SECOND AMENDMENT AND RESTATEMENT AGREEMENT DATED 26 SEPTEMBER, 2018 between NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED (as borrower) with NET1 UEPS TECHNOLOGIES, INC (Holdco) arranged by FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND...

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

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

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

FIRSTRAND BANK LIMITED (acting through its RAND MERCHANT BANK division) and NEDBANK LIMITED (acting through its CORPORATE AND INVESTMENT BANKING division), as mandated lead arrangers (in this capacity, the Arrangers);

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

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

This Agreement is supplemental to, amends and restates (but does not novate) the Original Common Terms Agreement (defined below).

The Parties have consented to the amendments to the Original Common Terms Agreement contemplated by this Agreement.

INTERPRETATION

Definitions

In this Agreement:

Amended & Restated Common Terms Agreement means the Original Common Terms Agreement, as amended and restated pursuant to this Agreement.

Amendment Document means:

this Agreement; and

the Amended & Restated Common Terms Agreement;

Effective Date means the date on which the Facility Agent issues the notice referred to in Clause 2.1 (Effective Date).

Original Common Terms Agreement means the written agreement entitled "Common Terms Agreement", dated 21 July, 2017, between, among others, the Borrower (as borrower), the Original Senior Lenders and the Facility Agent (as agent of the other Finance Parties) as amended pursuant to the First Amendment and Restatement Agreement dated 9 March, 2018.

Party means a party to this Agreement.

Senior Facility E Agreement means the written agreement entitled "Senior Facility E Agreement", dated on or about the Signature Date, between the Borrower (as borrower), the Original Senior Facility E Lender and the Facility Agent.

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.

Unless expressly otherwise defined in this Agreement, terms and expressions defined in the Amended & Restated Common Terms Agreement have the same meaning in this Agreement.

Construction

The provisions of clause 1 (Definitions and Interpretation), Clause 33 (Notices) and Clause 36 (General Provisions) of the Amended & Restated Common Terms Agreement apply to this Agreement as though they were set out in full in this Agreement, except that references to the Amended & Restated Common Terms Agreement are to be construed as references to this Agreement.

EFFECTIVE DATE

The Original Common Terms Agreement will not be amended by this Agreement unless the Facility Agent notifies the Borrower and the Lenders that:

it has received a copy of this Agreement duly signed by each Party; and

the Borrower has delivered to the Facility Agent all the documents set out in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lenders.

The Facility Agent must give this notification as soon as reasonably practicable. The requirements set out in this Clause 2.1 are for the benefit solely of the Finance Parties. The Facility Agent, acting on the instructions of all the Lenders, may waive or defer delivery of any or all of the documents set out in Schedule 2 (Conditions Precedent), subject to such other conditions (if any) as it may determine (acting on the instructions of all the Lenders).

If the Facility Agent does not give the notice contemplated in Clause 2.1 above to the Borrower and the Lenders on or before 23:59 on 30 September, 2018 (or such later date agreed by the Facility Agent), the Original Common Terms Agreement shall not be amended as provided in this Agreement.

AMENDMENTS

Amendment and restatement of Finance Documents

Subject to the terms of this Agreement, on and with effect from the Effective Date the Original Common Terms Agreement will be amended so that it reads as if it were restated in the form set out in Schedule 3 (Amended and Restated Common Terms Agreement).

Finance Documents

On and with effect from the Effective Date, any reference in a Finance Document to the "Common Terms Agreement" shall be a reference to that agreement as amended and restated pursuant to this Agreement.

REPRESENTATIONS AND WARRANTIES

Status

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

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

Capacity, power and authority

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.

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.

Binding obligations

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.

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

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:

any law or regulation applicable to it;

its or any of its Subsidiaries' constitutional documents; or

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.

Authorisations

Except as expressly set out in Schedule 10 (Disclosure Schedule) of the Original Common Terms Agreement, all authorisations required:

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;

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

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.

Repeating Representations

The Repeating Representations:

are true; and

would also be true if references to the Original Common Terms Agreement were construed as references to the Original Common Terms Agreement as amended by this Agreement.

