Letlole La Rona : AMENDED AND RESTATED DEBENTURE TRUST DEED IN RESPECT OF THE LETLOLE LA RONA LIMITED DEBENTURE TRUST DEED-CLEAN

AMENDED AND RESTATED DEBENTURE TRUST DEED

IN RESPECT OF THE

LETLOLE LA RONA LIMITED DEBENTURE TRUST DEED

(REGISTRATION NO: CO2010/6316, UIN BW00001394482)

and

TBC

( UIN BW00000029505)

CONTENTS
1.	AMENDED AND RESTATED DEBENTURE TRUST DEED	3
2.	APPOINTMENT OF TRUSTEE	3
2.	ISSUE OF DEBENTURES AND BSE LISTING REQUIREMENTS	6
3.	TRANSFER OF DEBENTURES	7
4.	SUBORDINATION	7
5.	INTEREST	10
6.	PAYMENTS OF INTEREST TO DEBENTURE HOLDERS	11
7.	REPAYMENTS OF DEBENTURES	11
8.	APPLICATION OF MONEYS BY TRUSTEE	14
9.	PREFERENCE	15
10.	POWERS OF TRUSTEE	15
11.	GENERAL PROVISIONS REGARDING TRUSTEE'S DISCRETION AND RESPONSIBILITIES	16
12.	INDULGENCE	17
13.	OBLIGATIONS OF THE COMPANY	17
14.	TRUSTEE'S FEES	18
15.	CESSATION OF OFFICE OF TRUSTEE AND APPOINTMENT OF NEW TRUSTEE	18
16.	TRUSTEE'S FUDICIARY POSITION	19
17.	INDEMNITY	19
18.	DOMICILIUM AND NOTICES	20
19.	MEETINGS AND POWERS OF DEBENTURE HOLDERS	21
20.	APPLICABLE LAW	22
21.	FURTHER RIGHTS OF DEBENTURE HOLDERS	22
22.	CONVERSION OF DEBENTURES	22
23.	ARBITRATION	23
24.	AMENDMENT	24
25.	COSTS	25
26.	ACCEPTANCE	25
27.	ONUS	25
28.	AMENDMENT OF BORROWING POWERS OF THE COMPANY	25
29.	REGISTER	25
2.	REQUISITION	28
3.	CONVENING OF MEETINGS BY REQUISITIONISTS	28
4.	NOTICE OF MEETING	29
5.	QUORUM	29
6.	CHAIRMAN	29
7.	RIGHT OF THE COMPANY AT MEETINGS	30
8.	ADJOURNMENT	30
9.	HOW QUESTIONS DECIDED	30
10.	VOTES	31
11.	PROXIES	31
12.	MINUTES	31

Page 2 of 32

1. AMENDED AND RESTATED DEBENTURE TRUST DEED
2. 1. This Amended and Restated Debenture Trust Deed amends and restates by replacing in its entirety the debenture trust deed in respect of the Letlole La Rona Debenture Trust Deed, and any amendments effected thereto.
   2. This Trust Deed governs the issue of Debentures and whereas the Letlole La Rona Constitution governs the issue of ordinary shares. To the extent that there may be any inconsistency between this Trust Deed and the Constitution, or where the Trust Deed is silent on any issue, which, without limitation, affects the creation, issue, allotment or calling or holding of meetings or any other matter in relation to Linked Units of the holders thereof and their rights, the provisions of this Constitution shall prevail.
3. APPOINTMENT OF TRUSTEE
4. 1. The Trustee is hereby appointed as the representative of the Debenture Holders in accordance with this Trust Deed and applicable law, which appointment he accepts.
   2. The Trustee, in accepting this appointment, records that he does not have any interest or relationship with the issuer of the Linked Units, being the Company, which might conflict with his position as Trustee.

WHEREAS IT IS AGREED AS FOLLOWS:-

1. The headings to the clauses are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify or amplify the terms of this agreement nor any clause. In this agreement, unless a contrary intention clearly appears:

1. Words importing-
2. 1. Any one gender include the other gender;
   2. The singular include the plural and vice versa; and
   3. Natural persons include created entities (corporate or unincorporated) and vice versa;
3. The following terms shall have the meanings assigned to them hereunder and cognate expressions shall a corresponding meaning, namely-

1.2.1	"Act"	means the Companies Act [Cap 42:01] of the Laws of
		Botswana, as amended from time to time;
1.2.2	"BSEL"	means the Botswana Stock Exchange Limited
		established in terms of the Botswana Stock Exchange
		Exchange Act Cap 56:08 and regulated in terms of the
		Regulations and Rules promulgated pursuant thereto;

