Loan Facility Agreement (the Fifth Addendum).
3.1.With effect from the Signature Date, the Parties hereby agree to amend the following clauses in the Term Loan Facility Agreement in accordance with clause 23.2, as follows:
3.1.1. Clause 3.1.18 is amended and replaced by the following:
"3.1.18 Facility Amount shall mean the ZAR equivalent of up to US$ 120 000 000 (hundred and twenty million Dollars), to be converted by the Lender on the day of any Advance based on the ZAR to Dollar conversion ratio to purchase ZAR as quoted by its South African bank on such Advance Date;"
3.1.2.Clauses 8.3.1 through to and including 8.4 are amended and replaced by the following:
“8.3.1. USD 10,000,000 (ten million United States Dollars) on or before 31 May
2025; and
8.3.2. an additional USD 10,000,000 (ten million United States Dollars) on or before 30 June 2025; and
provided that the drawdown limitations in clauses 8.3.1 and 8.3.2 reflect the historical restrictions applicable prior to the amendments effected by the First Addendum, Second Addendum, Third Addendum, Fourth Addendum and Fifth Addendum, and shall not limit the Borrower’s entitlement, with effect from the Fifth Addendum, to request Advances up to the aggregate principal amount authorised under the Facility from time to time, provided that the cumulative Advances shall not exceed the Facility Amount.
8.4.For the avoidance of doubt, the cumulative amount drawn down under the Facility (including the USD 10,000,000 (ten million United States Dollars) advanced by the Lender to the Borrower during April 2025, as referenced in clause 5.2) shall be subject to the drawdown limitations applicable from time to time under this Agreement, and shall not at any time exceed the Facility Amount, being the ZAR equivalent of US$ 120,000,000 (hundred and twenty million United States Dollars). “
3.1.3.Clause 8.6 is amended by the insertion of the following sentence at the end of clause 8.6.4:
“For the avoidance of doubt, nothing in this clause 8.6 shall preclude the Lender, in its discretion, from advancing further amounts under the Facility, whether or not any of the circumstances contemplated in clauses 8.6.1 to 8.6.4 apply.”
4.1.This Fifth Addendum shall be supplemental to the Term Loan Facility Agreement and subject only to the amendments herein contained.
4.2.In the event of any conflict between the provisions of the Term Loan Facility Agreement and any of the provisions of this Fifth Addendum, this Fifth Addendum shall prevail.
This Fifth Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement as at the Signature Date.