EX-10.49 11 ex1049.htm EX-10.49 ex1049
 
1
SENIOR RCF AGREEMENT
for
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
(as
Term/RCF Borrower
)
provided by
THE PARTIES
 
LISTED IN
 
(as
Original Senior RCF Lenders
)
with
FIRSTRAND BANK LIMITED
(acting through its Rand Merchant Bank division)
(as
Facility Agent
)
This Agreement is entered into subject to the terms of a Common
 
Terms Agreement dated on or about the date
of this Agreement
Exhibit 10.49
i
TABLE
 
OF CONTENTS
ANNEXURES
 
 
 
 
 
 
 
1
1
PARTIES
1.1
The Parties to this Agreement are –
1.1.1
Lesaka
 
Technologies
 
Proprietary
 
Limited,
 
registration
 
number
 
2002/031446/07,
 
as
borrower (the
Term/RCF Borrower
);
1.1.2
the parties listed in
 
(the
Original Senior RCF Lenders
); and
1.1.3
FirstRand Bank
 
Limited (acting through
 
its Rand
 
Merchant Bank
 
division) as
 
agent
of the Senior RCF Lenders (the
Facility Agent
).
1.2
The Parties agree as set out below.
2
INTERPRETATION
2.1
Definitions
In this
 
Agreement, unless
 
the context
 
indicates a
 
contrary intention,
 
the following
 
words
and
 
expressions
 
bear
 
the
 
meanings
 
assigned
 
to
 
them
 
and
 
cognate
 
expressions
 
bear
corresponding meanings –
2.1.1
Applicable Margin
means, in relation to any Senior RCF Loan or an Unpaid
 
Sum -
2.1.1.1
in relation to the Senior RCF Loan for the first Interest Period, 3.25%;
and
2.1.1.2
thereafter, in
 
respect of each Interest
 
Period, if the
 
Net Debt to EBITDA
 
Ratio
in
 
respect
 
of
 
the
 
Measurement
 
Period
 
(the
Relevant
 
Measurement
 
Period
)
immediately
 
preceding
 
such
 
Interest
 
Period
 
is
 
within
 
the
 
range
 
as
 
set
 
out
 
in
column 1 below,
 
then the Applicable Margin for
 
that Senior RCF Loan will be
the percentage set out opposite that range in column 2
 
below-
 
Net Debt to EBITDA Ratio
[Column 1]
Applicable Margin
[Column 2]
Greater than or equal to 2.5 times
3.25 percent
Less than 2.5 times
 
2.50 percent
2
provided that -
 
2.1.1.2.1
any
 
increase
 
or
 
decrease
 
in
 
the
 
Applicable
 
Margin
 
for
 
that
 
Senior
 
RCF
Loan
 
shall
 
take
 
effect
 
on
 
the
 
date
 
which
 
is
 
the
 
first
 
day
 
of
 
the
 
Interest
Period
 
immediately
 
succeeding
 
the
 
Interest
 
Period
 
in
 
which
 
the
Compliance Certificate
 
for the Relevant
 
Measurement Period
 
is delivered;
and
2.1.1.2.2
if the Term/RCF Borrower
 
fails to
 
deliver a
 
Compliance Certificate
 
for the
Relevant
 
Measurement
 
Period,
 
the
 
Applicable
 
Margin
 
for
 
the
 
relevant
Interest Period shall
 
be 3.25 percent
 
plus the amount
 
in clause
 
and
 
2.1.1.3
with effect
 
from the date
 
of occurrence of
 
an Event of
 
Default and for
 
so long
as it is
 
continuing, the Applicable Margin
 
shall be the Applicable
 
Margin as at
the date of the occurrence of that Event of Default plus 2.00%;
2.1.2
Availability Period
means the period from (and
 
including) the Closing Date to (and
including) the date falling 3 Months prior to the Final Maturity
 
Date;
2.1.3
Available
 
Commitment
means
 
the
 
"
Available
 
Commitment
"
 
(as
 
defined
 
in
 
the
Common Terms Agreement) of a Senior RCF Lender in respect of the Senior RCF;
2.1.4
Available
 