GUARANTEES

On the Effective Date, each Obligor:

confirms its acceptance of the Amendment Documents;

agrees that it is bound as an Obligor by the terms of the Amendment Documents; and

(if a Guarantor) confirms that its guarantee under clause 18 (Guarantee and Indemnity) of the Original Common Terms Agreement and under any other Finance Document entered into with a Finance Party:

continues in full force and effect on the terms of the Amended & Restated Common Terms Agreement; and

extends to the obligations of the Obligors under the Amendment Documents (including the Amended & Restated Common Terms Agreement) and the Senior Facility E Agreement.

SECURITY

On the Effective Date, each Obligor confirms that:

any Security created by it under the Security Documents extends to the obligations of the Obligors under the Finance Documents (including the Amended & Restated Common Terms Agreement) and the Senior Facility E Agreement; and

the Security created under each Security Document to which it is a party continues in full force and effect on the terms of the respective Security Documents.

UNDERTAKINGS

Within 10 Business Days of the Effective Date, the Borrower shall notify the lessors where the static automatic teller machines are situated in writing that any cash in such in such automatic teller machines belongs to the Borrower and not the lessee (the owner of the static automatic teller machines).

MISCELLANEOUS

This Agreement is a Finance Document.

The Original Common Terms Agreement and this Agreement will, from the Effective Date, be read and construed as one document.

Except as otherwise provided in this Agreement, the Finance Documents remain in full force and effect without any amendment whatsoever.

Except to the extent expressly waived in this Agreement, no waiver is given by this Agreement and the Lenders expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

GOVERNING LAW

This Agreement is governed by the laws of South Africa.

COUNTERPARTS

This Agreement 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 Agreement.

ORIGINAL OBLIGORS

A copy of the constitutional documents of each Original Obligor.

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:

approving the terms of, and the transactions contemplated by, this Agreement and (in the case of the Borrower) the Senior Facility E Agreement and resolving that it execute this Agreement and (in the case of the Borrower) the Senior Facility E Agreement;

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 of this Agreement and (in the case of the Borrower) the Senior Facility E Agreement;

authorising a specified person or persons to execute this Agreement and (in the case of the Borrower) the Senior Facility E Agreement on its behalf; and

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 this Agreement and (in the case of the Borrower) the Senior Facility E Agreement.

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 this Agreement and (in the case of the Borrower) the Senior Facility E Agreement.

A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.

A certificate of the Borrower and each other Original Obligor (signed by a director or other authorised signatory):

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.

certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Effective Date.

A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Effective Date that:

no Default or Event of Default has occurred or is continuing or will result from the execution of this Agreement and the Senior Facility E Agreement;

the representations and warranties set out in Clause 19 (Representations) of the Amended & Restated Common Terms Agreement are true and correct in all respects;

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;

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.

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.

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.

Legal opinions

A legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 this Agreement and the Senior Facility E Agreement.

A legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 this Agreement and the Senior Facility E Agreement and the due execution of this Agreement and the Senior Facility E Agreement.

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 this Agreement and the due execution of this Agreement.

Finance Documents

An original of each of the following Finance Documents duly entered into by each Party to it:

this Agreement;

the Intercreditor Agreement;

the Senior Facility E Agreement;

the Senior Facility E Security Cession;

the Senior Facility E Cash Pledge; and

a Fee Letter.

A copy of all notices required to be sent, acknowledgements required to be delivered and other documents required to be executed under the Senior Facility E Security Cession and Senior Facility E Cash Pledge, duly executed by the persons party thereto.

Credit Approval

The approval of the credit committee of each Original Lender of the grant of Senior Facility E to the Borrower under the Finance Documents.

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.

Other documents and evidence

A copy of the Fidelity Insurance Policy.

A copy of the Fidelity Cash-in-Transit Agreement.

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.

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

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

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

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) and NEDBANK LIMITED (ACTING THROUGH ITS CORPORATE AND INVESTMENT BANKING DIVISION), as mandated lead arrangers (in this capacity, the Arrangers);

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

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as agent of the other Finance Parties (the Facility Agent).

