESSION LETTER 

PART I : ADDITIONAL GUARANTORS 

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


[•], 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2016 
(the
Agreement)

	1. 	
      We refer to:




	1.1 	
      the Agreement; and

	 	 
	1.2 	
      the Security Cession & Pledge (as defined in the
      Agreement).




	2. 	
      This is an Accession Letter. Terms defined in the
      Agreement have the same meaning in this Accession Letter unless given a
      different meaning in this Accession Letter.

	 	 
	3. 	
      [Subsidiary] agrees, with effect from the date of
      this Accession Letter, to become an Additional Guarantor under the
      Agreement and to be bound by the terms of the Agreement as an Additional
      Guarantor pursuant to Clause 28.2 (Additional Guarantors) of the
      Agreement.

	 	 
	4. 	
      [Subsidiary] is a company duly incorporated under
      the laws of [name of relevant jurisdiction].

	 	 
	5. 	
      [Subsidiary's] administrative details are as
      follows:




	 	Address: [•] 
	 	 
	 	Fax No: [•] 
	 	 
	 	Attention: [•] 



	6. 	
      The Repeating Representations are correct on the date of
      this Accession Letter.

	 	 
	7. 	
      This Accession Letter is a Finance Document.

	 	 
	8. 	
      This Accession Letter may be executed in any number of
      counterparts. This has the same effect as if the signatures on the
      counterparts were on a single copy of this Accession Letter.

	 	 
	9. 	
      This Accession Letter and any non-contractual obligations
      arising out of or in connection with it are governed by South African
      law.



125 





	 	NET1 APPLIED TECHNOLOGIES SOUTH
    	 	[SUBSIDIARY] 
	 	AFRICA PROPRIETARY LIMITED 	 	  
	 	  	 	  
	By: 		By:	


126 




Accepted by the Facility Agent: 

 

	For and on behalf of:
    	 	For and
      on behalf of: 
	[Facility Agent] 	 	[Facility Agent] 
	 	 	 
	Name: 	 	Name: 
	 	 	 
	Office: 	 	Office: 
	 	 	 
	Date: 	 	Date: 
	 	 	 
	(who warrants his authority) 	 	(who warrants his authority)



127 




SCHEDULE 5 

FORM OF RESIGNATION LETTER 

	To: 	[FACILITY AGENT], as Facility Agent
  
	  	[•] 
	  	[•] 
	  	  
	From: 	[RESIGNING GUARANTOR] and NET1
      APPLIED TECHNOLOGIES SOUTH AFRICA 
	  	PROPRIETARY LIMITED 


[•], 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2016 
(the
Agreement)

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

	 	 
	2. 	
      Pursuant to clause 28.4 (Resignation of a Guarantor) of
      the Agreement, we request that [resigning Guarantor] be released
      from its obligations as a Guarantor under the Agreement.

	 	 
	3. 	
      We confirm that no Default is continuing or would result
      from the acceptance of this request.

	 	 
	4. 	
      This Resignation Letter and any non-contractual
      obligations arising out of or in connection with it are governed by South
      African law.

	 	 
	5. 	
      Yours faithfully,




	Signed: 	.................................................................	.................................................................
	  	Director 	Director 
	  	Net1 Applied Technologies South Africa
    	[Resigning Guarantor] 
	  	Proprietary Limited 	  


128 




Accepted by the Facility Agent: 

 

	For and on behalf of:    	 	For and
      on behalf of: 
	[Facility Agent] 	 	[Facility Agent] 
	 	 	 
	Name: 	 	Name: 
	 	 	 
	Office: 	 	Office: 
	 	 	 
	Date: 	 	Date: 
	 	 	 
	(who warrants his authority) 	 	(who warrants his authority)


129 




SCHEDULE 6 

FORM OF BANK GUARANTEE 

Blue Label Telecoms Limited 
75 Grayston Drive

Morningside 
Sandton 
Attention: The Chief Executive Officer

[•],[•] 