Facility
means
 
the
 
aggregate,
 
from
 
time
 
to
 
time,
 
of
 
the
 
Available
Commitment of each Senior RCF Lender;
2.1.5
Break Costs
means the
 
amount (if
 
any) determined
 
by a
 
Senior RCF
 
Lender by which
-
2.1.5.1
the interest
 
(excluding the
 
Applicable Margin)
 
which that
 
Senior RCF
 
Lender
should have received for
 
the period from the
 
date of receipt of
 
an amount repaid
or
 
prepaid in
 
respect of
 
any part
 
of its
 
participation in
 
a
 
Senior RCF
 
Loan or
Unpaid Sum
 
to the
 
last day
 
of the
 
current Interest
 
Period for
 
that Senior
 
RCF
Loan or
 
Unpaid Sum,
 
if the
 
principal amount
 
of that
 
Senior RCF
 
Loan or
 
Unpaid
Sum received had been paid on the last day of that Interest Period;
exceeds -
3
2.1.5.2
the amount
 
which that
 
Senior RCF Lender
 
would be able
 
to obtain
 
by placing
an amount
 
equal to
 
the principal
 
amount of
 
the Senior
 
RCF Loan
 
or Unpaid
 
Sum
received
 
by
 
it
 
on
 
deposit with
 
a
 
leading
 
bank
 
in
 
the
 
Johannesburg
 
interbank
market for a
 
period starting on the
 
Business Day following receipt
 
or recovery
and ending on the last day of the current Interest Period;
2.1.6
Break
 
Gains
means
 
the
 
amount
 
(if
 
any)
 
determined
 
by
 
the
 
relevant
 
Senior
 
RCF
Lender by
 
which the
 
amount of
 
interest contemplated
 
in clause
 
of the
 
definition
of Break Costs exceeds that in clause
 
of that definition;
2.1.7
Common Terms
 
Agreement
means the written agreement entitled "
Common Terms
Agreement
",
 
dated
 
on
 
or
 
about
 
the
 
Signature
 
Date,
 
between,
 
amongst
 
others,
 
the
Term/RCF Borrower (as borrower),
 
the Original Senior
 
RCF Lenders
 
(as lenders),
 
the
Facility
 
Agent and
 
Bowwood and
 
Main
 
No
 
408
 
(RF) Proprietary
 
Limited
 
(as
 
debt
guarantor);
2.1.8
Final Maturity Date
means 28 February 2029;
 
2.1.9
Interest Payment Date
 
means -
 
2.1.9.1
the last day of March, June, September and December in any year;
 
and
2.1.9.2
the Final Maturity Date;
2.1.10
Interest Period
 
means -
2.1.10.1
in relation
 
to a
 
Senior RCF
 
Loan, each
 
period determined
 
in accordance
 
with
clause
 
(
); and
2.1.10.2
in
 
relation
 
to
 
an
 
Unpaid
 
Sum
 
relating
 
to
 
a
 
Senior
 
RCF
 
Loan,
 
each
 
period
determined in accordance with clause
 
(
;
2.1.11
Party
means a party to this Agreement;
2.1.12
Senior
 
RCF
means
 
the
 
revolving
 
credit
 
facility
 
made
 
available
 
to
 
the
 
Term/RCF
Borrower under this Agreement;
2.1.13
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;
4
2.1.14
Total
 
Senior
 
RCF
 
Commitments
means
 
the
 
aggregate
 
of
 
the
 
Senior
 
RCF
Commitments, as set
 
out under the
 
heading "Senior RCF Commitment"
 
in Part II
 
of
Annexure A of the Common Terms Agreement;
2.1.15
Unpaid Sum
means an "
Unpaid Sum
" as defined in
 
the Common Terms
 
Agreement
in respect of the Senior RCF;
 
and
2.1.16
Utilisation Request
means a
 
notice substantially
 
in the
 
form set
 
out in
(
Form of Utilisation Request
).
2.2
Construction
2.2.1
Terms
 
and expressions
 
defined in
 
the Common
 
Terms
 
Agreement, unless
 
expressly
defined in this Agreement, have the same meaning in this
 
Agreement.
2.2.2
The
 
provisions
 
of
 
clauses
 
2.3
 
(
Construction
)
 
and
 
2.4
 
(
Third
 
party
 
rights
)
 
of
 
the
Common Terms
 
Agreement are incorporated by reference in this
 
Agreement
mutatis
mutandis
 
on the basis that references therein to -
 
2.2.2.1
the
 
Common
 
Terms
 
Agreement
 
are
 
to
 
be
 
construed
 
as
 
references
 
to
 
this
Agreement; and
 
2.2.2.2
the Parties are to be construed as the Parties to this Agreement.
2.2.3
This
 