DEFINITIONS AND INTERPRETATION

Definitions

Acceptable Bank means:

any of Absa Bank Limited, Capitec Bank Limited, FirstRand Bank Limited, ▇▇▇▇▇▇▇▇ Bank Limited, Investec Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited;

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 ▇▇▇▇▇'▇ Investor Services Limited, or a comparable rating from an internationally recognised credit rating agency; or

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

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

Additional Guarantor means a person which becomes an Additional Guarantor in accordance with Clause 25.2 (Additional Guarantors);

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

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;

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;

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;

Auditors means Deloitte, or any other firm appointed or otherwise approved in advance by the Facility Agent in accordance with Clause 20.5.2 (Auditors);

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

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

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

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;

Available Distribution Amount means, at any relevant time, the maximum amount that the Borrower is entitled to pay to Holdco by way of cash distribution at that time, as determined in accordance with the conditions set out in Clause 22.19.2 (Distributions);

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

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 three months (a Broken JIBAR Period), the rate determined in accordance with the following formula:

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;

Cash Distribution has the meaning given to it in Clause 22.19.2 (Distributions);

Cash Distribution Prepayment Amount has the meaning given to it in Clause 22.19.2(f) (Distributions);

Cell C means Cell C Proprietary Limited (registration number 1999/007722/07), a company registered under the laws of South Africa;

Cell C Shares means 75,000,000 shares in the share capital of Cell C;

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

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

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;

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

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

Commitment means a Senior Facility A Commitment, a Senior Facility B Commitment, a Senior Facility C Commitment, a Senior Facility D Commitment or a Senior Facility E Commitment;

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

Compliance Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate) or otherwise in the agreed form;

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:

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

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

is or becomes public information other than as a result of any breach by that Finance Party of Clause 35 (Confidentiality); or

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

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;

Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out in Schedule 9 (Form of Confidentiality Undertaking) or otherwise in the agreed form;

Default means:

an Event of Default; or

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;

Disruption Event means either or both of:

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

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:

from performing its payment obligations under the Finance Documents; or

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

DNI means DNI-4PL Contracts Proprietary Limited (registration number 2005/040937/07), a company registered under the laws of South Africa;

DNI Shares means 44,999,999 shares in the share capital of DNI;

Dormant Subsidiary means each member of the Group listed in Schedule 11 (Dormant Subsidiaries);

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

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

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

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

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;

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

the pollution or protection of the Environment;

harm to or the protection of human health; or

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;

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;

Event of Default means any event or circumstance specified in Clause 23 (Events of Default);

FATCA means:

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;

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

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;

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

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

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 12 (Fees);

Fidelity Insurance Policy means the contract or policy of insurance with Senate Transit Underwriters Managers Proprietary Limited insuring cash-in-transit taken out by or on behalf of the Borrower on or about 25 September, 2018;

Fidelity Cash-in-Transit Agreement means the cash-in transit agreement dated on or about 26 September, 2018 between Fidelity Cash Solutions Proprietary Limited and the Borrower;

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

Final Discharge Date means the date on which:

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

no Finance Party has any commitment whatsoever to provide finance or any other form of credit or financial accommodation to any person under any Finance Document,

Finance Document means:

this Agreement;

the First Amendment and Restatement Agreement;

the Second Amendment and Restatement Agreement;

each Senior Facility Agreement;

the Subordination Agreement;

the Master Implementation and Funds Flow Agreement;

each Security Document;

any Fee Letter;

the Intercreditor Agreement;

a Transfer Certificate;

any Accession Letter;

any Resignation Letter;

any Utilisation Request;

a Compliance Certificate;

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

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

Financial Indebtedness means any indebtedness for or in respect of:

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

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

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

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;

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

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

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the ▇▇▇▇-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);

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);

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

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

First Amendment and Restatement Agreement means the written agreement entitled "First Amendment and Restatement Agreement", dated on or about 9 March, 2018, between, amongst others, the Borrower (as borrower), the Original Senior Facility D Lender (as lender) and the Facility Agent;

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

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

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;

Guarantor means an Original Guarantor or an Additional Guarantor;

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

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;

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;

