exhibit1061stbkamendedfa






    PRIVATE AND CONFIDENTIAL    The Directors  Mix Telematics Limited  P O Box 12326  Vorna Valley  1686    Attention: Paul Dell    Date                           Direct telephone          In reply please quote                                 number                    our reference  24 January 2020                (011) 721-5872            M Napo/B Hendricks/S Chikepe/EV    Dear Sirs    FIRST AMENDMENT TO EXISTING FACILITY LETTER    1.     We, The Standard Bank of South Africa Limited (Registration Number 1962/000738/06) ("the         Bank") refer to the facility letter from the Bank to Mix Telematics Limited (Registration Number:         1995/013858/06)  ("the  Customer")  dated  21  February  2018,  as  amended,  varied  or         supplemented from time to time ("the Facility Letter"). The Bank and the Customer (hereinafter         collectively referred to as "the Parties") wish to amend the provisions of the Facility Letter as         set out in this first amendment letter ("First Amendment Letter").   2.     Any definitions contained in the Facility Letter, shall apply mutatis mutandis to the provisions of         this First Amendment Letter unless the context indicates otherwise.  3.     The amendments contained in this First Amendment Letter which are, in the opinion of the Bank,         for the benefit of the Customer, shall only become of force and effect upon the fulfilment to the         satisfaction of the Bank of the following conditions precedent:  3.1.   that together with this First Amendment Letter, the Bank is furnished with a certified copy/ies of         the  supporting  resolution/s  in  relation  to  this  First  Amendment  Letter  along  the  lines  of  the         enclosed specimen/s or in a format otherwise acceptable to the Bank; and  3.2.   that  the  Bank  is  satisfied  that  the  borrowing  powers  of  the  Customer,  each  of  the  security         providers  and  Additional  Parties  as  provided  for  in  their  memorandum  of  incorporation  or         equivalent constitutional documents are unlimited, or alternatively that the Facilities are within         the amount authorised by the Customer, each of the security providers and each of the Additional         Parties in terms of their borrowing powers.  4.     To the extent that the Bank allows the Customer to utilise the Facilities prior to the fulfilment of         any or all the conditions precedent, the Customer shall be obliged to ensure that such conditions         are fulfilled upon the Bank requiring the Customer to do so ("the Deferred Conditions").  5.     The conditions precedent in paragraph 3 above is/are for the benefit of the Bank, which may         waive any of the said conditions precedent in its sole discretion.  6.     Subject to paragraph 4, with respect to any increase to Limit/s, the limit/s previously in place         shall be applicable until such time as the said conditions precedent have been fulfilled, waived         or become Deferred Conditions.  7.     Upon the acceptance of this First Amendment Letter by the Customer, each of the security         providers and Additional Parties, and, in the case only of amendments which are, in the opinion         of the Bank, for the benefit of the Customer, the fulfilment and/or waiver of the above conditions         precedent, the Facility Letter shall be amended with effect from date of signature hereto (“the         Effective Date”), by:  7.1.   deleting the table of Limits in paragraph 1 of the Facility Letter and replacing it with the following         table:    Standard Bank Centre 30 Baker Street Rosebank 2196 / PO Box 61690 Marshalltown 2107 South Africa / standardbank.co.za  Tel. Switchboard: +27 (0)11 721 9000      The Standard Bank of South Africa Limited (Reg. No. 1962/000738/06) Authorised financial services provider and registered credit provider (NCRCP15)  INITIALS    Directors: TS Gcabashe (Chairman)   L Fuzile* (Chief Executive)   A Daehnke*   MA Erasmus1  GJ Fraser-Moleketi     Hao Hu2     GMB Kennealy     JH Maree    NNA Matyumza   KD Moroka      ML Oduor-Otieno3    AC Parker   ANA Peterside CON4    MJD Ruck   PD Sullivan5     SK Tshabalala*   JM Vice    Lubin Wang2        Company Secretary: Z Stephen - 12/07/2019   *Executive Director     1British    2Chinese     3Kenyan     4Nigerian     5Australian       





 






                                          Page 2 of 3                                                                                                           "1.     The Facilities                            Nature of Facility                  "Maximum      Aggregate      Limit"/                                                       "Limit/s"                   Working Capital Facility            R     25 000 000                   Customer     Foreign    Currency    R     64 000 000                   Account     Overdraft     Facility                   (subject  to  paragraph  4.5  of  the                   Facility Letter)                   Vehicle and Asset Finance           R       8 000 000                   Fleet Management Services           R          500 000                   Guarantees by Bank                                       Performance Guarantees           R       9 000 000                                                       R       1 000 000                     Financial Guarantees                   Derivative   Products     Trading   R            50 000                            Facility                                                                                                    ”  7.2.   deleting Appendix A and Appendix B in their entirety and replacing them with the new Appendix         A and Appendix B attached hereto.  8.     Save for the amendments referred to herein, the Facility Letter shall be unaltered and continues         to be of full force and effect.  9.     In the event of any ambiguity arising or conflict existing between the provisions of this First         Amendment  Letter  and  the  provisions  of  the  Facility  Letter,  the  provisions  of  this  First         Amendment Letter shall prevail.  10.    This  First  Amendment  Letter,  once  signed  by  the  Parties,  together  with  the  Facility  Letter,         constitutes the whole agreement between the Parties in relation to the subject matter hereof and         no variation or addition hereto, nor any consensual cancellation of the terms and conditions of         this First Amendment Letter shall be of any force or effect unless reduced to writing and signed         by the Parties.  11.    This First Amendment Letter may be signed by the signatories hereto in counterparts and each         signed copy shall together constitute one document.  12.    Each provision of this First Amendment Letter is severable, the one from the other and, if at any         time any provision is or becomes or is found to be illegal, invalid, defective or unenforceable for         any reason by any competent court, the remaining provisions shall be of full force and effect and         shall continue to be of full force and effect.  13.    To indicate your acceptance of the aforegoing, kindly initial each page of the attached duplicate         of this First Amendment Letter (including any appendices hereto), sign the acknowledgement on         the  final  page  of  this  First  Amendment  Letter  and  return  same  to  the  Bank  on  or  before,          15 May 2020 when the offer to amend the Facility Letter as contained in this First Amendment         Letter expires ("the Expiry Date"). This Amendment Letter shall be of no force and effect unless         and until it is signed by the Parties on or before the Expiry Date.       Yours faithfully         Signature:  _________________________________  Name:          Raven Moodley    Designation: SA Head: Telecoms, Media & Technology                                                                                                    INITIALS 