Agreement and
 
the
 
rights and
 
obligations of
 
the Parties
 
under this
 
Agreement
shall
 
in
 
all
 
respects
 
be
 
subject
 
to
 
the
 
terms
 
and
 
conditions
 
of
 
the
 
Common
 
Terms
Agreement and in the event of any conflict between the provisions of
 
this Agreement
and
 
the
 
provisions
 
of
 
the
 
Common
 
Terms
 
Agreement,
 
the
 
provisions
 
of
 
this
Agreement shall prevail.
2.2.4
If any amount paid to a
 
Senior RCF Lender under a Finance Document is
 
capable of
being avoided or otherwise set aside on the liquidation or administration of the payer
or
 
otherwise,
 
then
 
that
 
amount
 
will
 
not
 
be
 
considered
 
to
 
have
 
been
 
irrevocably
discharged for the purposes of this Agreement.
2.3
Facility Agent
Unless
 
inconsistent
 
with
 
the
 
context
 
or
 
a
 
contrary
 
indication
 
appears,
 
references
 
to
 
the
Facility
 
Agent's
 
written
 
consent,
 
approval
 
of
 
or
 
any
 
other
 
similar
 
action,
 
decision
 
or
determination in this Agreement shall be to the Facility Agent acting on the instructions of
5
the applicable
 
Senior RCF Lender
 
in accordance with
 
the terms of
 
the applicable Finance
Documents.
3
THE FACILITY
3.1
Senior RCF
Subject to the
 
terms of this
 
Agreement and the
 
Common Terms Agreement, the Senior
 
RCF
Lenders make
 
available to the
 
Term/RCF
 
Borrower a
 
Rand-denominated revolving credit
loan facility in an aggregate amount equal to the Total Senior RCF Commitments.
3.2
Designation
This Agreement is a Senior Facility Agreement and the Senior RCF Agreement.
4
PURPOSE
4.1
The Term/RCF Borrower shall
 
apply all
 
amounts borrowed by
 
it under the
 
Senior RCF
 
only
in or towards the purposes set out in clause 4.1.1.3
 
of the Common Terms Agreement, and
for no other purpose whatsoever.
4.2
No
 
Finance
 
Party
 
is
 
bound
 
to
 
monitor
 
or
 
verify the
 
application of
 
any
 
Utilisation of
 
the
Senior RCF or will be responsible for, or for the consequences of, such
 
application.
5
CONDITIONS OF UTILISATION
5.1
Conditions precedent
The Term/RCF Borrower may not deliver a Utilisation Request to the Facility Agent under
the Senior RCF
 
(and no Senior
 
RCF Lender
 
shall have
 
any obligation
 
to advance
 
any Senior
RCF Loan
 
or
 
to
 
provide any
 
other form
 
of
 
credit or
 
financial accommodation
 
under this
Agreement to any person) unless
 
the Facility Agent has issued
 
the notice contemplated by
clause 5.1 (
Initial conditions precedent
) of the Common Terms Agreement.
5.2
Further conditions precedent
Subject to the
 
Common Terms
 
Agreement and this Agreement,
 
a Senior RCF
 
Lender will
only
 
be
 
obliged
 
to
 
participate
 
in
 
a
 
Senior
 
RCF
 
Loan
 
if
 
the
 
requirements
 
of
 
clause
 
5.2
(
Further conditions precedent
) of the Common Terms Agreement have been met.
5.3
Maximum number of Loans
6
The
 
Term/RCF
 
Borrower
 
may
 
not
 
deliver
 
more
 
than
 
two
 
Utilisation
 
Requests
 
in
 
any
calendar month.
 
6
UTILISATION AND DISBURSEMENT
6.1
Delivery of a Utilisation Request
6.1.1
The Term/RCF
 
Borrower may utilise the
 
Senior RCF during
 
the Availability
 
Period
by delivery to the Facility Agent of a duly completed Utilisation
 
Request.
6.1.2
Unless the Facility Agent
 
otherwise agrees, the latest time
 
for receipt by the
 
Facility
Agent
 
of
 
a
 
Utilisation
 
Request
 
is
 
12h00
 
5
 
Business
 
Days
 
before
 
the
 
proposed
Utilisation Date applicable to the relevant Senior RCF Loan.
6.1.3
Each Utilisation Request is irrevocable.
6.2
Completion of a Utilisation Request
6.2.1
A Utilisation Request will not be regarded as having been duly completed
 
unless -
6.2.1.1
the proposed Utilisation Date is a Business Day within the Availability Period;
6.2.1.2
it identifies the purpose for which the Utilisation is to be
 
applied;
6.2.1.3
the currency
 
and amount
 
of the
 
Utilisation comply
 
with clause
 
(
) below; and
6.2.1.4
it specifies
 
a bank
 
account in
 
South Africa
 
to which
 
the Term/RCF
 
Borrower
requires the
 
proceeds of
 
the relevant
 
Senior RCF
 
Loan to
 
be made
 
to it
 
to be
credited.
6.2.2
Only one Senior RCF Loan may be requested in a Utilisation
 
Request.
6.3
Currency and amount
6.3.1
The currency specified in the Utilisation Request must be
 