Intellectual Property Rights means:

any know-how, patent, trade ▇▇▇▇, service ▇▇▇▇, design, invention, trading or business name, domain name, topographical or similar right;

any copyright, data base or other intellectual property right; or

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

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

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

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

ITA means the Income Tax Act 58 of 1962;

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

the applicable Screen Rate; or

(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,

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

the applicable Screen Rate; or

(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,

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;

Lenders means:

the Senior Facility A Lenders;

the Senior Facility B Lenders;

the Senior Facility C Lenders;

the Senior Facility D Lenders; and

the Senior Facility E Lenders,

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;

Longstop Date means 31 July, 2017;

Master Implementation and Funds Flow Agreement means the implementation and funds flow agreement, dated on or about 14 July, 2017, between, among others, Cell C and the Borrower;

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

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

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

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;

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:

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;

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;

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

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)), except that references to the Borrower will be construed as references to that Subsidiary, company or business.

each Original Guarantor (other than the Borrower);

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

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

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);

Moneyline means Moneyline Financial Services Proprietary Limited (registration number 1998/020799/07), a company registered under the laws of South Africa;

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:

(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;

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

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;

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

Original Financial Statements means the audited consolidated financial statements of the Borrower for the financial year ended 30 June, 2016;

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

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);

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);

Original Senior Facility C Lender means each Original Senior Facility A Lender;

Original Senior Facility D Lender means the Original Senior Lender which has a Senior Facility D Commitment set opposite its name in Column 6 (Senior Facility D Commitment) of the table in Part II of Schedule 1 (The Original Parties);

Original Senior Facility E Lender means the Original Senior Lender which has a Senior Facility E Commitment set opposite its name in Column 7 (Senior Facility E Commitment) of the table in Part II of Schedule 1 (The Original Parties);

Party means a party to this Agreement;

Permitted Acquisition has the meaning given to that term in Clause 22.9 (Acquisitions);

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;

Permitted Disposal has the meaning given to that term in Clause 22.6 (Disposals);

Permitted Distribution has the meaning given to that term in Clause 22.19.1 (Distribution);

Permitted Encumbrance has the meaning given to that term in Clause 22.4 (Negative pledge);

Permitted Financial Indebtedness has the meaning given to that term in Clause 22.5 (Financial Indebtedness);

Permitted Guarantee has the meaning given to that term in Clause 22.12 (Third party guarantees);

Permitted Loan has the meaning given to that term in Clause 22.11 (Loans out);

Permitted Share Issue has the meaning given to that term in Clause 22.18.2 (Share capital);

Permitted Treasury Transaction has the meaning given to that term in Clause 22.13 (Treasury Transactions);

Pro Rata Share means, at any time:

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;

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;

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;

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;

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;

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

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

a Sanctioned Entity; or

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,

the United Nations;

the European Union;

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

the government of the United States of America;

the government of the United Kingdom;

the government of the Republic of France,

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

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

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 3M YLD" at the applicable time; or

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;

Second Amendment and Restatement Agreement means the written agreement entitled "Second Amendment and Restatement Agreement", dated on or about 26 September, 2018, between, amongst others, the Borrower (as borrower), the Original Senior Facility E Lender (as lender) and the Facility Agent;

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;

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

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

Security Cession & Pledge means the pledge and cession in securitatem debiti of all the shares, securities and other ownership interests it holds in Cell C and DNI with all its debt claims (on shareholder loan account or otherwise) against any such person;

each Security Agreement; and

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;

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

Senior Facility A Agreement means the R750,000,000 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);

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

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

any Original Senior Facility A Lender; and

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 24 (Changes to the Lenders),

Senior Facility A Outstandings means at any time, in relation to a Senior Facility A 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 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);

Senior Facility B Agreement means the R500,000,000 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);

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

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

any Original Senior Facility B Lender; and

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 24 (Changes to the Lenders),

Senior Facility B Outstandings means at any time, in relation to a Senior Facility B 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 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);

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

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);

Senior Facility D Agreement means the R210,000,000 amortising term loan facility agreement, dated on or about the date of the First Amendment and Restatement Agreement, between the Original Senior Facility D Lenders, the Facility Agent and the Borrower (as borrower);