 






                                          Page 3 of 3                                                                                                    ACKNOWLEDGEMENT BY CUSTOMER  TERMS AND CONDITIONS ACCEPTED      SIGNED AT _____________________________ ON _________________________ 2020.    For:    Mix Telematics Limited (Registration Number: 1995/013858/06)    Signature:      __________________________________          _____________________________    Name:          __________________________________           _____________________________    Designation:   ___________________________________          _____________________________    Physical Address:      ___________________________________                           ___________________________________    Telephone No.:         ___________________________________    Facsimile No.:         ___________________________________                                                                                             INITIALS 





 






                                                                                                                                                             RESOLUTION    AT A MEETING OF THE DIRECTORS OF MIX TELEMATICS LIMITED (REGISTRATION NUMBER: 1995/013858/06)  ("THE CUSTOMER") HELD AT ____________________________ ON THE _________________________ 2020.    IT WAS RESOLVED THAT:    1.     the Customer accepts the amendments to the facility letter dated 21 February 2018 ("the Facility Letter") from         The Standard Bank of South Africa Limited ("the Bank") to the Customer as provided in the first amendment letter         to the Facility Letter dated on or about 24 January 2020 ("the First Amendment Letter") which has been laid         before and approved by this meeting, prior to signature thereof by the authorised signatories stipulated below;  2.     ____________________  and  ___________________  (whose  specimen  signature  appears  below)  in  their         capacities as ________________ and _______________ be and hereby are authorised to accept, negotiate,         approve and execute the First Amendment Letter on behalf of the Customer, giving effect to the amendment/s         contemplated therein.    IT IS HEREBY CERTIFIED THAT:    a)     the borrowings contemplated in the Facility Letter and the First Amendment Letter, are within the borrowing powers         of the Customer and its directors;  b)     the specimen signatures of the authorised signatories in terms of the above resolution are as follows:                                                           Authorised Signatory                                                       Authorised Signatory        CERTIFIED A TRUE EXTRACT OF THE MINUTES OF THE MEETING:      Signature______________________________  Chairman of the Meeting      Signature______________________________  Company Secretary    _________________________  Date      OR    ALL OF THE DIRECTORS / MAJORITY OF THE DIRECTORS TO SIGN      _________________________  Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                     





 






                                                                                                                                                                                                                        APPENDIX A GENERAL TERMS AND CONDITIONS                                                                      birth,  education,  identity  number,  telephone  number,  1       Definitions                                                 email, postal or street address, biometric information                                                                      and financial, criminal or employment history as well as          In this Facility Letter:                                                                      correspondence sent by the person that is implicitly or  1.1     where a term is defined in either the Offer Letter or the                                                                      explicitly of a private or confidential nature or further          appendices thereto, it shall bear the meaning assigned                                                                      correspondence that would reveal the contents of the          to it throughout the Facility Letter;  1.2     "Bank Account" shall mean any bank account held by          original correspondence;                                                              1.14    "Prime" shall mean the publicly quoted basic rate of          the Customer with the Bank from time to time;  1.3     "Business  Day" shall mean any day which is not a           interest per annum ruling from time to time (as certified                                                                      by any manager or divisional executive of the Bank,          Saturday,  Sunday  or  official  public  holiday  in  South                                                                      whose appointment it shall not be necessary to prove)          Africa or the country of incorporation of the Customer                                                                      at which the Bank lends on overdraft;          and,  in  the  case  of  an  offshore  loan,  not  an  official                                                              1.15    "Sanctioned  Entity"  shall  mean  a  person  or  entity          public holiday in the country of the currency in which                                                                      sanctioned by a Sanctioning Body;          the loan has been or is requested to be granted, or in                                                              1.16    "Sanctioning  Body"  shall  mean  any  one  or  a          the Isle of Man (in the case where the loan has been                                                                      combination  of  the  following:  the  Office  of  Foreign          or is requested to be granted out of the Isle of Man);  1.4     "Code" means  the  United  States  Internal  Revenue        Assets Control of the Department of Treasury of the                                                                      United States of America, the United Nations Security          Code of 1986;  1.5     "Companies Act" shall mean the Companies Act 71             Council, the European Union’s Common Foreign and                                                                      Security Policy, Her Majesty’s Treasury of the United          of 2008, as amended from time to time;  1.6     "Event of Default" shall mean the occurrence of any         Kingdom,  the  French  Ministry  of  Economy,  Finance                                                                      and  Industry  and  any  other  sanctioning  body          event detailed in paragraph 11 of this Appendix