Exhibit 10.14


 


SPESCOM
SOFTWARE LIMITED


(Registered number
2253256)


(the “Company”)


 


To: Absa Bank Limited 


(the “Bank”)


 


9th November 2005


 


Dear Sirs


 


Facility Letter dated 17 April 2000 (and entered into by Spescom
Limited (a company incorporated under the laws of the Republic of South Africa
with registered number 1987/001083/06) (the “Borrower”)
on 18 April 2000) between the Borrower and the Bank as amended and
restated by the First Supplemental Agreement dated 31 May 2002 between the
Borrower and the Bank (the “Facility Letter”).


 


1              We
refer to the Facility Letter. Terms and expressions defined or used in the
Facility Letter shall, unless the context otherwise requires, bear the same
meanings in this letter.


 


2              We
also refer to the Guarantee and Indemnity dated 31 May 2002 (the “Guarantee”) entered into by the Borrower in favour of the
Bank.


 


3              The
Facility Letter is to be the subject of amendment and restatement in accordance
with the terms of a second supplemental agreement (the “Second Supplemental Agreement”) to be entered into on or about the
date of this letter between the Bank and the Borrower.


 


4              We,
the Company, acknowledge, confirm and agree that:


 


(a)           we
have not given notice to the Bank to determine the Guarantee under Clause 3 of the
Guarantee;


 


(b)           the
Guarantee continues in full force and effect in accordance with its terms and guarantees
all present and future obligations and liabilities which are for the time being
(whether actual or contingent and whether owed jointly or severally or in any other
capacity whatsoever) due, owing or incurred by the Borrower or any Subsidiary
(as defined in the Guarantee) to the Bank on any account whatsoever; and


 


(c)           the
amendments made to the Facility Letter by the Second Supplemental Agreement and
the entry into of the Second Supplemental Agreement shall not affect the
legality, validity or binding nature of our obligations under the Guarantee.


 


5              Each
representation and warranty contained in the Guarantee, if any, remains true and
correct in all respects and is deemed to be repeated as at the date hereof and the
Effective Date (as defined in the Second Supplemental Agreement) and we confirm
that we are in compliance with all of our other obligations contained in the Guarantee.


 


6              This
letter is designated a Finance Document executed pursuant to the Facility Letter.


 


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7              Clause
29 of the Guarantee shall be deemed incorporated in this letter but as if references
to the Guarantee were references to this letter.


 


6              Unless
the right of enforcement is
expressly granted, it is not intended that a third party should have the right
to enforce a provision of this letter pursuant to the Contracts (Rights of
Third Parties) Act 1999. The parties hereto may rescind or vary this letter
without the consent of a third party to whom an express right to enforce any of
its terms has been provided.


 


Please countersign below to confirm your agreement to these terms.


 


This letter is executed and delivered as a deed, notwithstanding the
fact that the Bank may sign under hand, on the date first above written.


 


Executed and delivered as a deed by 


Spescom Software Limited


acting by:


 


 


	
  Director:

  	
  /s/  John W. Low

  	
   

  
	
  Print Full Name:

  	
  John W. Low

  
				



 


	
  Director:

  	
  /s/  Ben
  Martin

  	
   

  
	
  Print Full Name:

  	
  Ben Martin

  
				



 


Being a person(s) who, in accordance with the laws of that territory,
is acting under the authority of that company.


 


We agree the above


 


For and on behalf of 


ABSA Bank Limited


 


	
  Date:

  	
   

  	
  November 9th 2005

  



 


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