Dear Sirs, 

BANK GUARANTEE 

	1. 	
      We, [•], with registration number [•]
      having our head office at [•] (the Guarantor), provide this
      bank guarantee (this Bank Guarantee) in accordance with clause
      5.1.1 (Conditions Precedent)) of an amended and restated subscription
      agreement (the Subscription Agreement) concluded on or about 15
      November, 2016 and further amended on or about 28 February, 2017 between
      Blue Label Telecoms Limited, registration number 2006/022679/06, (the
      Company) and Net1 Applied Technologies South Africa Proprietary
      Limited, registration number 2002/031446/07, (the Subscriber) in
      connection with the proposed subscription by the Subscriber of 117,924,528
      ordinary shares (the Shares) in the Company (Proposed
      Subscription). This Bank Guarantee replaces in its entirety the bank
      guarantee issued by the Guarantor to the Company dated [•], which
      guarantee is automatically terminated on the issue of this Bank
      Guarantee.

	 	 
	2. 	
      We understand that:




	2.1 	
      the Proposed Subscription will be subject to the terms
      and conditions set out in the Subscription Agreement;

	 	 
	2.2 	
      the implementation of the Proposed Subscription will be
      subject to the fulfilment of the condition precedent set out in clause
      5.1.2 of the Subscription Agreement (the Subscription Condition
      Precedent) by not later than 16 November 2016; and

	 	 
	2.3 	
      should the Proposed Subscription be implemented in
      accordance with the terms and conditions of the Subscription Agreement,
      the aggregate subscription price for the Shares that will be payable by
      the Subscriber to the Company in accordance with the terms and conditions
      of the Subscription Agreement will be an amount of R2,000,000,000
    (the

	 	 
		
      Aggregate Subscription
Price).




	3. 	
      The Guarantor, subject to the terms of this Bank
      Guarantee, hereby irrevocably guarantees the payment by the Subscriber to
      the Company of the Aggregate Subscription Price (the

	 	 
		
      Guaranteed Amount).

	 	 
	4. 	
      Subject to compliance with the terms of this Bank
      Guarantee (including but not limited to the provisions of paragraphs 8.4
      and 8.5, and provided the Company has given the Guarantor at least 5
      business days' prior written (at its address set out in paragraph 5) of
      the Subscription Date as designated in accordance with the Subscription
      Agreement), the Company shall be entitled to demand payment from the
      Guarantor either on (and not before) [•], 2017 or before 12h00 on
      [•], 2017 (the Expiry Date and Time), of the Aggregate
      Subscription Price.

	 	 
	5. 	
      The demand against the Guarantor under this Bank
      Guarantee shall be furnished in writing to the Guarantor at its address:
      [•] and marked for the attention of [•], with a copy to
      [•] and [•], and shall state that the Company is demanding
      payment in discharge of the Subscriber's obligation to settle the
      Aggregate Subscription Price in terms of the Subscription
  Agreement.



130 





	6. 	
      This Bank Guarantee shall be irrevocable and shall remain
      in full force and effect until the Expiry Date and Time, by which time and
      date the demand by the Company should have been received at our address.
      Any demand received at the Guarantor's address after the Expiry Date and
      Time shall not be considered.

	 	 
	7. 	
      This Bank Guarantee shall be governed by, and construed
      in all respects in accordance with, the laws of the Republic of South
      Africa.

	 	 
	8. 	
      Notwithstanding anything contained herein
  above:




	8.1 	
      the Guarantor’s maximum liability under this Bank
      Guarantee shall not exceed the Guaranteed Amount;

	 	 
	8.2 	
      this Bank Guarantee shall be valid only until the earlier
      of the following times:




	8.2.1 	
      the time of day on the date on which the Aggregate
      Subscription Price is received by the Company (in the Designated Account
      under (and as defined in) the Subscription Agreement) (the Designated
      Account) from the Guarantor on behalf of the Subscriber;

	 	 
	8.2.2 	
      the delivery of any notice in terms of paragraph
    8.5;

	 	 
	8.2.3 	
      the date on which the shareholders of the Company, in
      general meeting, vote against placing the Shares under control of
      directors of the Company for purposes of issuing the Shares to the
      Subscriber; and