Rand.
6.3.2
The amount of
 
any proposed Senior
 
RCF Loan must
 
be a minimum
 
of R50,000,000
(and an integral multiple of R1,000,000) or, if less, the Available Facility.
 
7
6.3.3
If a
 
Utilisation Request
 
identifies that
 
the purpose
 
for which
 
the Utilisation
 
is to
 
be
applied is the purpose contemplated in clause
 
then the Term/RCF Borrower must
apply the proposed Senior RCF Loan for that
 
purpose.
6.4
Disbursement
6.4.1
If the conditions set
 
out in this Agreement and
 
the Common Terms
 
Agreement have
been met,
 
each Senior
 
RCF Lender
 
must advance
 
and lend
 
to the
 
Term/RCF Borrower,
which
 
shall
 
borrow from
 
each
 
such
 
Senior
 
RCF
 
Lender,
 
that
 
Senior
 
RCF
 
Lender's
participation
 
in
 
the
 
relevant
 
Senior
 
RCF
 
Loan
 
on
 
the
 
relevant
 
Utilisation
 
Date.
 
A
Senior
 
RCF
 
Lender
 
must
 
make
 
its
 
participation
 
in
 
the
 
relevant
 
Senior
 
RCF
 
Loan
available to the
 
Facility Agent by the
 
Utilisation Date applicable to
 
that Senior RCF
Loan for disbursement to the Term/RCF Borrower.
6.4.2
The amount of each Senior RCF Lender's participation in a Senior RCF Loan will be
equal to the
 
proportion borne by its
 
Available Commitment
 
(if any) to the
 
Available
Facility immediately prior to making that Senior RCF
 
Loan.
6.4.3
The Facility Agent shall notify each
 
Senior RCF Lender of the
 
amount of the Senior
RCF Loan and the amount of its participation in the Senior RCF Loan.
6.4.4
No Senior RCF Lender is obliged to participate in a Senior RCF Loan if, as a
 
result -
6.4.4.1
its
 
share
 
in
 
the
 
outstanding
 
Senior
 
RCF
 
Loans
 
would
 
exceed
 
its
 
Available
Commitment applicable to the Senior RCF; or
6.4.4.2
the outstanding Senior RCF Loans would exceed the Available Facility.
6.5
Automatic cancellation of Commitments
The Senior RCF Commitments
 
which, at that time,
 
are unutilised, and in
 
respect of which
no Utilisation Request has been delivered, shall be automatically cancelled at
 
11h00 on the
last day of the Availability Period.
7
REPAYMENT
7.1
The
 
Term/RCF
 
Borrower
 
shall
 
repay
 
each
 
Senior
 
RCF
 
Loan
 
in
 
full
 
in
 
a
 
single
 
bullet
repayment on the Final Maturity Date.
8
7.2
Any amount which remains
 
outstanding under the Senior
 
RCF on the Final
 
Maturity Date
shall be repaid in full on that date.
7.3
No
 
amount
 
of
 
a
 
Senior
 
RCF
 
Loan
 
repaid
 
under
 
this
 
Clause
 
(
 
on
 
the
 
Final
Maturity Date may be re-borrowed.
8
PREPAYMENT
 
AND CANCELLATION
8.1
Voluntary prepayment
8.1.1
The Term/RCF
 
Borrower may make voluntary prepayments in respect
 
of any Senior
RCF Loan made
 
to it, in
 
whole or in
 
part, in accordance
 
with the requirements
 
(and
subject
 
to
 
the
 
terms)
 
of
 
clause
 
8.5 (
Voluntary
 
prepayment
)
 
of
 
the
 
Common
 
Terms
Agreement.
8.1.2
Unless
 
a
 
contrary
 
indication
 
appears
 
in
 
this
 
Agreement
 
or
 
the
 
Common
 
Terms
Agreement, the amount of any
 
Senior RCF Loan voluntarily
 
prepaid under the Senior
RCF
 
pursuant
 
to
 
clause
 
8.5
 
(
Voluntary
 
prepayment
)
 