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

in relation to any other Senior Lender, the amount of any Senior Facility D Commitment transferred to it under this Agreement,

the Original Senior Facility D Lender; and

any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Facility D Lender after the Signature Date in accordance with Clause 24 (Changes to the Lenders),

Senior Facility D Outstandings means at any time, in relation to a Senior Facility D 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 D 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);

Senior Facility E Agreement means the R1,500,000,000 facility agreement, dated on or about the date of the Second Amendment and Restatement Agreement, between the Original Senior Facility E Lenders, the Facility Agent and the Borrower (as borrower);

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

in relation to any other Senior Lender, the amount of any Senior Facility E Commitment transferred to it under this Agreement,

the Original Senior Facility E Lender; and

any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Facility E Lender after the Signature Date in accordance with Clause 24 (Changes to the Lenders),

Senior Facility E Outstandings means at any time, in relation to a Senior Facility E 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 E 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);

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

Senior Facility Outstandings means the Senior Facility A Outstandings, the Senior Facility B Outstandings, the Senior Facility C Outstandings, the Senior Facility D Outstandings and the Senior Facility E Outstandings;

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

the subscription price received by the Borrower in respect of shares subscribed for in the share capital of Borrower provided such share issue is a Permitted Share Issue under Clause 22.18.2(f) (Share capital); and

the proceeds of loans advanced to the Borrower by Holdco where any Financial Indebtedness arising as a result is Permitted Financial Indebtedness under Clause 22.5 (Financial Indebtedness);

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);

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

the Total Senior Facility A Commitments;

the Total Senior Facility B Commitments;

the Total Senior Facility C Commitments;

the Total Senior Facility D Commitments; and

the Total Senior Facility E Commitments;

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;

the proposed Transfer Date specified in the Transfer Certificate; and

the date on which the Facility Agent executes the Transfer Certificate;

Financial definitions

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:

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

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;

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

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,

Cash Equivalents means, at any time:

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

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

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

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

any other debt security expressly approved by the Facility Agent,

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):

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

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;

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

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;

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;

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

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;

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

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

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":

does not include any Permitted Financial Indebtedness pursuant to Clause 22.5.3 (Financial Indebtedness);

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

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;

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;

Interest means:

interest and amounts in the nature of interest accrued;

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

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;

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

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

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

Measurement Date means:

30 September, 2017; and

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

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

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;

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

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.

Construction

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

any Arranger, the Facility Agent, any Finance Party, 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;

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;

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

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

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

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

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;

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;

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;

a guarantee means (other than in Clause 18 (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;

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;

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;

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;

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;

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;

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

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

a time of day is a reference to Johannesburg time.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Unless the contrary intention appears:

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

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

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).

Third party rights

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.

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.

THE SENIOR FACILITIES

Senior Facility A

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 term loan facility in an aggregate amount equal to the Total Senior Facility B Commitments.

Senior Facility C

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.

In this Clause 2.3:

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

if Total Senior Facility C Commitments or Senior Facility B Outstandings 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);

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;

Senior Facility A Voluntary Prepayment Date means a date on which the Borrower makes a voluntary prepayment, pursuant to Clause 7.7 (Voluntary prepayments), of an outstanding principal amount of the Senior Facility A Loan in accordance with the payment mechanics set out in Clause 30.1 (Payment mechanics);

Senior Facility C Commitment, at any time with respect to any Senior Facility C Lender, means 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 to the extent not cancelled, reduced or transferred by it under this Agreement;

Senior Facility C Lenders means:

the Senior Facility A Lenders as at each Senior Facility A Voluntary Prepayment Date (which will include an Original Senior Facility C Lender to the extent it is a Senior Facility A Lender on any such date); and

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 24 (Changes to the Lenders),

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 7.7 (Voluntary prepayments) at that time, provided that:

if there is no Senior Facility A Loan disbursed under this Agreement and the Senior Facility A Agreement; or

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 7.7 (Voluntary prepayments),

Senior Facility D

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

Senior Facility E

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

Finance Parties' rights and obligations

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.

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 2.6.3. 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.

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

PURPOSE

Purpose

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.

