EX-10.48 10 ex1048.htm EX-10.48 ex1048
1
SENIOR TERM FACILITY B AGREEMENT
for
LESAKA TECHNOLOGIES PROPRIETARY
 
LIMITED
(as
Term/RCF
 
Borrower
)
provided by
THE PARTIES LISTED IN
(as
Original Senior Term
 
Facility B 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 10.48
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
 
Term Facility B Lenders
); and
 
1.1.3
FirstRand Bank
 
Limited (acting through
 
its Rand
 
Merchant Bank
 
division) as
 
agent
of the Senior Term Facility 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 a Senior
 
Term Facility B Loan or
 
an Unpaid
Sum -
2.1.1.1
in
 
relation
 
to
 
the
 
first
 
Senior
 
Term
 
Facility
 
B
 
Loan
 
for
 
the
 
first
 
Interest
Period,
 
3.15%; 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 Term
 
Facility B
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
 
3.15%
 
 
 
 
 
2
Less than 2.5 times
 
2.40%
 
provided that -
 
2.1.1.2.1
any increase
 
or decrease
 
in the
 
Applicable Margin
 
for that
 
Senior Term
Facility B
 
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 3.15% 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, in
 
relation to
 
the Senior
 
Term
 
Facility B
 
Commitment,
the period from
 
(and including)
 
the Closing Date
 
to (and including)
 
the date falling
 
30
days after the Closing Date;
 
2.1.3
Available
 
Commitment
means
 
the
 
"
Available
 
Commitment
"
 
(as
 
defined
 
in
 
the
Common
 
Terms
 
Agreement)
 
of
 
a
 
Senior
 
Term
 
Facility
 
B
 
Lender
 
in
 
respect
 
of
 
the
Senior Term Facility B;
2.1.4
Available
 
Facility
means
 
the
 
aggregate,
 
from
 
time
 
to
 
time,
 
of
 
the
 
Available
Commitment of each Senior Term Facility B Lender;
2.1.5
Break
 
Costs
means
 
the
 
amount
 
(if
 
any)
 
determined
 
by
 
a
 
Senior
 
Term
 
Facility
 
B
Lender by which -
2.1.5.1
the interest (excluding the Applicable Margin) which that Senior Term
 
Facility
B
 
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
Term Facility B
 
Loan or
 
Unpaid Sum
 
to the
 
last day
 
of the
 
current Interest
 
Period
for that Senior Term Facility B Loan or Unpaid Sum, if the principal amount of
3
that Senior Term Facility B Loan or Unpaid Sum received had been paid
 
on the
last day of that Interest Period;
exceeds -
2.1.5.2
the amount which
 
that Senior Term
 
Facility B Lender
 
would be able
 
to obtain
by placing an amount
 
equal to the principal
 
amount of that Senior
 
Term Facility
B
 
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
 
Term
Facility B 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 Term
 
Facility B 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 of any year; and
2.1.9.2
the Final Maturity Date,
with the first Interest Payment Date being 30 June 2025;
2.1.10
Interest Period
 
means -
2.1.10.1
in
 
relation
 
to
 
a
 
Senior
 
Term
 
Facility
 
B
 
Loan,
 
each
 
period
 
determined
 
in
accordance with clause
 
(
); and
2.1.10.2
in relation
 
to an
 
Unpaid Sum
 
relating to
 
a Senior
 
Term
 
Facility B
 
Loan, each
period determined in accordance with clause
 
(
;
4
2.1.11
Party
means a party to this Agreement;
2.1.12
Senior Term Facility B
means the
 
term loan 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;
2.1.14
Unpaid Sum
means an "
Unpaid Sum
" as defined in
 
the Common Terms
 
Agreement
in respect of the Senior Term Facility B; and
2.1.15
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 Term
 
Facility B 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.
5
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
the applicable
 