Page 3 of 32

1.2.3 "Business Day"means any day excluding a Saturday, Sunday or public holiday in the Republic of Botswana;

1.2.4	"Linked Unit"	means a Linked Unit comprising
		1.2.4.1 one ordinary share in the issued share capital
		of the Company; and
		1.2.4.2 one Debenture in the issued Debenture capital
		of the Company.
		indivisibly linked;
1.2.5	"Company"	means Letlole La Rona Limited, a company
		incorporated with limited liability according to the
		laws of Botswana of UIN BW00001394482 ;

1.2.6''Constitution'' means the adopted Letlole La Rona Limited Constitution, as may be amended from time to time;

1. "Debenture Holders" means the registered holders for the time being of the Debentures forming part of Linked Units;
2. "Debentures"means the Debentures governed by the Debenture Trust Deed and specifically, the Debenture that on issue is inextricably linked to an ordinary share to constitute a Linked-Unit;
3. "Trust Deed "or "the Deed" means the Letlole La Rona Limited Debenture Trust Deed, and any supplementary trust deeds which may be made on each issue of Debentures and the schedules thereto;

1.2.10"Record Date"means a date fixed by the directors of the Company, prior to any payment of interest on the Debentures in respect of any financial year, for the determination of

the Debentures Holders entitled to receive that payment, which date shall not be less than 10 (ten) nor

more than 20 (twenty) Business days before that payment and which shall, if the Debenture is listed on the BSE, always be on a Friday or if a Friday is a public holiday in Botswana, the first Business day preceding the public holiday;

1.2.11 "Ordinary Resolution" means a resolution passed at a properly constituted meeting of Debenture Holders, upon a show of hands, by a majority of the Debenture Holders in person and

Page 4 of 32

	voting thereat or, if a poll is duly demanded, by a
	majority of the votes cast at such poll by Debenture
	Holders present in person or by proxy.
1.2.12 "Ordinary Shares"	means a share in the share capital of the Company;
1.2.13 "Register"	means the register or, as the case may be, registers of
	Debenture Holders maintained by the Company in
	terms of Act;

1. "Special Resolution" means a resolution passed at a properly constituted meeting of Debenture Holders, upon a show of hands, by a majority consisting of not less than 75% (seventy five percent) of the votes cast at such poll by debenture Holders present in person or by proxy;
2. "Transfer Office" means the office of the transfer secretaries of the Company from time to time;
3. "Trustee"means (TBA) of and his successors-in-title, as may have been approved in writing by the Minister and any future Trustee appointed under this Deed, whilst acting in that capacity;
4. "Unsubordinated

Creditors"means at any particular date, all creditors of the Company, other than the Debenture Holders in respect of the Debentures, who have claims against the Company which, if that date were the commencement of the winding up of the Company, would be admissible in proof against the Company, including those having contingent claims against the Company, at a value determined by the Company and approved by the Trustee, which approval shall not unnecessarily be withheld.

1. Any reference to an enactment is to that enactment as at the date of signature hereof and as amended or re-enacted from time to time.
2. If any provision is a definition is a substantive provision imposing rights or obligations on any part, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Deed.
3. When any number of days is prescribed in this Deeds, same shall be reckoned exclusively of the first and inclusively of the last day unless the last days fall on a Saturday, Sunday or

Page 5 of 32

public holiday in Botswana, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday in Botswana.

1. Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.
2. Schedules or annexures to this Deed shall be deemed to be incorporated in and form part of this Deed.
3. All decimals of a thebe arising in any final calculation in respect of Debentures will be rounded to the nearest thebe. Decimals in excess of 0.5 (nought comma five) will be rounded down to the nearest thebe and decimals of 0.5 (night comma five) and below will be rounded down to the nearest thebe.