	 	 
	8.2.4 	
      the Expiry Date and Time,



at which time it shall automatically
expire and be of no further force or effect. Any demand received at the
Guarantor's address after such expiry shall not be considered; 

	8.3 	
      the Guarantor is liable to immediately (i.e. within 1
      Business Day) pay the Guaranteed Amount into the Designated Account but
      only if you serve upon it a demand as stated above before the Expiry Date
      and Time, where after it ceases to be in effect and all the Company’s
      rights under this Bank Guarantee shall be forfeited and the Guarantor
      shall be discharged from all liability under this Bank Guarantee, whether
      or not the original guarantee is returned to the Guarantor;

	 	 
	8.4 	
      any demand for payment under this Bank Guarantee shall be
      accompanied by written confirmation from the Company to the Subscriber and
      the Guarantor confirming that, as at the day immediately prior to the date
      on which such demand is delivered to the Guarantor (the Confirmation
      Date), (i) no event contemplated in the Annex to this Bank Guarantee
      (other than clause 9.1.7 of such Annex) has occurred on or before the
      Confirmation Date; and (ii) in respect of clause 9.1.7 of the attached
      Annex, a positive statement that the relevant warranties in clause 8.1 of
      the Subscription Agreement are true and correct in all respects as at the
      Confirmation Date;

	 	 
	8.5 	
      the delivery by the Subscriber of a written notice in
      terms of the provisions of clause 8.2 of the Subscription Agreement
      (Conditions to Subscription and Subscriber's Right to Terminate) (the
      MAC Notice) at any time prior to 17h00 on the Confirmation Date
      (the MAC Cut Off Date and Time) in terms of which it summarily
      terminates the Subscription Agreement, to the Company (and with a copy to
      the Guarantor), shall cause this Bank Guarantee to immediately and
      automatically expire and cease to be of any further force or effect and
      any payment demand made by the Company under this Bank Guarantee after
      delivery of the MAC Notice shall therefore be a nullity and shall not be
      considered, provided that no MAC Notice delivered after the MAC Cut Off
      Date and Time shall be considered a nullity under this Bank Guarantee and
      shall not be considered. The MAC Notice shall be furnished in writing to the Guarantor at its
address: [•] and marked for the attention of [•], with a copy to
[•] and [•] prior to the MAC Cut Off Date and Time; 



131 






	8.6 	
      only the Company shall be entitled to demand payment of
      any sum from the Guarantor under this Bank Guarantee; and

	 	 
	8.7 	
      no payment of all or any part of the Guaranteed Amount
      shall be made if doing so would be illegal or contrary to applicable
      law.




	9. 	
      This Bank Guarantee is neither negotiable nor
      transferable.

	 	 
	10. 	
      Promptly on receipt by the Company of the Aggregate
      Subscription Price as contemplated in paragraph 8.2.1 and, in any event,
      by no later than 3 Business Days thereafter, the Company shall deliver to
      the Guarantor the original of the Bank Guarantee at the address set out in
      paragraph 5.



 





	For and on
      behalf of: 	 	For and on behalf of: 
	[Issuing Bank] 	 	[Issuing Bank] 
	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	Office: 	 	 	Office: 	 


 





	For and on behalf of:
    	 	For and
      on behalf of: 
	Net1 Applied Technologies 	 	Blue Label Telecoms Limited 
	South Africa Proprietary 	 	  
	Limited 	 	  



	Name: 	 	 	Name: 	 
	 	 	 	 	 
	Office: 	 	 	Office: 	 


132 




Annex 

EXTRACT FROM CLAUSE 9.1 OF THE SUBSCRIPTION AGREEMENT]


	9 	
      CONDITIONS TO SUBSCRIPTION AND SUBSCRIBER'S RIGHT
      TO TERMINATE




	9.1 	
      Notwithstanding anything to the contrary contained in
      this Agreement (including the fulfilment or waiver, as the case may be, of
      the Condition Precedent), the Subscriber will only be obliged to subscribe
      for the Subscription Shares if, as at 23h50 on the day immediately
      preceding the Subscription Date -