A;  1.7     "FATCA" shall mean –                                        recognised by the Bank from time to time;                                                               1.17    "Signature Date" shall mean the date of signature of  1.7.1   sections 1471 to 1474 of the Code or any associated                                                                      the Facility Letter by the Customer;          regulations or other official guidance;                                                              1.18    "Subsidiary" shall bear the meaning assigned thereto  1.7.2   any  treaty,  law,  regulation  or  other  official  guidance                                                                      in the Companies Act. “          enacted  in  any  other  jurisdiction,  or  relating  to  an                                                              1.19    "Use" shall mean to utilise, draw down under, request          intergovernmental  agreement  between  the  United                                                                      the issuance of any Instrument/s under or in terms of          States of America and any other jurisdiction, which (in                                                                      or otherwise avail of the Facilities. "Used" will have a          either case) facilitates the implementation of paragraph                                                                      similar meaning;           1.7.1 above; or                                                              1.20    words importing the singular shall include the plural,  1.7.3   any  agreement,  pursuant  to  the  implementation  of                                                                      and vice  versa and  words  importing  natural  persons          paragraph  1.7.1  and  1.7.2  above,  with  the  United                                                                      shall include legal persons, and vice versa;          States  Internal  Revenue  Service,  the  United  States                                                              1.21    when any number of days is prescribed in this Facility          government or any governmental or taxation authority                                                                      Letter, same shall be reckoned exclusively of the first          in any other jurisdiction;  1.8     "FATCA   Deduction"   means  a  deduction  or               and inclusively of the last day;                                                              1.22    no  provision  herein  shall  be  construed  against  or          withholding from a payment under the Facility Letter as                                                                      interpreted to the disadvantage of any party by reason          required by FATCA;  1.9     "Increased Costs" shall mean any and all additional         of  such  party  having  or  being  deemed  to  have                                                                      structured, drafted or introduced such provision; and           costs to, or reduction in the amount payable to, or a                                                              1.23    for the purposes of this Facility Letter, "the Customer"          reduction in the overall return which would have been                                                                      shall mean the Customer and/or any Additional Parties          achieved by the Bank on its capital or regulatory capital                                                                      to the extent either the Customer and/or the Additional          but  for  the  Bank  having  entered  into,  or  which  is                                                                      Parties are allowed to Use the Facilities.          attributable  to  the  Bank  entering  into,  performing  its          obligations,  maintaining  a  commitment  or  funding its          obligations under the Facility Letter;              2       Duration and Repayment of Facilities  1.10    "Laws"  shall  mean  laws,  ordinances,  Regulations,       Notwithstanding  any  other  provision  of  the  Facility          judgements and orders of any competent court, central       Letter:          bank or governmental agency or authority having the 2.1     the Maximum Aggregate Limit for each Facility may be          force of law in any relevant jurisdiction;                  terminated by the Bank by notice to the Customer to  1.11    "Old Companies Act" shall mean the Companies Act            that effect in which event the relevant Facility/ies shall          61 of 1973 (as amended);                                    either  be  cancelled  immediately  or  from  any  1.12    "Regulation" shall mean any regulation, rule, official      subsequent date stated in that notice and all amounts          directive, request or guideline (whether or not having      outstanding  under  the  cancelled  Facility/ies  shall          force of  law)  or  any  such  directive analogous  to  the become immediately repayable; and/or          aforegoing,  which  the  Bank  has  elected  and/or  is 2.2  the Bank may, by notice to the Customer, require all          obliged to comply with and/or which is in accordance        amounts  outstanding  under  all  or  a  particular          with the practice of a responsible banker (in its sole,     Facility/ies  to  be  repaid  immediately  or  by  any  later          absolute  and  unfettered  discretion)  of  any             date stated in such notice, or require cash collateral or          governmental, intergovernmental, supranational body,        other security ("the Collateral") to be provided to the          agency, department or of any regulator, self-regulating     Bank for any contingent liabilities to the Bank under the          body or other authority or organisation;                    Facility Letter, including any contingent liabilities under  1.13    "Personal  Information" shall  mean  information            guarantees or letters of credit and/or the Instruments;          relating  to  an  identifiable,  natural  or  juristic  person, and/or          including but not limited to, information relating to race, 2.3  the Maximum Aggregate Limit for each Facility may be          gender, sex, marital status, nationality, ethnic or social  reduced  by  the  Bank  by  notice  to  that  effect  to  the          origin,  colour,  sexual  orientation,  age,  physical  or  Customer, in which event all amounts in excess of the          mental  health,  religion,  belief,  disability,  language,                                                                                                            INITIALS                                                                                                              T3 