of
 
the
 
Common
 
Terms
Agreement
 
may
 
be
 
re-borrowed
 
on
 
the
 
terms
 
of
 
this
 
Agreement
 
and
 
the
 
Common
Terms Agreement.
8.2
Mandatory prepayment and prepayment offers
The Term/RCF Borrower shall be obliged to make
 
mandatory prepayments and/or offers
 
to
make prepayments
 
(as applicable)
 
in respect
 
of the
 
Senior RCF
 
Loans to
 
the Senior
 
RCF
Lenders
 
in
 
accordance
 
with
 
the
 
requirements
 
(and
 
subject
 
to
 
the
 
terms)
 
of
 
clauses
 
8
(
Prepayment
 
and
 
Cancellation
),
 
9
 
(
Prepayment
 
Offers
 
and
 
Priorities
)
 
and 22.4 (
Cure
Amounts - mandatory prepayment
) of the Common Terms
 
Agreement. The amount of any
Senior
 
RCF
 
Loan
 
mandatorily
 
prepaid
 
pursuant
 
to
 
these
 
requirements
 
may
 
not
 
be
 
re-
borrowed
 
on
 
the
 
terms
 
of
 
this
 
Agreement
 
and
 
the
 
Senior
 
RCF
 
Commitments
 
will
 
be
automatically cancelled to the extent set out in the Common Terms Agreement.
9
INTEREST
9.1
Calculation of interest
The
 
rate
 
of
 
interest
 
on
 
each
 
Senior
 
RCF
 
Loan
 
(and
 
any
 
Unpaid
 
Sum)
 
for
 
each
 
relevant
Interest Period is the percentage rate per annum which is the aggregate of -
9.1.1
the Applicable Margin; and
9
9.1.2
the Base Rate.
9.2
Payment of interest
The Term/RCF
 
Borrower shall pay all
 
accrued interest on each
 
Senior RCF Loan made
 
to
it on
 
each Interest
 
Payment Date,
 
in accordance
 
with the
 
requirements of
 
clause 31
 
(
Payment
Mechanics
) of the Common Terms Agreement.
9.3
Interest on overdue amounts
9.3.1
Any
 
interest
 
accruing
 
on
 
an
 
Unpaid
 
Sum
 
shall
 
be
 
immediately
 
payable
 
by
 
the
Term/RCF Borrower on demand by the Facility Agent.
9.3.2
Default interest (if unpaid) arising on any Unpaid Sum will be compounded
 
with that
Unpaid Sum on the last day
 
of each calendar month, but
 
will remain immediately due
and payable.
9.4
Notification of rates of interest
Without prejudice to the obligation of the Term/RCF Borrower to pay interest calculated at
any applicable rate under this clause
 
(
, the Facility Agent shall notify the
 
Senior
RCF Lenders and the Term/RCF Borrower, as soon as reasonably practicable -
9.4.1
of the determination of a rate of interest under this
 
Agreement; and
9.4.2
when
 
interest
 
commences
 
to
 
accrue
 
at
 
the
 
rate
 
calculated
 
by
 
reference
 
to
 
the
Applicable Margin specified in clause
10
INTEREST PERIODS
10.1
Duration of Interest Periods
Each Senior RCF Loan has successive Interest Periods -
10.1.1
commencing on
 
(and including)
 
the
 
Utilisation Date
 
(in respect
 
of the
 
first
 
Interest
Period
 
for
 
that
 
Senior
 
RCF
 
Loan)
 
or
 
commencing
 
on
 
(and
 
including)
 
an
 
Interest
Payment Date; and
10.1.2
ending on (but excluding) the next Interest Payment
 
Date.
10.2
Interest Periods for Unpaid Sums
10
10.2.1
Interest accruing
 
on an
 
Unpaid Sum
 
shall be
 
calculated as
 
if that
 
Unpaid Sum,
 
had
during
 
the
 
period
 
of
 
non-payment,
 
constituted
 
a
 
Loan
 
under
 
the
 
Senior
 
RCF
 
for
successive Interest Periods, each of a
 
duration selected by the Facility Agent.
 
