Net 1 UEPS Technologies, Inc.: Exhibit 10.76- Filed by newsfilecorp.com






  


Exhibit 10.76

	To: 	NET1 APPLIED TECHNOLOGIES SOUTH
      AFRICA PROPRIETARY LIMITED 
	  	Sixth Floor 	  
	  	President Place 
	  	Corner of Jan Smuts Avenue and Bolton
      Road 
	  	Rosebank, 2196 
	  	  	  
	  	Email: 	hermank@net1.com 
	  	Attention: 	Herman Kotze 
	  	  	  
	From: 	FIRSTRAND BANK LIMITED (ACTING
      THROUGH ITS RAND MERCHANT BANK DIVISION) (in its capacity as
      Arranger, Original Senior Lender and Facility 
	  	Agent under the CTA (defined below))    
	  	  	  
	From: 	NEDBANK LIMITED (ACTING THROUGH
      ITS CORPORATE AND INVESTMENT BANKING DIVISION) (in its capacity
      as Arranger and Original 
	  	Senior Lender under the CTA (defined
      below)) 


26 July, 2017 

Dear Sirs, 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED
SENIOR TERM LOAN FACILITIES 

	1. 	
      BACKGROUND




	1.1 	
      We refer to the common terms agreement dated on or about
      21 July, 2017 between, amongst others, Net1 Applied Technologies South
      Africa Proprietary Limited (the Company) and FirstRand Bank Limited
      (acting through its Rand Merchant Bank division) and Nedbank Limited
      (acting through its Corporate and Investment Banking division) (as
      original senior lenders and mandated lead arrangers) and FirstRand Bank
      Limited (acting through its Rand Merchant Bank division) (as facility
      agent) (the CTA).

	 	 
	1.2 	
      This letter is supplemental to and amends the CTA
      pursuant to clause 34 (Amendments and waivers) of the
  CTA.




	2. 	
      INTERPRETATION




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

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

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




	3. 	
      AMENDMENTS




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








	3.2 	
      The CTA will be amended as
follows:




	3.2.1 	
      deleting Clause 3.1 of the CTA in its entirety and
      replacing it with the following new Clause
3.1:




	 	"3.1 	Purpose 
	 	  	  
		3.1.1 	The Borrower shall apply all amounts
      borrowed by it under Senior Facility A to fund the acquisition of
      the Cell C Shares and for no other purpose whatsoever. 
	 	  	  
		3.1.2 	The Borrower shall apply all amounts
      borrowed by it under Senior Facility B to fund the acquisition of
      the Cell C Shares and for no other purpose whatsoever and all
      amounts borrowed by it under Senior Facility C to:




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

	 	 	 
	 	(b) 	
      fund capital expenditure requirements of the Group;
      and

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



and for no other purpose
whatsoever." 

	3.2.2 	
      deleting Clause 7.6 of the CTA in its entirety and
      replacing it with the following new Clause
7.6:




	 	"7.6 	Mandatory prepayment - Subscription
      failure 


If the Subscription does not occur
on the Subscription Date, the Borrower shall repay each Lender's participation
in the Senior Facility A Loan and Senior Facility B Loan (together with all
other Senior Facility Outstandings due to that Lender) on the earlier of (a) the
date upon which the Funds Flow Bank (as defined in the Master Implementation and
Funds Flow Agreement) returns the amount deposited in the Net 1 Funds Flow
Account (as defined in the Master Implementation and Funds Flow Agreement) to
the Borrower under clause 2.3.2 of the Master Implementation and Funds Flow
Agreement and (b) the last day of the Interest Period for the Senior Facility A
Loan and Senior Facility B Loan following the failure of the Subscription to
occur on the Subscription Date." 

	3.2.3 	
      deleting paragraph 9.3 of Schedule 2 (Conditions
      precedent) to the CTA its entirety and replacing it with the following new
      paragraph 9.3:




		"9.3 	Evidence that an amount of not less than
      R750,000,000 is standing to the credit of the Net1 Funds Flow
      Account (as defined in the Master Implementation and Funds Flow
      Agreement)." 



	3.2.4 	
      inserting a new paragraph 9.6 after paragraph 9.5 of
      Schedule 2 (Conditions precedent) to the CTA which
reads:




		"9.6 	
      Evidence that, following completion of the acquisition
      of the DNI Shares and the funding by the Borrower of the Net1 Funds
      Flow Account in an amount of R750,000,000, an aggregate amount of
      not less than R500,000,000 is standing to the credit of the
      Obligors (other than Holdco) bank accounts held by them with
      Nedbank Limited." 