The Borrower shall apply all amounts borrowed by it under Senior Facility B and Senior Facility C to:

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

fund capital expenditure requirements of the Group; and

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

The Borrower shall apply all amounts borrowed by it under Senior Facility D to fund working capital and general corporate (including acquisitions) requirements of the Group and for no other purpose whatsoever.

The Borrower shall apply all amounts borrowed by it under Senior Facility E for purposes of ordering cash to provide a cash float for the Group's static automated teller machines and for no other purpose whatsoever.

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.

CONDITIONS OF UTILISATION

Initial conditions precedent

A Utilisation Request may not be given (and a Lender shall have no obligation to 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.

Further conditions precedent

Subject to the terms of this Agreement, a Lender will only be obliged to 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:

the Repeating Representations are correct in all material respects; and

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

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.

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.

UTILISATION

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.

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.

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.

PREPAYMENT AND CANCELLATION

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 maintain its participation in any Loan:

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

upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled;

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).

Mandatory prepayment - sanctions

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

is or becomes a Sanctioned Entity;

participates in any manner in any Sanctioned Transaction,

If any event contemplated by Clause 7.2.1 occurs, the following shall apply:

upon the Facility Agent receiving a notice from an Obligor under Clause 7.2.1 or a similar notice from any Finance Party, it shall notify the Lenders as soon as reasonably practicable;

a Lender shall not be obliged to fund any Utilisation;

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 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).

Mandatory prepayment - change of control or transfer of business

If, at any time:

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

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);

the International Finance Corporation, an international organization established by articles of agreement among its member countries, including South Africa, (the IFC) gives notices of its intention to exercise its rights under the shareholders' agreement of Holdco to require Holdco to purchase any or all of the shares of common stock of Holdco held by the IFC;

subject to Clause 7.3.2, 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;

subject to Clause 7.3.2, 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); or

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,

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

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.

A Control Event shall not occur:

in relation to Clause 7.3.1(d) 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; or

in relation to Clause 7.3.1(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 25 per cent. pursuant to a Permitted BEE Transaction.

For purposes of this Clause:

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

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):

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;

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

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

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

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

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

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.

Mandatory prepayment - material disposal and insurance proceeds

In this Agreement:

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;

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;

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

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;

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

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;

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;

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);

of a disposal referred to in Clauses 22.6.1, 22.6.2, 22.6.3 (but only where the disposing entity is an Obligor and the acquiring entity is also an Obligor), 22.6.5, 22.6.6, 22.6.7, 22.6.8, 22.6.10, 22.6.11 or 22.6.12 (Disposals); or

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

which are received under the policy of insurance taken out by the Borrower with Senate Transit Underwriters Managers Proprietary Limited on or about the Second Amendment and Restatement Date;

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;

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

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;

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.

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 8 (Prepayment Offers and Priorities).

Mandatory prepayment - Moneyline

In this Agreement:

The Borrower must notify the Facility Agent promptly upon becoming aware of the occurrence of a Moneyline Event.

Following the occurrence of a Moneyline Event, if a member of the Group receives any Moneyline Proceeds, the Borrower shall offer to prepay Utilisations and other Senior Facility Outstandings in an amount equal to the balance of those Moneyline Proceeds, and procure that the Moneyline 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 8 (Prepayment Offers and Priorities).

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 (together with all other Senior Facility A Outstandings due to that Lender) on or before the last day of the Interest Period for the Senior Facility A Loan following the failure of the Subscription to occur on the Subscription Date.

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).

Voluntary cancellation

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.

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.

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

If:

any sum payable to any Lender by an Obligor is required to be increased under Clause 13.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14 (Changes in Costs),

On receipt of a notice of cancellation referred to in Clause 7.9.1, the Commitment of that Lender shall immediately be cancelled and reduced to zero.

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 7.9.1 (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.

Re-borrowing and reinstatement

Unless otherwise provided, 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.

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

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:

shall, in relation to any mandatory prepayment pursuant to this Clause 7, be applied in or towards discharging the Utilisation and other Senior Facility Outstandings under the Facilities pro rata;

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;

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;

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;

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

in respect of Senior Facility E, will be applied against the any amount in respect of Senior Facility E, if any, that remains outstanding under that Senior Facility,

Other provisions

If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing, an amount of that Lender's commitments (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

If the Facility Agent receives any notice of prepayment or cancellation under this Clause 7 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.