 






                                                                                                                           Limit/s  so  reduced  shall  become  immediately    5.4     all  information  provided  by  the  Customer  and/or          repayable;                                                  Additional Parties to the Bank is true and correct;  2.4     if a payment in terms of a Facility falls due on a day 5.5  the  memorandum  of  incorporation  or  equivalent          which is not a Business Day, then such payment shall        constitutional documents, as the case may be, of the          be made on the following Business Day, or if such day       Customer  and  each  Additional  Party  has  not  been          falls  in  the  next  calendar  month  and  the  Bank  so   amended since the furnishing of same to the Bank;          requires,  the  immediately  preceding  Business  Day, 5.6  no Event of Default has occurred or is continuing;          and  the  relevant  interest  period  shall  be  adjusted 5.7  it and the Additional Parties have read and understood          accordingly;                                                the  Bank’s  privacy  statement,  which  statement  is  2.5     all amounts outstanding under each Facility shall be        available  on  the  Bank’s  website  ("the  Privacy          repayable in the currency in which such Facility was        Statement")  and  agree  to  be  bound  thereby  and          advanced, unless otherwise agreed in writing by the         further  acknowledge  that  the  Bank  may  change  this          Bank.                                                       Privacy Statement. Such changes will be placed on the                                                                      website and the latest version of the Bank’s Privacy  3       Excess Use and Penalty Interest                             Statement will replace all earlier versions of it, unless                                                                      expressly stated otherwise;   3.1     Without  prejudice  to  any  other  rights  the  Bank  may                                                              5.8     it hereby provides the necessary consents required (as          have:                                                                      detailed  in  the  Privacy  Statement),  and  confirms  all  3.1.1   any excess Use above the Maximum Aggregate Limit                                                                      consents  from  any  person  or  entity  to  whom  the          of a Facility shall attract additional interest at a rate of                                                                      Personal  Information  relates  have  been  obtained,  to          5%  per  annum  above  the  rate  applicable  to  such                                                                      ensure  compliance  by  the  Customer,  the  Additional          Facility.                                                                      Parties and the Bank with all relevant Laws;  3.1.2   at any time after the occurrence of an Event of Default,                                                              5.9     it will file all Annual Returns in the prescribed form and          the Bank shall be entitled to levy penalty interest on                                                                      prescribed manner together with the prescribed fee in          any  amounts  owing  under  the  Facilities  and/or  the                                                                      accordance with section 33 of the Companies Act and          Facility  Letter  at  the  rate  of  5%  per  annum  above                                                                      furthermore will provide the Bank with a copy of the          Prime, compounded monthly in arrears, from the date                                                                      Registrar  of  Companies’  certificate  confirming          of  the  occurrence  of  an  Event  of  Default  up  to and                                                                      submission of such Annual Returns as soon as they          including the date of remedy of the Event of Default or                                                                      are due, for each year in question, for the duration of          the date of permanent repayment of all amounts owing                                                                      the Facilities;          under the Facilities and/or the Facility Letter, whichever                                                              5.10    it and the Additional Parties will not Use or otherwise          is the earlier.                                                                        make  available the  proceeds  of  any  of  the Facilities                                                                      and/or  Instruments  for  the  purposes  of  benefitting  4       Free of Deduction/Allocation of Payments                    and/or financing, directly or indirectly, the activities of  4.1     All amounts paid to the Bank under the Facility Letter      any person or entity which is a Sanctioned Entity or in          shall  be  made  free  of  deduction  and  without  any     a country which is subject to any sanctions imposed by          withholding  or  set-off  whatsoever  in  immediately       a Sanctioning Body;          available  funds.  Should  the  Customer  (or  any  5.11    it,  its  affiliates  and  the  Additional  Parties  are  not          Additional Party) be compelled by law to withhold or        involved in any illegal or terrorist activities;          deduct any taxes or other charges from any amounts  5.12    it is not (and no Additional Party is) and will ensure that          payable to the Bank, the amounts payable to the Bank        it will not be (and no Additional Party will be):          shall be increased to the extent necessary to ensure 5.12.1  subject to FATCA.          that the Bank receives the amounts payable, free of 5.12.2  required to make any FATCA Deduction on account of          such withholding or deduction.                              any  payment  made  or  to  be  made  by  it  under  this  4.2     The  Bank  will  be  entitled  to  allocate  any  payments  Facility Letter.          received under the Facility Letter to any indebtedness          of the Customer (or any Additional Party) to the Bank.  6   Change in Circumstances and Commitment Fee                                                              6.1     Notwithstanding  anything  contained  in  the  Facility  5       Warranties and Representations                              Letter to the contrary, if any change to or introduction          The Customer and each Additional Party warrants and         of any Law (and without derogating from the generality          represents to the Bank on the Signature Date and on         of the aforegoing) including:          each date which a Facility is Used, that:           6.1.1   any  change  in  banking  practice,  as  it  affects  or  is  5.1     it and each Additional Party has full power to enter into   applied  generally  by  any  financial  institution  in  the          and  perform  in  terms  of  the  Facility  Letter  and  has Republic of South Africa; and/or          taken  all  necessary  corporate  and  other  actions  to 6.1.2  a requirement or a request by any authority, to pay          enter into the Facility Letter and to Use the Facilities;   taxes  or  other  amounts  whatsoever  or  to  maintain  5.2     it and each  Additional Party has  complied,  and will      special deposits or reserve assets; and/or          continue to comply, with all Laws to which such party 6.1.3  any compliance by the Bank with any reserve, cash          is  subject  including,  without  limitation,  to  Laws  and ratio, special deposit or liquidity requirements (or any          practices relating to the protection of the environment     other  similar  requirements)  in  respect  of  the  Facility          and  their  social  responsibility  applicable  to  each  of Letter; and/or          them in each jurisdiction in which the Customer and/or 6.1.4  any  compliance  with  and/or  application  of  (whether          the  Additional  Parties  conduct  business  (its/their     mandatory  or  not)  any  capital  adequacy  or  similar          "Environmental and Social Responsibility");                 requirements, including but not limited to the provisions  5.2.1   it is not aware of any circumstances which may prevent      of  the  International  Convergence  of  Capital          full compliance by both the Customer and each of the        Measurement  and  Capital  Standards  (a  revised          Additional  Parties  with  its/their  Environmental  and    framework) (i.e. BASEL II) or any other standards or          Social Responsibility in future;                            guidelines  published  by  the  Basel  Committee  on  5.3     the  Facilities  constitute  legal,  valid,  binding  and   Banking Supervision (including BASEL III), by the Bank          enforceable  obligations  of  the  Customer  and/or  the    or  any  of  its  divisions,  or  any  interpretation  or          Additional Parties;                                         administration thereof,                                                                                                            INITIALS                                                                                                              T3 





 