2. ISSUE OF DEBENTURES AND BSE LISTING REQUIREMENTS

1. The directors of the Company may by resolution, and subject to clauses 2.5, 2.6 and 2.7, resolve to create and issue Debentures to be governed by this Deed and to be issued subject to the terms of this Deed and the BSE Listing Requirements. Each subsequent issue of Debentures shall be the subject of a supplemental Debenture trust Deed.
2. In respect of the first issue of Debentures, which is the subject of this Deed, the Company in acknowledgement of the loan represented by each of such Debentures, makes the undertakings in respect of interest and redemption thereof set forth in clauses 5 and 7.
3. In respect of the first Debentures which are linked to Ordinary Shares, 1/20 of the issue price shall be allocated to stated share capital and 19/20 thereof allocated to Debenture capital.
4. Each subsequent issue of Debentures shall be the subject of a supplemental Debenture trust deed, which shall form part of this Trust Deed.
5. The issue of Debentures to be governed by this Deed and the contents of all supplemental Debenture trust deeds hereto, shall be subject to the consent of the Trustee, which consent shall not unreasonably be withheld.
6. All issues of Debenture to be governed by this Deed, subsequent to the first such issue of Debentures, may only be issued either;
7. 1. By way of rights to the holders of Linked Units at the relevant time; Or
   2. As the consideration of the acquisition by the Company or any of its subsidiaries of property, corporeal or incorporeal, or for shares in and loan accounts against companies owing such property;
   3. In terms of the BSE Listing Requirements;

Page 6 of 32

1. All Debentures issued in terms of this Deed shall, unless otherwise provided in the relevant supplemental trust deed;
2. 1. In the event of the liquidation or winding up of the Company, no matter when issued, rank pari passu in all respects with regard to payment in terms of clause 7.1 but, for the purpose of proving claims against the Company, the Trustee shall, subject to clause 5, claim separately for the amounts due to the holders of each specific issue of Debentures in terms of this and any supplemental Debenture trust Deed.
   2. For the purposes of payment of the respective amounts due to Debenture Holdings on redemption in terms of clause 7.2, rank pari passu in all respects.
3. The terms of issues of Debentures subsequent to the first issue shall be set out in a supplemental Debentures trust deed between the Company and the trustee, and each such deed shall form an integral part of this Deeds. Each supplemental Debenture trust deed shall record the capital amount of the relevant Debenture issue together with all the terms and conditions thereof to the extent that such terms are not contained in this Deed.

3. TRANSFER OF DEBENTURES

1. The transfer of Linked Units held on the Central Securities Depository of Botswana (CSDB) will be by way of prescribed transfer form and according to the Rules of the CSDB.
2. In the event of the death of any one joint holder or holders of the Debentures, the survivor or survivors of them will be the only person or persons recognised by the Company as having any title to or interest in the Debentures until the deceased's interest in the
   Debentures has been transferred.

3.3

4. SUBORDINATION

1. The Debentures shall not be subordinated save in the event of;
2. 1. Liquidation or winding up of the Company; or
   2. The auditors of the Company giving written notice to the Trustee that the Company is insolvent, either because its liabilities exceed its assets or because it is not able or unlikely to be able to pay its debts ad and when same became due for payment; or
   3. The happening of an event set forth in clause 7.2.
3. If the Debentures became subordinated pursuant to a liquidation or winding up of the Company and the Debentures become repayable in accordance with clause 7, repayment of the Debentures shall be made after the Unsubordinated Creditors, who shall be entitled to receive payment in full of their claims of whatever nature before the Debenture

Page 7 of 32

Holders receive any repayment. In order to ensure the fulfilment of the provisions of this sub-clause;

1. The trustee shall be the only person entitled to make and prove claims on behalf of the Debenture Holders and such claims shall be made and proved in the name of the Trustee.
2. Any claim made or proved by the Trustee shall be subject to the condition that no amount shall be paid in respect thereof to the extent that the effect of such payment would be that any amount due to the Unsubordinated Creditors would be reduced.
3. If the liquidator is not prepared or is unable to accept claims proved subject to the condition contained in clause 4.2.2 then the following shall apply:
4. 1. The trustee shall make or prove claims for the full amount due to the Debenture Holders.
   2. Any amount in respect of the Debenture paid pursuant to clause 4.2.3.1 to the trustee pari passu with the amounts payable to the Unsubordinated Creditors shall be held by the Trustee in trust-

1. for distribution, subject to clause 8.1.1 amongst the Unsubordinated Creditors in the winding-up as if the claims in respect of the Debentures had been subordinated as aforesaid, and the said trust may be performed by the Trustee by repaying to the liquidator the amount due to the Unsubordinated Creditors upon trust to distribute the same accordingly or in any other equitable manner, and the Trustee shall not be bound to supervise such distribution: and
2. the Trustee shall receive for distribution amongst the Debenture Holders only such amount (if any) as shall be available to be applied in or towards payment of the amount owing in respect of their Debentures after the claims of the Unsubordinated Creditors shall have been satisfied, paid or provided for in full.