Any notice of prepayment or cancellation given by a Party under this Clause 7 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.

Except as expressly otherwise provided in this Clause 7 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.

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.

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

PREPAYMENT OFFERS AND PRIORITIES

Initial Prepayment Offers

a member of the Group receives any amount of Recovered Net Proceeds or Moneyline Proceeds (in each case, 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 or Moneyline Proceeds, as the case may be, 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

any Cash Distribution Prepayment Amount is required to be offered for prepayment as contemplated in Clause 22.19.2(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 22.19.2(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).

Acceptances and Additional Prepayment Offers

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:

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

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,

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:

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

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.

Upon delivery of an Acceptances Confirmation:

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 8.2.1) its participation in Utilisations and other Senior Facility Outstandings that remain outstanding; and

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

Payment

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:

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 7.4 (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

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.

Following a receipt of Moneyline 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

on the Interest Payment Date immediately following the date on which the Facility Agent delivers an Acceptances Confirmation to the Borrower; or

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.

If any Cash Distribution Prepayment Amount is required to be offered for prepayment as contemplated in Clause 22.19.2(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 22.19.2 (Distributions) or any cash payments are made from any Available Distribution Amount in accordance with Clause 22.9.3 (Acquisitions). 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 7.7 (Voluntary prepayment).

Remaining amount of Distributable Balance

If, after having implemented the provisions of Clauses 8.1 and 8.2, 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.

INTEREST AND INTEREST PERIODS

Calculation, accrual and payment

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.

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotations

Subject to Clause 10.2, 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.

Market disruption

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:

the Margin; and

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.

In this Agreement Market Disruption Event means:

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

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:

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

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

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.

Alternative basis of interest or funding

Without prejudice to the generality of Clause 10.2, 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.

Any alternative basis agreed pursuant to Clause 10.3.1 shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

BREAK COSTS AND BREAK GAINS

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.

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.

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.

FEES

Non-refundable Deal Origination Fee

The Borrower shall pay to each Arranger a non-refundable deal origination fee in the amount and at the times agreed in a Fee Letter.

Commitment fee

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.

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.

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.

TAX GROSS-UP AND INDEMNITIES

Definitions

In this Agreement:

Unless a contrary indication appears, in this Clause 13 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

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.

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.

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.

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.

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.

Tax indemnity

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.

Clause 13.3.1 shall not apply:

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;

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 13.2 (Tax gross-up) or relates to a FATCA Deduction required to be made by a Party.

A Protected Party making, or intending to make a claim under Clause 13.3.1, 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.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Facility Agent.

Tax Credit

Subject to Clause 28 (Conduct of Business by the Finance Parties), if an Obligor makes a Tax Payment and the relevant Finance Party determines that:

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

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

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.

Value added tax

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 13.6.2, 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).

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.

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.

FATCA information

Subject to Clause 13.7.3, each Party shall, within 10 Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

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;

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.

If a Party confirms to another Party pursuant to Clause 13.7.1 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.

Clause 13.7.1 shall not oblige any Finance Party to do anything, and Clause 13.7.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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 13.7.1(a) or (b) (including, for the avoidance of doubt, where Clause 13.7.3 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.

FATCA Deduction

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.

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.

CHANGES IN COSTS

Increased costs

Subject to Clause 14.3, 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:

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

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

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,

In this Agreement:

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);

an additional or increased cost; or

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

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;

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

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

Increased Cost claims

A Finance Party intending to make a claim pursuant to Clause 14.1 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.

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.

Exceptions

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

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

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 13.3 (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

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

In this Clause 14.3, a reference to a Tax Deduction has the same meaning given to the term in Clause 13.1 (Definitions).

OTHER INDEMNITIES

Currency indemnity

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:

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

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

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.

Funding indemnities

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:

the occurrence of any Default;

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;

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;

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

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);

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

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

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.

Indemnity to the Facility Agent

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:

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

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

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:

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

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

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.

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.