                                                                                                                           results in any Increased Costs, the Bank reserves the 9.1.7  the breach of any representations, warranties and/or          right  to  recover  such  additional  costs  from  the      undertakings set out in this Facility Letter;          Customer on demand.                                 9.1.8   payment or settlement of any claim(s) in terms of the  6.2     To  the extent that  the  Bank is required  to  observe     Instrument(s)  should  the  beneficiary  (ies),  its/their          reserving  requirements  for  maintaining  unused           parent company  or  its/their substantial  shareholder/s          facilities,  the  Bank  reserves  the  right  to  levy  a   become  the  subject  of  sanctions  established  by  a          commitment fee at its usual rates prevailing from time      Sanctioning Body; and/or          to  time  and  in  accordance  with  normal  banking 9.1.9  any  circumstances  beyond  the  Bank’s  reasonable          practice,  for  keeping  any  unused  portion  of  the      control,  such  as  (without  limitation),  uncontrollable          Facilities at the Customer’s disposal.                      natural forces in operation, strikes or labour disputes,                                                                      riot, civil commotion or unrest; any type of restriction  7       Security Valuation                                          imposed (or action taken) by a Sanctioning Body or a                                                                      governmental or statutory authority or any other third  7.1     The Bank and the Customer agree that, should the                                                                      party;  any  interruption,  delay,  power  cuts,  failure  or          Customer provide security over certain assets to the                                                                      malfunction in any equipment, electronic data terminal,          Bank,  then  these  assets  may  be  valued  by  external                                                                      network or other system; change in any Laws or any          valuators acceptable to the Bank and/or such assets                                                                      change  in  the  interpretation,  application  or          may be valued by the Bank itself for so long as the                                                                      enforcement  thereof;  regulation  of  the  banking          Facilities are made available to the Customer.                                                                      industry; exchange or currency controls or restrictions,  7.2     The Customer agrees that the costs of any valuation                                                                      devaluations  or   fluctuations  or  currency          shall  be  borne  by  the  Customer  and  payable  on                                                                      redenomination;  availability  of  funds  or  market          demand.  Where  such  valuation  is  performed  by  the                                                                      conditions which prevent the Use of Facilities; or any          Bank, the Bank shall determine the costs payable by                                                                      similar causes; and/or          the Customer in the calculation thereof.                                                              9.1.10  any  amounts  owing  by  the  Customer  and/or  the                                                                      Additional Party to the Bank under the Bank Accounts  8       Switching between Facilities                                from  time  to  time  due  to  the  establishment  of  an  8.1     The Customer shall be entitled to request that all or part  increase  or  decrease  to  the  amount  of  the  intraday          of  any  unused  portions  of  the  Maximum  Aggregate      electronic payment processing limit in respect of the          Limit  for  a  particular  Facility  be  allocated  to  another Bank Accounts and/or the relevant electronic banking          Facility. Should the Bank agree to such request and         profile  or  an  Instruction  received  by  the  Bank  to          whether such agreement is notified to the Customer or       process payments regardless of whether or not there          not, the Maximum Aggregate Limit/s for the Facility/ies     are sufficient funds in the Bank Accounts or a sufficient          in  question  shall  be  deemed  to  be  amended            limit in respect thereof, (hereinafter collectively referred          accordingly. If a re-allocation is made in terms of this    to as "the Owing Amounts").          paragraph to a type of facility not previously granted, 9.2  The  Owing  Amounts  shall  be  repaid  to  the  Bank          such  new  facility  will  be  deemed  to  have  been       immediately  together  with  any  costs  or  expenses          incorporated in the Offer Letter and accordingly in the     related thereto.          definition  of  the "Facilities",  and  the  Maximum 9.3    The  indemnity detailed in paragraph 9.1  will not be          Aggregate Limit for such Facility shall be the amount       affected by any act or omission of the Bank and/or its          allocated thereto.                                          employees.  8.2     In the event of the Maximum Aggregate Limit of any of 9.4   The  Bank  will  not  be  liable  for  any  loss,  damage,          the  Facilities  being  exceeded  at  any  time,  the  Bank claims, costs or any other liability, which may arise as          may without notice and without prejudice to any of its      a result of:          other  rights  as  a  result  of  such  breach,  in  its  sole 9.4.1  the  Bank  not  detecting  that  a  party  is  subject  to          discretion,  elect  to  eliminate  such  excess  by         sanctions imposed by a Sanctioning Body unless the          appropriating the whole or any portion of the Maximum       Bank is required by Law to do so;          Aggregate Limit/s allocated to the remaining Facilities 9.4.2  the  Customer  and/or  any  Additional  Party  becoming          which are unused to increase the Maximum Aggregate          subject to sanctions imposed by any Sanctioning Body;          Limit of the Facility which is in excess. The Bank shall 9.4.3  the Customer and/or any Additional Party attempting to          also be entitled, but not obliged, to reallocate Limits in  Use (or otherwise make available the proceeds of) any          terms  of this  paragraph  to  the  extent  that  a  request of the Facilities and/or Instruments for the purpose of          from  the  Customer  or  an  Additional  Party  to  Use  a  benefitting  and/or financing, directly  or indirectly,  the          particular  Facility  would  cause  the  Maximum            activities of any person or entity which is a Sanctioned          Aggregate  Limit  in  respect  of  such  Facility  to  be   Entity or in a country which is subject to any sanctions          exceeded.                                                   imposed by any Sanctioning Body; or                                                              9.4.4   the seizure, blocking, or withholding of any funds in  9       Indemnity                                                   relation to the Customer and/or the Additional Party (as  9.1     The  Customer  hereby  indemnifies the  Bank against        the case may be) by any Sanctioning Body.          any loss, damage, claims, costs or any other liability,          which may arise as a result of:                     10      Instruction Indemnity  9.1.1   the Bank’s compliance with Laws;                    10.1    Notwithstanding anything to the contrary contained in  9.1.2   the Bank acting or declining to act on an Instruction (as   this Facility Letter, a written instruction which purports          such term is defined in paragraph 10 below);                to emanate from the Customer and is transmitted by  9.1.3   any excess Use in respect of the Facilities;                the Customer, or by any purportedly duly authorised  9.1.4   the  Bank  exercising  its  rights  or  performing  its     third party on behalf of the Customer, to the Bank by          obligations  under  or  in  terms  of  this  Facility  Letter facsimile  transmissions  or  by  means  of  email          (including, without limitation, paragraph 10 below);        messages ("Instruction/s") shall be adequate written  9.1.5   the  Customer  exercising  its  rights  or  performing  its notice to the Bank in terms of this Facility Letter.           obligations under or in terms of this Facility Letter;  10.2  The Customer hereby authorises the Bank to accept  9.1.6   the seizure, blocking or withholding of any funds by any    and  act  on  any  Instructions  which  the  Bank  would          Sanctioning Body;                                                                                                            INITIALS                                                                                                              T3 





 