For this
purpose, the Facility Agent may -
10.2.1.1
select successive Interest Periods of any duration of up to three months;
 
and
10.2.1.2
determine the appropriate Quotation Day for that Interest
 
Period.
10.2.2
If any Unpaid Sum consists
 
of all or part of a Senior
 
RCF Loan which became
 
due on
a
 
day
 
which
 
was not
 
the
 
last
 
day of
 
an
 
Interest Period
 
relating
 
to
 
that
 
Senior RCF
Loan, the first Interest
 
Period for that Unpaid Sum shall
 
have a duration equal to
 
the
unexpired portion of the current Interest Period relating to that Senior RCF
 
Loan.
10.3
Consolidation of Loans
On each Interest Payment Date, all Senior RCF Loans utilised by the Term/RCF
 
Borrower
under the Senior
 
RCF that remain
 
outstanding will be consolidated
 
and treated as a
 
single
Senior RCF
 
Loan outstanding
 
and owing
 
by the
 
Term/RCF Borrower under
 
the Senior
 
RCF.
10.4
No overrunning the Final Maturity Date
If
 
an
 
Interest
 
Period
 
for
 
a
 
Senior
 
RCF
 
Loan
 
would
 
otherwise
 
extend
 
beyond
 
the
 
Final
Maturity Date,
 
it will
 
be shortened so
 
that it
 
ends on
 
the Final
 
Maturity Date.
 
This clause
 
(
) does not
 
apply to Interest Periods
 
selected
under
 
clause
 
(
 
above
 
in
 
respect
 
of
 
Unpaid
 
Sums
which remain outstanding on the Final Maturity
 
Date.
10.5
Non-Business Days
If an Interest
 
Period would
 
otherwise end on
 
a day which
 
is not a
 
Business Day, that Interest
Period will
 
instead end
 
on the
 
next Business
 
Day in
 
the same
 
calendar month
 
(if there
 
is
one) or the preceding Business Day (if there is
 
not).
11
DEFAULT
If an Event of Default occurs, and for so long as
 
it is continuing, the Facility Agent may enforce
any of the rights and
 
remedies provided for in clause
 
24.17 (
Acceleration
) of the Common Terms
Agreement.
11
12
NOTICES AND DOMICILIUM
12.1
The Parties select as their respective
domicilia citandi et executandi
 
the physical addresses
contemplated
 
in
 
clause
 
34.2
 
(
Addresses
)
 
of
 
the
 
Common
 
Terms
 
Agreement,
 
and
 
for
 
the
purposes of giving
 
or sending any
 
notice provided for
 
or required under
 
this Agreement, the
said physical addresses as well as the email addresses contained therein.
12.2
The provisions
 
of clause 34
 
(
Notices
) of
 
the Common Terms
 
Agreement are incorporated
by reference herein,
mutatis mutandis
, as if repeated herein in full in this
 
Agreement on the
basis that references therein to -
12.2.1
Finance
 
Documents
 
and/or
 
the
 
Common
 
Terms
 
Agreement
 
shall
 
be
 
construed
 
as
references to this Agreement; and
12.2.2
Parties shall be construed as references to the Parties to this Agreement.
13
GENERAL
13.1
Further Assurances
The Term/RCF
 
Borrower must perform,
 
or procure the
 
performance, of all
 
further things,
and execute and deliver (or
 
procure the execution and delivery)
 
of all further documents,
 
as
may be required by any applicable law or regulation or as may be necessary or desirable to
implement or give effect to this Agreement and the transactions contemplated
 
therein.
13.2
Sole Agreement
13.2.1
This Agreement
 
constitutes the
 
sole record
 
of the
 
agreement between
 
the Parties
 
in
regard to the subject matter hereof.
13.2.2
This Agreement supersedes and replaces
 
any and all agreements
 
between the Parties
(and other
 
persons, as may
 
be applicable) and
 
undertakings given to
 
or on
 
behalf of
the Parties (and other persons, as
 
may be applicable) in relation to
 
the subject matter
hereof.
13.3
No implied terms
No Party shall be bound by any express or implied term, representation, warranty, promise
or the like, not recorded in this Agreement.
12
13.4
Variations to be in Writing
No
 
addition
 
to
 
or
 
variation,
 
deletion,
 
or
 
agreed
 
cancellation
 
of
 
all
 
or
 
any
 
clauses
 
or
provisions of this Agreement will be of
 
any force or effect unless in
 
writing and signed by
the Parties.
13.5
Costs and Expenses
The Term/RCF
 
Borrower shall
 
pay to
 
the Facility
 
Agent (for
 
the account
 
of the
 
relevant
Finance Party)
 
the amount
 
of all
 
costs and
 
expenses (including
 
legal fees
 
on the
 
scale as
between attorney
 
and own
 
client, whether
 
incurred before
 
or after
 
judgment) incurred
 
by
any Finance Party in connection
 
with the enforcement of, or
 
the preservation of any rights
under, this Agreement.
13.6
Partial Invalidity
If, at any
 
time, any
 
provision of
 
this Agreement
 
is or becomes
 
illegal, invalid,
 
unenforceable
or inoperable in any respect under any law of any jurisdiction,
 
neither the legality, validity,
enforceability
 
or
 
operation
 
of
 
the
 
remaining
 
provisions
 
nor
 
the
 
legality,
 
validity,
enforceability or operation of such provision under the law of any other jurisdiction will in
any
 
way
 
be
 
affected
 
or
 
impaired.
 