Senior Term Facility
 
B Lenders
 
in accordance
 
with the
 
terms of
 
the applicable
Finance Documents.
3
THE FACILITY
3.1
The Committed Senior Term Facility B
Subject to
 
the terms
 
of this
 
Agreement and
 
the Common
 
Terms Agreement, the
 
Senior Term
Facility B
 
Lenders
 
make available
 
to the
 
Term/RCF
 
Borrower a
 
Rand-denominated term
loan facility in an aggregate amount equal to the Senior Term Facility B Commitment.
3.2
Designation
This Agreement is a Senior
 
Facility Agreement and the Senior
 
Term Facility B Agreement.
4
PURPOSE
4.1
The Term/RCF Borrower
 
shall apply
 
all amounts
 
borrowed by
 
it under
 
Senior Term Facility
B only in or towards the purpose set out in clause 4.1.1.2
 
(
Purpose
) of the Common Terms
Agreement
 
(including
 
refinancing
 
the
 
Existing
 
Group
 
Indebtedness
 
and
 
refinancing
 
the
amounts payable in terms of the Acquisition GBF), and for no other
 
purpose whatsoever.
4.2
No Finance Party is
 
bound to monitor or verify
 
the application of the
 
Utilisation of Senior
Term Facility B 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
this Senior Term
 
Facility B Agreement
 
(and no Senior
 
Term
 
Facility B Lender
 
shall have
any obligation
 
to advance a
 
Senior Term
 
Facility B
 
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.
6
5.2
Further conditions precedent
Subject to
 
the Common
 
Terms
 
Agreement and
 
this Agreement,
 
a Senior
 
Term
 
Facility B
Lender
 
will
 
only
 
be
 
obliged
 
to
 
participate
 
in
 
a
 
Senior
 
Term
 
Facility
 
B
 
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
The Term/RCF Borrower may only make one Utilisation under Senior Term Facility B.
6
UTILISATION AND DISBURSEMENT
6.1
Delivery of a Utilisation Request
6.1.1
The
 
Term/RCF
 
Borrower
 
may
 
utilise
 
the
 
Senior
 
Term
 
Facility
 
B
 
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 that Senior Term Facility B Loan.
6.1.3
The Utilisation Request is irrevocable.
6.2
Completion of a Utilisation Request
6.2.1
The 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 that Senior Term Facility B Loan to be made to
 
it to be
credited.
6.2.2
Only one Senior Term Facility B Loan may be requested in the Utilisation Request.
7
6.3
Currency and amount
6.3.1
The currency specified in the Utilisation Request must be Rand.
6.3.2
The amount of the proposed Senior Term Facility B Loan -
 
6.3.2.1
must not be more than
 
the Available Facility.
6.4
Disbursement
6.4.1
If the conditions set
 
out in this Agreement and
 
the Common Terms
 
Agreement have
been
 
met,
 
each
 
Senior
 
Term
 
Facility
 
B
 
Lender
 
must
 
advance
 
and
 
lend
 
to
 
the
Term/RCF
 
Borrower, which shall
 
borrow from such Senior Term
 
Facility B Lender,
that Senior Term Facility
 
B Lender's participation
 
in that Senior
 
Term Facility B Loan
on the Utilisation Date. A Senior Term Facility B Lender must make its participation
in
 
a Senior
 
Term
 
Facility B
 
Loan available
 
to the
 
Facility Agent
 
by the
 
Utilisation
Date applicable
 
to the Senior
 
Term Facility B Loan
 
for disbursement
 
to the Term/RCF
Borrower.
6.4.2
The amount of
 
each Senior Term
 
Facility B
 
Lender's participation in
 
a Senior
 
Term
Facility B
 
Loan will
 
be equal
 
to the
 
proportion borne by
 
its Available
 
Commitment
(if
 
any)
 
to
 
the
 
Available
 
Facility
 
immediately
 
prior
 
to
 
making
 
that
 
Senior
 
Term
Facility B Loan.
6.4.3
The Facility Agent shall notify each Senior Term
 
Facility B Lender of the amount of
that Senior
 
Term
 
Facility B
 
Loan and
 
the amount
 
of its
 
participation in
 
that Senior
Term Facility B Loan.
6.4.4
No Senior Term
 
Facility B Lender is obliged to participate in
 
a Senior Term
 
Facility
B Loan if, as a result -
6.4.4.1
its
 
share
 
in
 
that
 
Senior
 
Term
 
Facility
 
B
 
Loan
 
would
 
exceed
 
its
 
Available
Commitment applicable to Senior Term Facility B; or
6.4.4.2
that Senior Term Facility B Loan would exceed the Available Facility.
6.5
Automatic cancellation of Commitments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8
The Senior Term Facility B 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
 