	9.1.1 	
      neither the Group nor any Group Company has disposed
      of any of its material assets outside of the ordinary or usual course of
      business;

	 	 
	9.1.2 	
      no Group Company has been liquidated or placed under
      judicial management, whether provisionally or finally (and no application
      has been launched in this regard);

	 	 
	9.1.3 	
      no Group Company has commenced business rescue
      proceedings under the Companies Act;

	 	 
	9.1.4 	
      no Group Company has, in respect of the 18 (eighteen)
      month period prior to the Signature Date, committed an act which, if it
      were a natural person would constitute an act of insolvency as defined in
      the Insolvency Act, No 24 of 1936, or any other applicable
  Act;

	 	 
	9.1.5 	
      no Group Company has, in respect of the 18 (eighteen)
      month period prior to the Signature Date, compromised with its creditors
      generally, or attempted to do so;

	 	 
	9.1.6 	
      in respect of the 18 (eighteen) month period prior to
      the Signature Date, no material creditor of any Group Company has given
      notice of its intention to take any action to enforce its rights and/or
      remedies in terms of any material debt owed to it;

	 	 
	9.1.7 	
      each of the warranties contained in clause 8.1 is true
      and correct in all respects; and

	 	 
	9.1.8 	
      no interdict, judgment or other order or action of any
      court or governmental authority restraining, prohibiting or rendering
      illegal the implementation of the transactions contemplated hereby shall
      be in effect, and no legal proceeding shall have been instituted by any
      person (including any governmental authority) seeking to prohibit,
      restrict or delay or declare illegal the implementation of the
      transactions contemplated in this Agreement.



133 




SCHEDULE 7 

FORM OF COMPLIANCE CERTIFICATE 

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


[•], 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2016 
(the Agreement)


	1. 	
      We refer to the Agreement. This is a Compliance
      Certificate. Terms defined in the Agreement have the same meaning when
      used in this Compliance Certificate unless given a different meaning in
      this Compliance Certificate.

	 	 
	2. 	
      We confirm that as at [relevant testing date] the
      following financial ratios referred to in Clause 24 (Financial Covenants)
      were at the levels set out below:





		Financial Covenant Ratio
    	As Calculated 	Covenant
      
Level 	Compliance 
[Y /
    N] 
	1. 	Total Net Leverage Ratio 	[•] 	[•] 	[•]





	3. 	We set out below calculations establishing the
      figures in paragraph 2 above: 
	 	 
	  	[•] 
	 	 
	4. 	We confirm that the following companies were
      Material Subsidiaries at [relevant testing date]: 
	 	 
	  	[•] 
	 	 
	5. 	
      We confirm that the [financial statements]/[management
      accounts] which this compliance certificate accompanies fairly represents
      the financial condition of the Group as at the date as to which those
      [financial statements]/[management accounts] were drawn up. 

	 	 
	6. 	[We confirm that no Default is continuing as at
      [relevant testing date].]* 


Yours faithfully, 

______________________________

	*	If this statement cannot be made, the
      certificate should identify any Default that is continuing and the steps,
      if any, being taken to remedy it. 


134 





	Signed: 	.................................................................	.................................................................
	  	Director 	Director 
	  	Net1 Applied Technologies South Africa
    	Net1 Applied Technologies South Africa
    
	  	Proprietary Limited 	Proprietary Limited



135 




SCHEDULE 8 

FORM OF AUDITORS CERTIFICATION 

[TO BE PLACED ON AUDITOR’S LETTERHEAD] 

	To: 	[Facility Agent], as Facility Agent
  
	  	[•] 
	  	[•] 
	  	  
	From: 	[The Auditors of Net1 Applied Technologies
      South Africa Proprietary Limited] 


[•], 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Compliance Certificate in relation to the Common Terms Agreement,
dated [•], 2016 
(the Agreement)

	1. 	
      We refer to:




	1.1 	
      the Agreement; and

	 	 
	1.2 	
      the Compliance Certificate (as defined in the Agreement)
      delivered by Net1 Applied Technologies South Africa Proprietary Limited to
      the Facility Agent on [•], 201[•] (the [•], 201[•]
  Certificate).