The
 
term
inoperable
 
in
 
this
 
clause
 
(
)
 
shall
 
include,
 
without
 
limitation,
 
inoperable
 
by
 
way
 
of
 
suspension
 
or
cancellation.
13.7
Rights and remedies
13.7.1
No failure to
 
exercise, nor any delay
 
in exercising, on the
 
part of any
 
Finance Party,
any
 
right
 
or
 
remedy under
 
this
 
Agreement
 
shall
 
operate as
 
a
 
waiver,
 
nor
 
shall any
single or partial exercise of any right or remedy prevent any further or other exercise
or the exercise
 
of any other
 
right or remedy.
 
The rights and remedies
 
of the Finance
Parties under this Agreement -
13.7.1.1
are cumulative and not exclusive of its rights under the general law;
13.7.1.2
may be exercised as often as the Finance Party requires; and
13.7.1.3
may be waived only in writing and specifically.
13.7.2
Delay in the exercise or non-exercise of any right is not a waiver of
 
that right.
13
13.8
Extensions and waivers
No latitude, extension
 
of time or
 
other indulgence which
 
may be given
 
or allowed by
 
any
Party to any other
 
Party in respect of the
 
performance of any obligation or
 
enforcement of
any right under this Agreement, and no single or partial exercise of any right by any Party,
shall be
 
construed to
 
be an
 
implied consent
 
by such
 
Party or
 
operate as
 
a waiver
 
or a
 
novation
of, or otherwise affect any
 
of that Party’s rights under or
 
in connection with this
 
Agreement
or
 
estop
 
such
 
Party
 
from
 
enforcing,
 
at
 
any
 
time
 
and
 
without
 
notice,
 
strict
 
and
 
punctual
compliance with each and every provision or term of this Agreement.
13.9
Renunciation of benefits
The Term/RCF
 
Borrower renounces, to the extent permitted
 
under any applicable law,
 
the
benefits of
 
each of
 
the legal
 
exceptions of
 
excussion, division,
 
revision of
 
accounts, no
 
value
received,
errore
 
calculi
,
non causa debiti
,
non numeratae pecuniae
and cession of
 
action,
and declares that it understands the meaning of
 
each such legal exception and the effect
 
of
such renunciation.
13.10
Independent advice
The Term/RCF
 
Borrower acknowledges
 
that it
 
has been
 
free to
 
secure independent
 
legal
and other advice
 
as to the
 
nature and effect
 
of all of
 
the provisions of
 
this Agreement and
that
 
it
 
has
 
either
 
taken
 
such
 
independent
 
legal
 
and
 
other
 
advice
 
or
 
dispensed
 
with
 
the
necessity
 
of
 
doing
 
so.
 
Further,
 
the
 
Term/RCF
 
Borrower
 
acknowledges
 
that
 
all
 
of
 
the
provisions of
 
this Agreement
 
and the
 
restrictions therein
 
contained are
 
part of
 
the overall
intention of the Parties in connection with this Agreement.
13.11
Counterparts
This Agreement
 
may be
 
executed in
 
any number
 
of counterparts,
 
and this
 
has the
 
same effect
as if the signatures on the counterparts were on a single copy of this Agreement.
14
GOVERNING LAW
This Agreement
 
and any
 
non-contractual obligations
 
arising out
 
of or
 
in connection
 
with it
 
are
governed by South African law.
14
15
JURISDICTION
15.1
The Parties
 
hereby irrevocably
 
and unconditionally
 
consent to
 
the non-exclusive
 
jurisdiction
of the
 
High Court of
 
South Africa (Gauteng
 
Division,
 
Johannesburg) (or
 
any successor to
that
 
division)
 
in
 
regard
 
to
 
all
 
matters
 
arising
 
from
 
this
 
Agreement
 
(including
 
a
 
dispute
relating to
 
the existence, validity
 
or termination of
 
this Agreement or
 
any non-contractual
obligation arising out of or in connection with this Agreement) (a
Dispute
).
15.2
The Parties
 
agree that
 
the courts
 
of South
 
Africa are
 
the most
 
appropriate and convenient
court to settle Disputes. The Parties
 
agree not to argue to
 
the contrary and waive objection
to this court
 
on the grounds of
 
inconvenient forum or otherwise
 
in relation to
 
proceedings
in connection with this Agreement.
15.3
This clause
 
(
 
is for
 
the benefit
 
of the
 
Finance Parties
 
only.
 