                                                                                                                           ordinarily  accept  if  the  Instruction/s  was/were        its debts, suspends or threatens to suspend payment          presented in an original written format.                    of all or a material part of (or of a particular type of) its  10.3    The  Bank  will  not  accept  responsibility  for  any  loss indebtedness  to  any  other  creditors,  commences          (consequential or otherwise) incurred by the Customer       negotiations or takes any other step with the view to          as a result of the Bank acting or declining to act (wholly  the deferral, rescheduling or other re-adjustment of all          or in part) on Instruction/s which the Bank believes to     of  (or  all  of  a  particular  type  of)  its  indebtedness  to          have emanated from the Customer, and the Customer           creditors (or of any part of such indebtedness which it          hereby waives any and all claims it may have now or in      will or might otherwise be unable to pay when due),          future  against  the  Bank  arising  directly  or  indirectly proposes  or  makes  a  general  assignment  or  an          from any losses or damages which the Customer may           arrangement or composition with or for the benefit of          suffer as a result of the Bank acting or declining to act   its creditors or a moratorium is agreed or declared in          (wholly or in part) on any Instruction.                     respect of or affecting all or a part of the indebtedness  10.4    The  fact  that  any  Instruction  (including  facsimile    of the Customer or of any surety or guarantor for the          Instructions) may later be shown to be in any way false,    Customer’s indebtedness to the Bank (as the case may          inaccurate,  unauthorised  or  otherwise  not  authentic,   be);          will not be an impediment to the Bank's rights in terms 11.1.8  if an attachment, execution or other legal process is          of this Facility Letter.                                    levied, enforced, issued or sued out on or against any                                                                      assets of the Customer or of any surety or guarantor  11      Events of Default                                           for the Customer’s indebtedness to the Bank, and is                                                                      not discharged or stayed within 30 days;  11.1    For  the  purposes  of  the  Facility  Letter  each  of  the                                                              11.1.9  if the board of directors of the Customer and/or board          following  events  shall  be  regarded  as  an  Event  of                                                                      of  directors  of  any  surety  or  guarantor  for  the          Default:                                                                      Customer’s indebtedness to the Bank, resolve that the  11.1.1  if the Customer fails to pay any sum due by it to the                                                                      said  party  voluntarily  begins  business  rescue          Bank or to Standard Bank Group Limited or any other                                                                      proceedings and be  placed  under  supervision  under          Subsidiary  or  associate  company  of  Standard  Bank                                                                      section 129(1) of the Companies Act or if any steps of          Group Limited, on the due date therefor;                                                                       whatsoever nature are taken by the board of directors  11.1.2  if  the  Customer  defaults  in  the  due  and  punctual                                                                      of any of the aforementioned parties with the objective          performance of any other obligation under the Facility                                                                      of commencing business rescue proceedings;          Letter  or  under  any  other  agreement  between  the                                                              11.1.10  if the Customer and/or any surety or guarantor for the          Customer and the Bank or between the Customer and                                                                      Customer’s indebtedness to the Bank, at any time and          Standard Bank Group Limited or any other Subsidiary                                                                      for  whatever  reason  becomes  deregistered  or          or  associate  company  of  Standard  Bank  Group                                                                      dissolved or otherwise loses its corporate existence;          Limited;                                                              11.1.11  if an application is made by any person to place the  11.1.3  should the Bank become aware, at any time of a fact                                                                      Customer  and/or  any  surety  or  guarantor  for  the          or  circumstance  (whether  same  was  present  at  the                                                                      Customer’s  indebtedness  to  the  Bank  under,  or  an          date  of  signature  of  the  Facility  Letter  or  arose                                                                      order is  granted  by  a  court of  competent  jurisdiction          thereafter) which leads the Bank to believe or suspect                                                                      placing  it  under,  supervision  and  commencing          that  any  representation  or  warranty  or  undertaking                                                                      business rescue proceedings under section 131(1) of          made or represented either in respect of the Customer                                                                      the Companies Act or if any steps of whatsoever nature          in or pursuant to the Facility Letter or in any documents                                                                      are  taken  by  any  person  in  respect  of  any  of  the          delivered under the Facility Letter, is not complied with                                                                      aforementioned  parties  with  the  objective  of          or is incorrect (or becomes incorrect at any time) in any                                                                      commencing business rescue proceedings;          respect;                                                               11.1.12  if at any time, the amount outstanding under a Facility  11.1.4  if the Customer is deemed to be unable to pay its debts                                                                      granted  to  the  Customer  exceeds  the  Maximum          in accordance with the provisions of section 345 of the                                                                      Aggregate Limit for that Facility, or the total amounts          Old Companies Act, becomes financially distressed (as                                                                      outstanding under all of the Facilities exceed the total          such term is defined in section 128 of the Companies                                                                      of the Maximum Aggregate Limits for each Facility;          Act), fails to satisfy the solvency and liquidity test as                                                              11.1.13  if the performance of any rights or obligations under the          set out in section 4 of the Companies Act, defaults in                                                                      Facility Letter (including, without limitation, under the          the payment of any of its debts (of whatsoever nature                                                                      Instruments) becomes illegal, invalid or unenforceable          or  amount)  when  due,  or  defaults  generally  in  the                                                                      for whatever reason or any security given to the Bank          payment of its liabilities;                                                                      in respect of the Customer’s indebtedness to the Bank  11.1.5  if any process issued on a judgment, decree or order                                                                      becomes illegal, invalid or unenforceable for whatever          of any court in favour of a creditor of the Customer is                                                                      reason;          returned by the sheriff or other messenger of the court                                                              11.1.14  if any other party which owes any obligations to the          with an endorsement that he has not found sufficient                                                                      Bank in connection with the Facilities (including but not          disposable property to satisfy the judgment, decree or                                                                      limited  to  obligations  in  terms  of  negative  pledges,          order  or  that  any  disposable  property  found  did  not                                                                      undertakings,  security  or  subordinations),  breaches          upon sale satisfy such process;                                                                      any of such obligations;  11.1.6  if a resolution is taken by the members or shareholders                                                              11.1.15  if  the  auditors  of  the  Customer  in  any  financial          of  the  Customer or  the members  or shareholders  of                                                                      statements of the Customer published after the date of          any  surety  or  guarantor  for  the  Customer’s                                                                      the last set of audited financial statements furnished to          indebtedness to the Bank, to voluntarily wind-up any of                                                                      the Bank, or if none have been so furnished, after the          the said parties or if any of the said parties or any of                                                                      Signature  Date,  materially  qualifies  that  annual          their  assets  become  subject  to  any  sequestration,                                                                      statement  in  any  respects  or  inserts  a  note  in  the          liquidation or business rescue, whether provisional or                                                                      supporting  documents  to  that  financial  statement          final,  or  if  any  trustee,  liquidator,  business  rescue                                                                      relating to any material irregularity;          practitioner or any similar officer is appointed in respect                                                              11.1.16  if there is a Material Deterioration in the Customer’s          of any of the said parties or any of their assets;                                                                      financial position.  11.1.7  if  the  Customer  or  any  surety  or  guarantor  for  the          Customer's indebtedness to the Bank, is unable to pay                                                                                                            INITIALS                                                                                                              T3 





 