	2. 	
      We have performed the procedures required by you in the
      review of the Compliance Certificate delivered by Net1 Applied
      Technologies South Africa Proprietary Limited to the Facility Agent on
      [•], 201[•]. Our engagement was undertaken in accordance with the
      International Standard on Related Services applicable to agreed-upon
      procedures engagements. The procedures below were performed solely to
      report to you in terms of the Agreement. We have performed the following
      procedures:




	2.1 	
      We have obtained the [financial statements]/[management
      accounts] for the relevant Measurement Period of the [•], 201[•]
      Certificate

	 	 
	2.2 	
      We have extracted the accounting policies in relation to
      the [financial statements] / [management accounts] and scrutinised the
      [financial statements] / [management accounts] for any indications of
      deviations from the relevant accounting policies.

	 	 
	2.3 	
      We obtained the detailed calculations in relation to the
      Financial Covenants (as defined in the Agreement) and compared these to
      what is set out in Clause 3 of the [•], 201[•] Certificate, as well as
      agree with the results to those calculations set out in Clause 2 of the
      [•], 201[•] Certificate.

	 	 
	2.4 	
      We agree that the Group revenue amounts in Clause 7 of
      the [•], 201[•] Certificate are consistent with the [financial
      statements]/[management accounts] and with the Agreement, as well as agree
      with the results of the calculations set out in Clause 7.5 of the [•],
      201[•] Certificate.

	 	 
	2.5 	
      We agree that the amounts detailed in the above
  calculations are consistent with the [financial statements] / [management accounts]. 



136 






	2.6 	
      We have checked the mathematical accuracy of all
      calculations set out in the [•], 201[•] Certificate.

	 	 
	2.7 	
      We have scrutinised the [financial
      statements]/[management accounts] for any amounts or transactions that
      should, in our opinion, be included in the above calculations but has not
      been.




	3. 	
      Because the above procedure does not constitute either an
      audit or a review made in accordance with statements of International
      Auditing Standards, we do not express any assurance thereon. Had we
      performed additional procedures or had we performed an audit or review of
      the financial statements in accordance with International Auditing
      Standards, other matters might have come to our attention that would have
      been reported to you. Our report is solely for the purpose set out in
      paragraphs 1 and 2 of the report and for your information, and is not to
      be used for any other purpose, nor to be distributed to any other parties.
      This report relates only to the matters specified above, and does not
      extend to any financial statements of the entity taken as a
  whole.

	 	 
	7. 	
      Yours faithfully,



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

[The Auditors of Net1 Applied Technologies South Africa
Proprietary Limited] 

137 




Accepted by the Facility Agent: 

	For and on behalf of:
    	 	For and
      on behalf of: 
	[Facility Agent] 	 	[Facility Agent] 
	Name: 	 	Name: 
	Office: 	 	Office: 
	Date: 	 	Date: 
	(who warrants his authority) 	 	(who warrants his authority)



138 




SCHEDULE 9 

ACCEPTABLE LENDERS 

	1. 	Local Banks 
	  	  
	  	FirstRand Bank Limited 
	  	Investec Bank Limited 
	  	Nedbank Limited 
	  	The Standard Bank of South Africa Limited
	  	  
	2. 	Foreign Banks 
	  	  
	  	Bank of China Limited 
	  	China Construction Bank Corporation 
	  	China Development Bank Limited 
	  	HSBC Bank PLC 
	  	KfW IPEX-Bank GmbH 
	  	Standard Chartered Bank Limited 
	  	State Bank of India 
	  	  
