First Addendum to Facilities Agreement



 Exhibit 10.1 
 FIRST ADDENDUM TO FACILITIES AGREEMENT 
 amongst 

THE PARTIES LISTED IN PART 1A OF SCHEDULE 1 TO THE FACILITIES AGREEMENT 

(in their capacities as Original WCF Lenders) 
 and 
 THE PARTIES LISTED IN PART IB OF SCHEDULE 1 TO THE FACILITIES AGREEMENT

 (in their capacities as Original Participating Lenders) 

and 
 NEDBANK
LIMITED 
 (acting through its CORPORATE BANKING DIVISION) 

(in its capacity as Arranger and Facility Agent) 
 and 
 NEDBANK LIMITED 

(in its capacity as Issuing Bank) 
 and 
 THE PARTIES LISTED IN PART II OF SCHEDULE 1 TO THE FACILITIES AGREEMENT

 (in their capacities as Original Borrowers) 
 and 
 THE PARTIES LISTED IN PART III OF SCHEDULE 1 TO THE FACILITIES AGREEMENT

 (in their capacities as Original Guarantors) 

 
 



 
   CORPORATE LEGAL 







 



 
  

	1.	DEFINITIONS AND INTERPRETATION 

 In this Agreement, unless clearly inconsistent with or otherwise indicated by the context – 
  

	1.1.	the following expressions shall bear the meanings ascribed to them hereunder and cognate expressions shall bear corresponding meanings - 


 

	1.1.1.	“Addendum” means the agreement set out in this document; 

  


	1.1.2.	“Addendum Signature Date” means the date of signature of this Addendum by the Party signing last in time; 


 

	1.1.3.	“Facilities Agreement” means the Facilities Agreement amongst the parties listed in part IA of Schedule 1 thereto (in their capacities as original WCF
Lenders), the parties listed Part IB of Schedule 1 thereto (in their capacities as Original Participating Lenders), Nedbank Limited (acting through its Corporate Banking Division) (in its capacity as arranger and Facility Agent), Nedbank Limited (in
its capacity as issuing Bank), the parties listed in Part II of Schedule 1 thereto (in their capacities as original Borrowers) and the parties listed in Part III of Schedule 1 thereto (in their capacities as original Guarantors) dated 9 July
2009; 

  

	1.2.	Words and phrases used (but not otherwise defined) in this Addendum have the meanings given to them in the Facilities Agreement. 


 

	2.	INTRODUCTION 

 The Parties
concluded the Facilities Agreement and have agreed to effect certain amendments to the Facilities Agreement which are set out in this Addendum, it being recorded for the purpose of clause 34.5.1 of the Facilities Agreement that Nedbank is the sole
WCF Lender as at the Addendum Signature Date. 
  

	3.	AMENDMENT 

 With effect
from the Addendum Signature Date, the Parties agree to amend the Facilities Agreement as follows: 
  

	3.1.	Clause 2.1.10 is amended by the insertion of the word “available” before the full stop at the end of the clause. 


 

	3.2.	Clause 2.1.51 is deleted in its entirety and replaced with the following: 

 “ “Facility A Final Repayment Date” means 9 July 2016;” 
  

	3.3.	Clause 2.1.56 is deleted in its entirety and replaced with the following: 

 “ “Facility B Final Repayment Date” means 9 July 2016;” 
  

	3.4.	Clause 2.1.58 is deleted in its entirety and replaced with the following: 

 “ “Facility C Final Date” means 9 July 2016;” 
  

	3.5.	Clause 2.1.36 is amended by deleting “R400 000 000 (Four Hundred Million Rand)” and replacing it with “R300 000 000 (Three
Hundred Million Rand)”; 

  

	3.6.	A new clause 2.1.64.13 is inserted after clause 2.1.64.12 and before the words “and “Finance Document” means, as the context requires, any of
them.” to read as follows: 

 “2.1.64.13 any document delivered pursuant to clause 9A.2.3 to the extent
that that document imposes rights and obligations on the Parties” 

  








 



 
  

	3.7.	Clause 2.1.67.12 is amended by the deletion of the words “the Original Note Purchase Agreement and”. 


 

	3.8.	A new clause 2.1.74A is inserted after clause 2.1.74 and before clause 2.1.75 to read as follows: 


“2.1.74A “Headroom Limit” means R225 000 000 (Two Hundred and Twenty Five Million Rand);” 

 

	3.9.	Clause 2.1.81 is amended by deleting “R250 000 000 (Two Hundred and Fifty Million Rand)” and replacing it with “R225 000 000
(Two Hundred and Twenty Five Million Rand)”; 

  