	4. 	
      UNDERTAKING

	 	 
		
      If the Subscription does not occur on the Subscription
      Date, the Borrower shall immediately instruct the Funds Flow Bank (as
      defined in the Master Implementation and Funds Flow Agreement) to transfer
      an amount of R1,250,000,000 from the Net1 Funds Flow Account to the bank
      account of the Facility Agent specified in Clause 30.1.2 (Payment
      mechanics) of the CTA.

	 	 
	5. 	
      REPRESENTATIONS

	 	 
		
      Each Obligor confirms to each Finance Party that on the
      date of this letter and on the Effective Date, all the representations and
      warranties set out in clause 19 of the CTA:




	5.1 	
      are true; and

	 	 
	5.2 	
      would also be true if references to the CTA were
      construed as references to the CTA as amended by this
  letter.



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

	6. 	
      GUARANTEE AND SECURITY
  CONFIRMATION




	6.1 	
      Each Guarantor confirms that, notwithstanding the
      amendments to the CTA effected by this letter, the guarantee and indemnity
      given under the CTA continues in full force and effect and extends to, and
      operates as an effective unconditional guarantee of all present and future
      obligations and liabilities of each Obligor under the Finance
      Documents.

	 	 
	6.2 	
      Each Obligor confirms that, notwithstanding the
      amendments to the CTA effected by this letter, the liabilities and
      obligations arising under the CTA, as amended, shall form part of (but not
      be limited to) the Security created under the Security Agreements to which
      that Obligor is party to secure any obligation of any Obligor to a Finance
      Party under the Finance Documents.




	7. 	
      MISCELLANEOUS




	7.1 	
      This letter is a Finance Document.

	 	 
	7.2 	
      From the Effective Date, the CTA and this letter will be
      read and construed as one document.

	 	 
	7.3 	
      Except as expressly otherwise provided in this letter, no
      amendment, variation or change is made to any Finance Document and all the
      Finance Documents remain in full force and effect in accordance with their
      terms.

	 	 
	7.4 	
      Except to the extent expressly waived in this letter, no
      waiver of any provision of any Finance Document is given by the terms of
      this letter and the Finance Parties expressly reserve all their rights and
      remedies in respect of any breach of, or other Default under, the Finance
      Documents.




	8. 	
      COUNTERPARTS

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








	9. 	
      GOVERNING LAW

	 	 
		
      This letter is governed by the laws of South
    Africa.



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





Yours sincerely, 

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

(in its capacity as Arranger, Original Senior Lender and
Facility Agent) 

By: 


	/s/ Christo Welthagen 	/s/ Niel van Zyl 
	Name: 	Christo Welthagen 	Name: 	Niel van Zyl 
	Date: 	26 July 2017 	Date: 	26 July 2017 



NEDBANK LIMITED (ACTING THROUGH ITS CORPORATE AND INVESTMENT
BANKING DIVISION) 

(in its capacity as Arranger and Original Senior Lender) 

By: 

	/s/ Paul
      Bailey	/s/
    Stuart Harrison
	Name: 	Paul Bailey 	Name:	 Stuart Harrison 
	Date: 	26 July 2017 	Date:	 26 July 2017







We agree to the above. 


	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA
      PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 





	NET1 UEPS TECHNOLOGIES, INC 
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 




	CASH PAYMASTER SERVICES PROPRIETARY LIMITED
      
	By:  	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 

 






	EASYPAY PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 





	MANJE MOBILE ELECTRONIC PAYMENT SERVICES
      PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 





	MONEYLINE FINANCIAL SERVICES PROPRIETARY
      LIMITED 
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 









	NET1 FIHRST HOLDINGS PROPRIETARY LIMITED
    
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 





	NET1 FINANCE HOLDINGS PROPRIETARY LIMITED
    
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 





	NET1 MOBILE SOLUTIONS PROPRIETARY LIMITED
    
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 









	NET1 UNIVERSAL ELECTRONIC TECHNOLOGICAL
      SOLUTIONS PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/ Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 





	PRISM HOLDINGS PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 





	PRISM PAYMENT TECHNOLOGIES PROPRIETARY LIMITED
      
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017 









	RMT SYSTEMS PROPRIETARY LIMITED 
	By: 	  
	  	  
	/s/
      Herman Kotzé
	(who warrants his authority) 
	Name: 	Herman Kotzé 
	Date: 	26 July 2017