                                                                                                                           "Material  Deterioration"  shall  mean  material    11.1.27  if  any  other  indebtedness  of  any  of  the  Customer’s          deterioration in the Bank’s reasonable opinion;             Group is or is declared to be or is capable of being  11.1.17  if the Customer embarks on any process or concludes        rendered due and payable before its agreed or normal          any transaction in terms of which the Customer assists,     maturity by reason of any actual or potential default,          or proposes to assist its holding company to acquire its    event of default or the like (however described) or is          own (i.e. the holding company’s) shares or where the        not  paid  when  due  or  within  any  applicable  grace          Customer acquires shares in its holding company;            period in any agreement relating to that indebtedness  11.1.18  should the Bank become aware, at any time, of a fact       or, as a result of any actual or potential default, event          or  circumstance  (whether  same  was  present  at  or      of default or the like (however described), any Facility          before the time of acceptance of this Facility Letter by    relating to any such indebtedness is or is declared to          the  Customer  or  arose  thereafter),  which  in  the      be  or  is  capable  of  being  cancelled  or  terminated          reasonably exercised opinion of the Bank has, or could      before its agreed or normal expiry date, or any person          in  the  future  have,  a  material  adverse  effect  on  the otherwise  entitled  to  use  any  such  Facility  is  not          business,  operations,  performance,  assets  or            entitled to do so;           prospects and financial condition of the Customer or 11.1.28  if any of the aforementioned events of default apply in          any  of  its  affiliates  or  an  adverse  effect  on  the  respect of any Additional Party;          Customer’s ability to perform any of its obligations to 11.2  The  Bank may without prejudice to any other rights          the Bank in terms of the Facility Letter, or which could    hereunder or at law, at any time after the happening of          prejudice  the  Bank’s  position  with  respect  to  the    an Event of Default, by written notice to the Customer:          Facilities in any other way;                        11.2.1  decline any request by the Customer (or any Additional  11.1.19  if the Customer embarks on any process or concludes        Party)  to  draw  down  any  further  monies  under  the          any transaction in terms of which the Customer assists      Facilities (or any one or more of them) and/or to further          or proposes to assist a third party to acquire shares in    Use or avail of any of the Facilities (or any one or more          the Customer or in a related or inter-related company       of them) including but not limited to any request by the          (as such term is defined in the Companies Act) of the       Customer  (or  any  Additional  Party)  to  issue  further          Customer in contravention of the provisions of section      Instruments,  and/or  terminate  the  Facilities  forthwith;          44 of the Companies Act;                                    and/or  11.1.20  should  the  Customer  generally  do  or  omit  to  do 11.2.2  require on demand payment of all indebtedness under          anything which may cause the Bank to suffer any loss        the Facilities (or any one or more of them) which is then          or damage, including any reputational loss or damage;       outstanding  and  whether  or  not  it  is  then  due  for  11.1.21  if the Customer becomes the subject of (or is any way      payment,  and  upon  any  such  demand  all  that          associated with) any adverse information in respect of      indebtedness  shall  immediately  become  due  and          the  Prevention  of  Organised  Crime  Act  (No.  121  of   payable; and/or           1998) as amended, the Financial Intelligence Centre 11.2.3  require on demand payment of all breakage costs the          Act (No. 38 of 2001) as amended and the Protection of       Bank may have incurred or sustained or those to be          Constitutional  Democracy  Against  Terrorist  and          incurred  or  sustained,  being  all  costs,  losses  and/or          Related  Activities  Act  (No.  33  of  2004)  as  amended, reduced receipts which the Bank may have sustained          which,  in  the  Bank’s  sole,  absolute  and  unfettered   or  incurred  (or  those  to  be  incurred  or  sustained) in          discretion,  cause  or  may  cause  the  Bank  any          relation  to  the  termination  or  modification  of  any          reputational harm;                                          arrangements the Bank may have made on account of  11.1.22  should the ultimate beneficial Control of the Customer     or in respect of funds borrowed, contracted for or Used          change,  without  the  Bank's  prior  written  consent,     to  fund  any  amount  payable or  advanced  under  the          during the subsistence of the Facilities, to the extent     Facilities; and/or          that the Control of the Customer vests in persons other 11.2.4  terminate the Facilities forthwith and/or withdraw from          than those who Control the Customer on the date that        any Instruments with immediate effect in accordance          the  Facilities  are  accepted  by  the  Customer  and/or   with the terms thereof; and/or          should the shareholders of the Customer as at date of 11.2.5  require on demand Collateral (which includes, without          acceptance hereof by the Customer change;                   limitation,  any  contingent  liabilities  under  the  11.1.23  if  performance  under  the  Instrument(s)  is  rendered   Instruments).           impossible de jure or de facto for whatever reason; 11.3    The Bank’s rights under this paragraph shall not be  11.1.24  if the country in which the Customer resides or has its    exhaustive  but  shall  be  in  addition  to  and  without          principal office or is incorporated in is involved in war,  prejudice to any other rights which it may have under          whether declared or not;                                    the Facility Letter or the law.  11.1.25  should the Bank believe, suspect or be notified that the 11.4  The contents of this paragraph shall not derogate from          Customer,  Additional  Party,  any  surety,  guarantor  or  the Bank’s rights in relation to any Facilities which are          other  security  provider  for  the  Customer's             repayable and/or terminable on demand.          indebtedness to the Bank, or any person or entity that          owns,  holds  or  controls  (directly  or  indirectly),  or 12 Certificate          derives any benefit (in any manner whatsoever) from,                                                                      A  certificate  signed  by  any  manager  or  divisional          one or more of the aforesaid entities (each an "Entity")                                                                      executive of the Bank (whose appointment or authority          or  the  country  in  which  an  Entity  is  incorporated,                                                                      need not be proved) as to any amount owing to the          becomes a Sanctioned Entity;                                                                      Bank under the Facility Letter, the rates of interest and  11.1.26  should the Bank become aware, at any time, of a fact                                                                      any  other  fact  stated  therein,  shall,  on  its  mere          or  circumstance  (whether  same  was  present  at  or      production, be prima facie proof of the content of such          before the Signature Date or arose thereafter), which                                                                      certificate.          leads  the  Bank  to  believe  or  suspect  that  any  bank          accounts of any Entity held with the Bank are being          used  fraudulently,  negligently,  for  money  laundering 13 Cession          activities,  for  illegal  or  terrorist  activities,  or  for  any Neither the Customer nor any Additional Parties shall          purpose that does not comply with any Law;                  be  entitled  to  cede  or  delegate  their  rights  and/or                                                                      obligations in terms of the Facility Letter to any party                                                                      without  the  prior  written  consent  of  the  Bank  which                                                                                                            INITIALS                                                                                                              T3 





 