	3.10.	Clause 2.1.153 is deleted in its entirety and replaced with the following: 

 “ “Total Commitments” means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments;” 

 

	3.11.	Clause 2.1.156 is deleted in its entirety and replaced with the following: 

 “ “Total Facility A Commitments” means the aggregate of the Facility A Commitments, being R525 000 000 (Five Hundred and Twenty Five Million Rand);” 

 

	3.12.	Clause 2.1.157 is deleted in its entirety and replaced with the following: 

 “ “Total Facility B Commitments” means the aggregate of the Facility B Commitments, being R250 000 000 (Two Hundred and Fifty Million Rand);” 

 

	3.13.	Clause 2.4.24 is deleted in its entirety and replaced with the following: 

 “ a “subsidiary” shall bear the meaning ascribed to it in section 3 of the Companies Act, 71 of 2008.” 

 

	3.14.	A new clause 9A is inserted after clause 9.8.2 and before clause 10 to read as follows: 


“9A HEADROOM LIMIT 
  

	 	9A.1	The Borrowers may apply to the Original Participating Lender for an increase in the Total Facility A Commitments and the Total Facility B Commitments in an aggregate
amount not exceeding the Headroom Limit by delivering to the Original Participating Lender a written notice (a “Headroom Request”) containing: 


 

	 	9A.1.1	confirmation that no Default has occurred and is continuing; 

  

	 	9A.1.2	confirmation that business rescue proceedings have not commenced in respect of any Obligor; 


 

	 	9A.1.3	advising the amount of the increase in the Commitments applied for, the period for which the increase is sought and whether the increase is sought in respect of the
Total Facility A Commitments or the Total Facility B Commitments; and, if the increase is requested in respect of the Total Facility A Commitments, whether the increase is requested in respect of the Direct Facilities Instrument Sub-Limit or the
Indirect Facility Instruments Sub-Limit; and 


  
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	 	9A.1.4	confirming that the Headroom Request, if approved, will not affect the ability of the Obligors to perform their obligations under the Finance Documents.


  

	 	9A.2	The Original Participating Lender shall, in its sole and absolute discretion and within 10 Business Days of receipt of a Headroom Request, advise the Borrowers in
writing (a “Headroom Request Response”) whether or notthe relevant Headroom Request has been approved, which advice shall: 

  

	 	9A.2.1	state whether or not the Headroom Request has been approved; 

  

	 	9A.2.2	advise any conditions to the approval of the Headroom Request; 

  

	 	9A.2.3	advise what documentation, if any, is required to be executed and delivered by the Obligors prior to the implementation of the Headroom Request, including any addendum
to this Agreement or the provision of any security. 

  

	 	9A.3	If a Headroom Request is approved, the increase of the Total Facility A Commitments or the Total Facility B Commitments in the amount and for the period requested in
the Headroom Request will take effect upon written notice from the Original Participating Lender that all of the conditions contained in the Headroom Request Response have been fulfilled to its satisfaction and that all documents required in terms
of a Headroom Response have been executed and delivered in form and substance satisfactory to the Original Participating Lender 

  

	 	9A.4	Any increase in the Total Facility A Commitments or the Total Facility B Commitments pursuant to this clause 9A shall increase the Commitments of the Original
Participating Lender only and no other Participating Lender shall be obliged to increase its Commitments as a result.” 

  

	3.15.	A new clause 24.6.4 is inserted after clause 24.6.3 to read as follows: 

 “24.6.3 An Obligor becomes financially distressed as contemplated in section 128(1)(f) of the Companies Act, 71 of 2008” 

 

	3.16.	Clause 24.7.1 is amended by the insertion of the words “business rescue,” after the words “winding-up,”. 


 

	3.17.	Clause 24.7.3 is amended by the insertion of the words “, business rescue practitioner” after the words “compulsory manager”.


  

	3.18.	 Clause 33.1.1.1 is amended by the deletion of “2nd Floor Corporate Place, Block F”. 



 

	3.19.	The following clauses are deleted in their entirety (without any renumbering of the remaining clauses): 


 

	3.19.1.	clause 2.1.76; 

  

	3.19.2.	clause 23.8.2; 

  

	3.19.3.	clause 2.1.110; 

  

	3.19.4.	clause 2.1.118.5; and 

  

	3.19.5.	clause 2.1.119.7. 


  
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	3.20.	The table contained in Part I of Schedule 3 is deleted in its entirety and replaced with the following: 


 

									
	 Name of Original WCF Lender
	  	Facility	 	  	Commitment	 
	 Nedbank
	  	 	Facility A	  	  	 	R525 000 000	  
		  	 	Facility B	  	  	 	R250 000 000	  

  

	4.	SAVING 

 The
Facilities Agreement remains in full force and effect between the Parties and is only amended as specifically provided for in this Addendum. 