the
 
Senior
 
Term
 
Facility
 
Loans
 
on
 
the
 
dates
(
Repayment
 
Date
)
 
and
 
in
 
the
 
amounts
 
(
Repayment
 
Instalment
)
 
set
 
out
 
opposite
 
that
Repayment Date below -
 
Repayment Date
Repayment Instalment
1.
28 February 2026
R150,000,000
2.
28 February 2027
R200,000,000
3.
28 February 2028
R300,000,000
4.
28 February 2029
R350,000,000
7.2
Any amount which
 
remains outstanding under
 
Senior Term Facility B
 
on the Final
 
Maturity
Date shall be repaid in full on that date.
7.3
No amount
 
of the
 
Senior Term Facility
 
B Loans
 
repaid under
 
this clause
 
(
 
may
be re- borrowed.
8
PREPAYMENT
 
AND CANCELLATION
8.1
Voluntary cancellation
8.1.1
The Term/RCF Borrower
 
may cancel
 
the undrawn
 
amount of
 
the Senior
 
Term Facility
B
 
Commitments in
 
accordance
 
with
 
the
 
requirements (and
 
subject
 
to
 
the
 
terms)
 
of
clause 8.6 (
Voluntary cancellation
) of the Common Terms Agreement.
8.1.2
No
 
amount
 
of
 
the
 
Senior Term
 
Facility
 
B
 
Commitments cancelled
 
pursuant to
 
this
clause
 
(
 
may be reinstated.
8.2
Voluntary prepayment
8.2.1
The Term/RCF
 
Borrower may make
 
voluntary prepayments in
 
respect of the
 
Senior
Term
 
Facility
 
B
 
Loans
 
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.
9
8.2.2
No amount
 
of the
 
Senior Term
 
Facility B
 
Loans prepaid
 
pursuant to
 
this clause
(
) may be re-borrowed.
8.3
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 Term
 
Facility B
 
Loans
 
to
 
the
Senior
 
Term
 
Facility B
 
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.
9
INTEREST
9.1
Calculation of interest
The rate
 
of interest
 
on each
 
Senior Term
 
Facility B
 
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
9.1.2
the Base Rate.
9.2
Payment of interest
The Term/RCF
 
Borrower shall pay
 
all accrued interest
 
on a
 
Senior Term
 
Facility B 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.
10
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
Term Facility B 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 Term Facility B 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
 
Term
 
Facility B
 
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
10.2.1
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
 
Senior Term
 
Facility B
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 Term
 
Facility B
 
Loan which
became due on a day
 
which was not the last day
 
of an Interest Period relating to that
Senior Term Facility B 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 Term Facility B Loan.
11
10.3
No overrunning the Final Maturity Date
If an Interest Period for a Senior Term Facility B 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.
10.4
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.
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.
12
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.
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
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.
13.8
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
14
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.
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 TERM FACILITY B LENDERS
Name of Original Senior Term Facility B
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 Term Facility B 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 the Senior Term
 
Facility B 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.]
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 Term Facility B Loan must be credited to [account].
5
This Utilisation Request is irrevocable.
2
Yours
 
faithfully,
…………………………………
 
authorised signatory for
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
 
 
 
1
SIGNATURE PAGES
Signed at
 
on
 
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
 
 
 
 
2
Signed at Sandton
 
on 27 February
 
2025
 
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
 
(as
Original Senior
Term
 
Facility B 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
 
 
 
 
 
 
 
3
Signed at Sandton
 
on 27 February
 
2025
 
for
INVESTEC BANK LIMITED, ACTING
THROUGH ITS INVESTMENT
BANKING DIVISION: CORPORATE
SOLUTIONS
(as
Original Senior Term
Facility B 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
 
 
 
 
4
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