4.3 If the Debentures become subordinated pursuant to a notice given in terms of clause 4.1 and in the event of the Debentures becoming payable in terms of clause 7, no repayment shall be made to Debenture Holders until the Unsubordinated Creditors on the date on which the trustee gives notice to the Company in terms of clause 7.4 (the notice date) shall have been consulted and their claims settled or secured as set out below;

Page 8 of 32

1. 1. The Company shall within 10 (ten) Business days of the notice date, compile from its records a list of Unsubordinated Creditors (the list) at the date showing the nature and amount of their claims;
   2. Within 20 (twenty) Business days of the notice date, the Company shall advise all persons on the list in writing by ordinary mail that the Debentures are to be repaid and that objections thereto are to be received by the Trustee within a period of 20 (twenty) Business days from the date of posting that advice to Unsubordinated Creditors;
   3. If an Unsubordinated Creditors as at the notice date objects to the repayment of the Debentures the Company shall in its discretion either
   4. 1. Settle the claim of the Unsubordinated Creditor concerned; or
      2. Secure the payment of the Unsubordinated Creditor's claim in any manner reasonably required by the Unsubordinated Creditor concerned;
   5. The auditors of the Company shall report to the Trustee upon the carrying out of the clauses 4.3.1 to 4.3.3 and no payment in respect of the Debentures shall be made in terms hereof unless the said auditors report that the said provisions have been properly carried out;
   6. Nothing contained in this clause 4.3 shall preclude the Trustee from making application to wind up the Company, in which event the provisions of clause 4.2 shall apply.
2. The rights of the Debenture Holders to repayment in accordance with clause 7 shall be subordinated to the claims of the Unsubordinated Creditors in the manner set out hereafter.
3. If the Debentures become repayable in accordance with clause 7, that repayment shall be made after the Unsubordinated Creditors, who shall be entitled to receive payment in full of their claims of whatever nature before the Debenture Holders receive any payment. In order to ensure the fulfilment of the provisions of this sub-clause-
4. 1. The Trustee shall be the only person entitled to institute action or prove claims on behalf of Debenture Holders and such action or claims shall be made and proved in the name of the Trustee.
   2. Any claim the subject of judgement in favour of or proved by the Trustee shall be subject to the condition that no amount shall be paid in respect thereof to the extent that the effect of such payment would be reduced.

Page 9 of 32

1. 1. If the Company is in liquidation and the liquidator is not prepared or is unable to accept claims proved subject to the condition contained in clause, then the provisions of clause 4.2.3 shall apply.
2. Each Debenture Holder authorises and directs the Trustee on his behalf to take such action as may be necessary or appropriate to fulfil the subordination as provided in this clause 4 and appoints the Trustee as his agent for such purpose.
3. If this Deed is amended whether before or after Debentures may have become subordinated, in any manner that affects the vested rights of Unsubordinated Creditors (and for this purpose any amendment to this clause 4 or clause 7 shall be deemed to affect those vested rights);
4. 1. The terms of this Deed prior to such amendment shall nevertheless continue in force in respect of those Unsubordinated Creditors at the date upon which the amendment becomes effective and in respect of the amounts owing to them on that date;
   2. This Deed, as amended, shall apply to Unsubordinated Creditors in respect of the amounts owing to them which arose after the date upon which the amendment became effective.
5. This clause 4 shall constitute a contract for the benefit of the Unsubordinated Creditors and shall be capable of acceptance by any or all of them.

5. INTEREST

1. The rate or amount of interest, the manner in which it is calculated and the dates by reference to which the Record Dates are fixed and upon which interest falls due, accrues and becomes payable in respect of the issue of Debentures governed by this Deed shall be determined by and in the sole discretion of the directors of the Company and in respect of other issues of Debentures be as set forth in the supplemental Debentures trust deed entered into in respect of each such issue of Debentures.
2. Notwithstanding clause 5.1, the Company shall distribute at least 80% of monies available after the payment of approved capital expenditure, repayment of capital and interest due on third party debt, provision for replacement, repair and refurbishment of assets of the Company and operating costs, as interest on the Debentures.
3. If the Company changes the date upon which its financial year ends, the Company shall be and is authorised by the Debenture Holders to change the dates by reference to which the Record Dates are determined and the interest is calculated, fall due, accrues and becomes payable, provided that:
4. 1. The rights of the Debenture Holders to interest on their Debentures shall not be diminished or adversely by such changes;

Page 10 of 32