	3. 	Financial Institutions 
	  	  
	  	Absa Fund Managers Limited 
	  	Allan Gray Proprietary Limited 
	  	Ashburton Fund Managers Proprietary Limited  
	  	Atlantic Asset Management 
	  	Cadiz Asset Management Proprietary Limited  
	  	Coronation Fund Managers Limited 
	  	Element Fund Management Proprietary Limited  
	  	Futuregrowth Limited 
	  	Grindrod Asset Management Proprietary Limited    
	  	Investec Asset Management Proprietary Limited    
	  	Liberty Group Limited 
	  	Marriott Asset Management Proprietary Limited    
	  	MMI Holdings Limited 
	  	MMI Group Limited 
	  	Momentum Asset Management Proprietary Limited    
	  	Old Mutual Investment Group (South Africa)
      Proprietary Limited 
	  	Old Mutual Life Assurance Company (South
      Africa) Limited 
	  	Old Mutual Specialised Finance Proprietary
      Limited 
	  	Prescient Investment Management Proprietary
      Limited 
	  	Prowess Investment Management Managers
      Proprietary Limited 
	  	Prudential Portfolio Managers South Africa
      Proprietary Limited 
	  	Public Investment Corporation Limited 
	  	Sanlam Capital Markets Proprietary Limited  
	  	Sanlam Life Insurance Limited 
	  	Santam Limited 
	  	Stanlib Limited 
	  	Taquanta Investment Holdings Proprietary
      Limited 


139 








 


	4. 	Affiliates 
	 	 
		Any affiliates, Subsidiaries or Holding Companies of, or
      any bona fide and established trust or fund or other entity which
      is regularly engaged in or established for the purpose of making,
      purchasing or investing in loans, securities or other financial assets
      managed by any of the banks or financial institutions listed in this schedule that are not hedge funds. 



 





SCHEDULE 10 

FORM OF CONFIDENTIALITY UNDERTAKING 

	To: 	[Insert name of Potential
      Purchaser/Purchaser’s agent/broker] 
	  	[•] 
	  	[•] 


[•], 201[•] 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

Common Terms Agreement, dated [•], 2016 
(the
Agreement)

We understand that you are considering
[acquiring]2 [arranging the acquisition of]3
an interest in the Facilities (the Acquisition). In consideration of us
agreeing to make available to you certain information, by your signature of a
copy of this letter you agree as follows: 

	1. 	
      CONFIDENTIALITY UNDERTAKING

	 	 
		
      You undertake (a) to keep the Confidential Information
      confidential and not to disclose it to anyone except as provided for by
      paragraph 2 below and to ensure that the Confidential Information is
      protected with security measures and a degree of care that would apply to
      your own confidential information, (b) to use the Confidential Information
      only for the Permitted Purpose, (c) to use all reasonable endeavours to
      ensure that any person to whom you pass any Confidential Information
      (unless disclosed under paragraph [2.2 or] 2.3 below) acknowledges
      and complies with the provisions of this letter as if that person were
      also a party to it, and (d) not to make enquiries of any member of the
      Group or any of their officers, directors, employees or professional
      advisers relating directly or indirectly to the Acquisition.

	 	 
	2. 	
      PERMITTED DISCLOSURE

	 	 
		
      We agree that you may disclose Confidential
      Information:




	2.1 	
      to members of the Purchaser Group and their officers,
      directors, employees and professional advisers to the extent necessary for
      the Permitted Purpose and to any auditors of members of the Purchaser
      Group;

	 	 
	2.2 	
      [subject to the requirements of the Agreement, in
      accordance with the Permitted Purpose so long as any prospective purchaser
      has delivered a letter to you in equivalent form to this
    letter;]

	 	 
	2.3 	
      subject to the requirements of the Agreement, to any
      person to (or through) whom you assign or transfer (or may potentially
      assign or transfer) all or any of the rights, benefits and obligations
      which you may acquire under the Agreement or with (or through)
  whom you enter into (or may potentially enter into) any
sub-participation in relation to, or any other transaction under which payments
are to be made by reference to, the Agreement or the Borrower or any member of
the Group so long as that person has delivered a letter to you in equivalent
form to this letter; and 



________________________



	2 	
      Delete if addressee is acting as broker or
  agent.

	 	 
	3 	
      Delete if addressee is acting as
  principal.



141 






	2.4 	
      (i) where requested or required by any court of competent
      jurisdiction or any competent judicial, governmental, supervisory or
      regulatory body, (ii) where required by the rules of any stock exchange on
      which the shares or other securities of any member of the Purchaser Group
      are listed or (iii) where required by the laws or regulations of any
      country with jurisdiction over the affairs of any member of the Purchaser
      Group.