SIGNED at Sandton on this the 23rd day of February 2012 

 

	
	 For and on behalf of

	NEDBANK LIMITED (acting through the CORPORATE BANKING division) (as Arranger, Original WCF Lender and Original Participating Lender)
	
	 /s/ M. Steenkamp

	 Name: M. Steenkamp

	 Capacity: Authorized Signatory

	 Who warrants his authority hereto

	
	 /s/ Illegible

	 Name: Illegible

	 Capacity: Authorized Signatory

	 Who warrants his authority hereto




  
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 SIGNED at Sandton on this the 23rd day of
February 2012 
  

	
	 For and on behalf of

	 NEDBANK LIMITED (as Facility Agent)

	
	 /s/ M. Steenkamp

	 Name: M. Steenkamp

	 Capacity: Authorized Signatory

	 Who warrants his authority hereto

	
	 /s/ Illegible

	 Name: Illegible

	 Capacity: Authorized Signatory

	 Who warrants his authority hereto



 SIGNED at Johannesburg on this the 4th day of April 2012 

 

	
	 For and on behalf of

	 NEDBANK LIMITED (as Issuing Bank)

	
	 /s/ M. Steenkamp

	 Name: M. Steenkamp

	 Capacity: Authorized Signatory

	 Who warrants his authority hereto

	
	 /s/ Illegible

	 Name: Illegible

	 Capacity: Authorized Signatory

	 Who warrants his authority hereto




  
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 SIGNED at Johannesburg on this the 4th day
of April 2012 
  

					
	For and on behalf of
	UTI SA (PROPRIETARY) LIMITED (as Original Borrower and Original Guarantor)
	
	 /s/ G. Rimmer

	 Name: G. Rimmer

	 Capacity: Director

	 Who warrants his authority hereto

	
	 /s/ Mangaliso Mtshali

	 Name: Mangaliso Mtshali

	 Capacity: Director

	 Who warrants his authority hereto



 SIGNED at Johannesburg on this the 4th day of April 2012 

 

					
	For and on behalf of
	PYRAMID FREIGHT (PROPRIETARY) LIMITED acting through its South African branch (as Original Guarantor)
	
	 /s/ G. Rimmer

	 Name: G. Rimmer

	 Capacity: Director

	 Who warrants his authority hereto

	
	 /s/ Dan Cann

	 Name: Dan Cann

	 Capacity: Director

	 Who warrants his authority hereto




  
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 SIGNED at Johannesburg on this the 4th day
of April 2012 
  

	
	For and on behalf of
	CO-ORDINATED MATERIALS HANDLING (PROPRIETARY) LIMITED (as Original Borrower and Original Guarantor)
	
	 /s/ Paul Firkin

	Name: Paul Firkin
	Capacity: Managing Director
	Who warrants his authority hereto
	
	 /s/ G. Rimmer

	Name: G. Rimmer
	Capacity: Director
	Who warrants his authority hereto


 SIGNED at Johannesburg on this the 4th day of April 2012 

 

	
	For and on behalf of
	CO-ORDINATED INVESTMENT HOLDINGS (PROPRIETARY) LIMITED (as Original Borrower and Original Guarantor)
	
	 /s/ Paul Firkin

	Name: Paul Firkin
	Capacity: Managing Director
	Who warrants his authority hereto
	
	 /s/ G. Rimmer

	Name: G. Rimmer
	Capacity: Director
	Who warrants his authority hereto



  
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 SIGNED at Johannesburg on this the 4th day
of April 2012 
  

					
	 For and on behalf of

	UTI-CMH SUB ASSEMBLY (PROPRIETARY) LIMITED (as Original Borrower and Original Guarantor)
	
	 /s/ Paul Firkin

	Name: Paul Firkin
	Capacity: Managing Director
	Who warrants his authority hereto
	
	 /s/ G. Rimmer

	Name: G. Rimmer
	Capacity: Director
	 Who warrants his authority hereto



 SIGNED at Johannesburg on this the 4th day of April 2012 

 

	
	For and on behalf of
	ILANGA FREIGHT (PROPRIETARY) LIMITED (as Original Borrower and Original Guarantor)
	
	 /s/ Dirk Jan Goedhart

	Name: Dirk Jan Goedhart
	Capacity: VP, Freight Fowarding
	Who warrants his authority hereto
	
	 /s/ Vaunn Lionel Kelly

	Name: Vaunn Lionel Kelly
	Capacity: VP, Finance, Director (Ilanga)
	Who warrants his authority hereto



  
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