As a result,
 
no
Finance Party shall be prevented from
 
taking proceedings relating to a Dispute
 
in any other
court with jurisdiction. To
 
the extent allowed by law,
 
a Finance Party may take concurrent
proceedings in any number of jurisdictions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
ANNEXURE
 
A
 
- ORIGINAL SENIOR RCF LENDERS
Name of Original Senior RCF Lenders
Jurisdiction of
Incorporation
Registration number
1.
FirstRand
 
Bank
 
Limited,
 
acting
 
through
 
its
Rand Merchant Bank division
South Africa
1929/001225/06
2.
Investec
 
Bank
 
Limited,
 
acting
 
through
 
its
Investment
 
Banking
 
Division:
 
Corporate
Solutions
South Africa
1969/004763/06
1
ANNEXURE
 
B
 
- FORM OF UTILISATION REQUEST
To:
FIRSTRAND BANK LIMITED
(acting through its Rand Merchant Bank
 
division) as Facility Agent
From:
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
 
Date:
 
___________________
Dear Sirs,
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
Senior RCF Agreement, dated [●] (the Agreement)
1
We
 
refer to the Agreement.
 
This is the Utilisation
 
Request. Terms defined in the Agreement
 
have
the same meaning in this Utilisation
 
Request unless given a different meaning
 
in this Utilisation
Request.
2
We
 
wish to borrow a Senior RCF Loan on the following
 
terms:
Proposed Utilisation Date:
 
[
●
] (or,
 
if that
 
is not
 
a Business
 
Day,
 
the next
 
Business
Day)
Amount:
 
R[
●
] or, if less, the Available Facility
Purpose
 
[The
 
purpose
 
stipulated
 
in
 
clause
 
of
 
the
Agreement]/[A permitted
 
purpose other
 
than the
 
purpose
stipulated in clause
 
of the Agreement].
3
We
 
confirm
 
that
 
each
 
condition
 
specified
 
in
 
clause
 
(
 
of
 
the
Agreement read together with clause
 
[5.2 (
Further conditions precedent
)] of the Common Terms
Agreement is satisfied on the date of this Utilisation Request.
4
The proceeds of this Senior RCF Loan must be credited to
 
[
account
].
5
This Utilisation Request is irrevocable.
Yours
 
faithfully,
…………………………………
 
authorised signatory for:
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
 
 
 
 
2
SIGNATURE PAGES
Signed at Sandton
 
on 27 February
 
2025
 
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
 
(as
Facility Agent
)
/s/ Kedy Mazibuko
Signature
Kedy Mazibuko
Name of Signatory
Authorised
Designation of Signatory
/s/ Eric Mphohoni
Signature
Eric Mphohoni
Name of Signatory
Authorised Signatory
Designation of Signatory
 
 
 
 
3
Signed at Sandton
 
on 27 February
 
2025
 
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
 
(as
Original Senior
RCF Lender
)
/s/ Kedy Mazibuko
Signature
Kedy Mazibuko
Name of Signatory
Authorised
Designation of Signatory
/s/ Eric Mphohoni
Signature
Eric Mphohoni
Name of Signatory
Authorised Signatory
Designation of Signatory
 
 
 
 
4
Signed at Sandon
 
on 27 February
 
2025
 
for
INVESTEC BANK LIMITED,
 
ACTING
THROUGH ITS INVESTMENT
BANKING DIVISION: CORPORATE
SOLUTIONS
(as
Original Senior RCF
Lender
)
/s/ Kerry Caldwell
Signature
Kerry Caldwell
Name of Signatory
Authorised signatory
Designation of Signatory
/s/ Sean Rule
Signature
Sean Rule
Name of Signatory
Authorised signatory
Designation of Signatory
 
 
 
 
5
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
LESAKA TECHNOLOGIES
PROPRIETARY LIMITED
(as
Term/RCF
Borrower
)
/s/ Naeem Ebrahim Kola
Signature
Naeem Ebrahim Kola
Name of Signatory
GCOO
Designation of Signatory