	3. 	
      NOTIFICATION OF REQUIRED OR UNAUTHORISED
      DISCLOSURE

	 	 
		
      You agree (to the extent permitted by law) to inform us
      of the full circumstances of any disclosure under paragraph 2.4 or upon
      becoming aware that Confidential Information has been disclosed in breach
      of this letter.

	 	 
	4. 	
      RETURN OF COPIES

	 	 
		
      If we so requested in writing, you shall return all
      Confidential Information supplied to you by us and destroy or permanently
      erase all copies of Confidential Information made by you and use all
      reasonable endeavours to ensure that anyone to whom you have supplied any
      Confidential Information destroys or permanently erases such Confidential
      Information and any copies made by them, in each case save to the extent
      that you or the recipients are required to retain any such Confidential
      Information by any applicable law, rule or regulation or by any competent
      judicial, governmental, supervisory or regulatory body or in accordance
      with internal policy, or where the Confidential Information has been
      disclosed under paragraph 2 above.

	 	 
	5. 	
      CONTINUING OBLIGATIONS

	 	 
		
      The obligations in this letter are continuing and, in
      particular, shall survive the termination of any discussions or
      negotiations between you and us. Notwithstanding the previous sentence,
      the obligations in this letter shall cease (a) if you become a party to or
      otherwise acquire (by assignment or sub-participation) an interest, direct
      or indirect, in the Agreement or (b) 12 (twelve) months after you have
      returned all Confidential Information supplied to you by us and destroyed
      or permanently erased all copies of Confidential Information made by you
      (other than any such Confidential Information or copies which have been
      disclosed under paragraph 2 above (other than sub-paragraph 2.4 above) or
      which, pursuant to paragraph 4 above, are not required to be returned or
      destroyed).

	 	 
	6. 	
      NO REPRESENTATION, CONSEQUENCES OF BREACH,
    ETC

	 	 
		
      You acknowledge and agree
that:




	6.1 	
      neither we [nor our principal]4 nor any
      member of the Group nor any of our or their respective officers, employees
      or advisers (each a Relevant Person) (i) make any representation or
      warranty, express or implied, as to, or assume any responsibility for the
      accuracy, reliability or completeness of any of the Confidential
      Information or any other information supplied by us or the assumptions on
      which it is based or (ii) shall be under any obligation to update or
      correct any inaccuracy in the Confidential
Information or any other information supplied by us or be otherwise liable
to you or any other person in respect to the Confidential Information or any
such information; and 



___________________



	4 	
      Delete if letter is sent out by the Seller rather than
      the Seller’s broker or agent.



142 






	6.2 	
      we [or our principal]5 or members of
      the Group may be irreparably harmed by the breach of the terms hereof and
      damages may not be an adequate remedy; each Relevant Person may be granted
      an injunction or specific performance for any threatened or actual breach
      of the provisions of this letter by you.




	7. 	
      SOLE AGREEMENT, NO IMPLIED TERMS, NO VARIATION,
      EXTENSIONS AND WAIVERS




	7.1 	
      This letter constitutes the sole record of the agreement
      between us and you (each, a Party, and collectively the
      Parties) in regard to the subject matter hereof.

	 	 
	7.2 	
      No Party shall be bound by any express or implied term,
      representation, warranty, promise or the like, not recorded in this
      letter.

	 	 
	7.3 	
      No addition to, variation or consensual cancellation of
      this letter and no extension of time, waiver or relaxation or suspension
      of any of the provisions or terms hereof shall be of any force or effect
      unless in writing and signed by or on behalf of all the Parties.

	 	 
	7.4 	
      No latitude, extension of time or other indulgence which
      may be given or allowed by any Party to any other Party in respect of the
      performance of any obligation hereunder or enforcement of any right
      arising from this letter and no single or partial exercise of any right by
      any Party shall under any circumstances be construed to be an implied
      consent by such Party or operate as a waiver or a novation of, or
      otherwise affect any of that Party’s rights in terms of or arising from
      this letter or estop such Party from enforcing, at any time and without
      notice, strict and punctual compliance with each and every provision or
      term hereof.




	8. 	
      INSIDE INFORMATION

	 	 
		
      You acknowledge that some or all of the Confidential
      Information is or may be price-sensitive information and that the use of
      such information may be regulated or prohibited by applicable legislation
      relating to insider dealing and you undertake not to use any Confidential
      Information for any unlawful purpose.

	 	 
	9. 	
      NATURE OF UNDERTAKINGS

	 	 
		
      The undertakings given by you under this letter are given
      to us and (without implying any fiduciary obligations on our part) are
      also given by the benefit of [our principal]6 the
      Borrower and each other member of the Group.

	 	 
	10. 	
      GOVERNING LAW AND JURISDICTION

	 	 
		
      This letter (including the agreement constituted by your
      acknowledgment of its terms) shall be governed by and construed in
      accordance with the laws of South Africa and the parties submit to the
      non-exclusive jurisdiction of the High Court of South Africa (Gauteng
      Local Division, Johannesburg) (or any successor to that Division) in
      regard to all matters arising from this
letter.



____________________



	5 	
      Delete if letter is sent out by the Seller rather than
      the Seller’s broker or agent.

	 	 
	6 	
      Delete if letter is sent out by the Seller rather than
      the Seller’s broker or agent.



143 





	11. 	
      DEFINITIONS

	 	 
		
      In this letter, terms defined in the Agreement shall,
      unless the context otherwise requires, have the same meaning and the words
      and expressions set forth below shall bear the following meanings and
      cognate expressions shall bear corresponding meanings:

	 	 
		
      Borrower shall bear the meaning defined in the
      Agreement;

	 	 
		
      Confidential Information means any information
      relating to the Borrower, the Group, the Agreement and/or the Acquisition
      provided to you by us or any of our affiliates or advisers, in whatever
      form, and includes information given orally and any document, electronic
      file or any other way of representing or recording information which
      contains or is derived or copied from such information but excludes
      information that (a) is or becomes public knowledge other than as a direct
      or indirect result of any breach of this letter or (b) is known by you
      before the date the information is disclosed to you by us or any of our
      affiliates or advisers or is lawfully obtained by you thereafter, other
      than from a source which is connected with the Group and which, in either
      case, as far as you are aware, has not been obtained in violation of, and
      is not otherwise subject to, any obligation of confidentiality;

	 	 
		
      Group shall bear the meaning defined in the
      Agreement;

	 	 
		
      Permitted Purpose means [subject to the terms
      of this letter, passing on information to a prospective purchaser for the
      purpose of]7 considering and evaluating whether to enter
      into the Acquisition; and

	 	 
		
      Purchaser Group means you, and each of your
      affiliates.



Please acknowledge your agreement to the above by signing and
returning the enclosed copy. 

Yours faithfully 

	7 	
      Delete if addressee is acting as
  principal.



144 




SCHEDULE 11 

DISCLOSURE SCHEDULE 

145 




SCHEDULE 12 

DORMANT SUBSIDIARIES 


		Name of Dormant
      Subsidiary 	Jurisdiction of
      Incorporation 	Registration number (or
    equivalent, if any) 
	1. 	Cash Paymaster Services (Kwa-Zulu
      Natal) Proprietary Limited 	South Africa 	1997/013382/07 
	2. 	Cash Paymaster Services
      (Northern) Proprietary Limited 	South Africa 	1996/017600/07 
	3. 	Cash Paymaster Services (Northwest)
      Proprietary Limited 	South Africa 	1996/011197/07 
	4. 	Friedland 035 Investments
      Proprietary Limited 	South Africa 	2000/003245/07 



146