                                                                                                                           consent  shall  be  granted  or  withheld  in  the  sole,   supersede  any  such  separate  facility  letter  and/or          absolute and unfettered discretion of the Bank.             separate agreement or terms and conditions.                                                               17.6    Upon  Signature  Date,  the  Customer  agrees  and  14      Disclosure of Information                                   acknowledges that:                                                              17.6.1  its indebtedness to the Bank in respect of any Use of  14.1    The Customer authorises the Bank to:                                                                       the Working Capital Facility under any Previous Facility  14.1.1  use  any  information  provided  to  the  Bank  by  the                                                                      Letters is in existence and it remains liable to the Bank          Customer for any purpose that the Bank may require                                                                      for such indebtedness (“Existing Indebtedness”);          from time to time;                                                              17.6.2  the Working Capital Facility is a revolving facility in that,  14.1.2  furnish  Standard  Bank  Group  Limited,  any  other                                                                      the Customer shall be entitled to Use the Facility and if          Subsidiary  or  associate  company  of  Standard  Bank                                                                      it thereafter repays an amount in respect of such Use          Group Limited, and any cessionary of the Bank’s rights                                                                      to the Bank, the amount repaid shall again be available          in  terms  hereof,  with  any  information  and                                                                      to  be  Used  by  the  Customer  for  the duration of  the          documentation  they  may  request  regarding  the                                                                      Facility  (subject  to  the  terms  and  conditions  of  this          Facilities, including (without limitation) any security or                                                                      Facility  Letter).  Accordingly,  any  payment  and/or          any  "know  your  customer"  information  provided  in                                                                      allocation of payment made in respect of the Working          respect of the Facilities, the Additional Parties or the                                                                      Capital  Facility  is  made  to  both  interest  and  capital          Customer.                                                                      repayments (whether in whole or part) rendering such                                                                      unpaid  Existing  Indebtedness  due  on  the  Signature  15      Counterparts                                                Date and consequently, consolidated with any further          The Facility Letter may be signed by the signatories        indebtedness in respect of any Use under this Facility          hereto  in  counterparts  and  each  signed  copy  shall    Letter (“the New Indebtedness”);           together constitute one document.                   17.6.3  the Existing Indebtedness has not prescribed due to,                                                                      inter alia, the payment referred to in paragraph 17.6.2  16      Legal Charges                                               above,  any  amendments  to  the  Facility  Letter,          All  legal  costs  and  fees  (on  the  attorney  and  client continued  Use  of  the  Facilities  and/or  this          scale) and other charges and expenses in connection         acknowledgement by the Customer with the intention          with the Facilities including but not limited to all costs  of  interrupting  prescription  (“the  Interruption          incurred  or  to  be  incurred  by  the  Bank  in  the      Events”);          enforcement  of  any  of  its  rights  under  the  Facility 17.6.4  each Interruption Event following the Signature Date          Letter, the registration and eventual cancellation of any   will be an acknowledgment by the Customer of its New          bonds referred to in the Facility Letter, and any stamp     Indebtedness and/or liability to pay the Bank under or          duty due on the required security documents, will be        in respect of the Facilities and accordingly, will interrupt          for  the  account  of  the  Customer  and  payable  on      prescription of such New Indebtedness at the time of          demand.                                                     each Interruption Event.   17      Whole  Agreement,  Variation  of  Terms,  No        18      Severability          Indulgence                                                  Each provision of the Facility Letter is severable, the  17.1    The  Facility  Letter  constitutes  the  whole  agreement   one from the other and, if at any time any provision is          between  the  Bank  and  the  Customer  relating  to  the   or becomes or is found to be illegal, invalid, defective          subject matter of the Facility Letter.                      or  unenforceable  for  any  reason  by  any  competent  17.2    Save for an amendment referred to in paragraph 8 of         court, the remaining provisions shall be of full force and          this  Appendix  A  to  the  Facility  Letter  headed        effect and shall continue to be of full force and effect.          "Switching between Facilities", any increase and/or          amendment referred to in paragraph 6.11 of Appendix 19      Governing Law and Jurisdiction          B to the Facility Letter, or any alteration of the interest 19.1  Any  dispute  in  connection  with  this  Facility  Letter,          rate,  no  addition  to,  variation,  or  amendment,  or    including any question regarding its existence, validity          consensual cancellation of any of the terms contained       or termination, shall be referred to and finally resolved          in  the  Facility  Letter  shall  be  of  any  force  or  effect by  arbitration  under  the  Rules  of  the  Arbitration          unless it is recorded in writing and is signed on behalf    Foundation  of  Southern  Africa  ("AFSA")  for          of  the  Bank  by  one  of  its  authorised  officials  and Commercial  Arbitrations  ("the  Rules"), including  the          accepted by the Customer.                                   right  to  appeal,  which  Rules  are  deemed  to  be  17.3    No indulgence shown or extension of time given by the       incorporated by reference into this paragraph.           Bank shall operate as an estoppel against the Bank or 19.2  The number of arbitrators shall be one, his/her identity          waiver of any of the Bank’s rights unless recorded in       shall be agreed in writing between the Bank and the          writing and signed by the Bank.                             Customer  within  5  Business  Days  following  the  17.4    The Bank shall not be bound by any express or implied       declaration of a dispute between such parties, failing          term, representation, warranty, promise or the like not     which the arbitrator shall be appointed by AFSA from          recorded herein, whether it induced the conclusion of       the senior legal practitioners on its panel in terms of the          any agreement and/or whether it was negligent or not.       Rules, taking into account the value and complexity of  17.5    This  Facility  Letter  supersedes  and  replaces  all      the dispute under referral.           previous facility letters entered into between the Bank 19.3  The  seat,  or  legal  place,  of  the  arbitration  shall  be          and the Customer (“Previous Facility Letters”) in its       South  Africa  and  any  hearing  shall  be  held  in          entirety with effect from the date that this Facility Letter Johannesburg. The language to be used in the arbitral          is signed by both parties, is returned to the Bank in form  proceedings shall be English. Unless the parties agree          and substance satisfactory to the Bank and becomes          otherwise,  the  arbitration  shall  be  conducted  on  an          unconditional in accordance with its terms. In the event    urgent basis in terms of the Rules.          that  a  separate  agreement  or  terms  and  conditions 19.4  Nothing contained in this paragraph shall preclude any          regulating any specific Facility has been entered into      party  from  approaching  a  court  of  competent          with  the  Customer,  this  Facility  Letter  shall  not    jurisdiction  within  the  Republic  of  South  Africa  for                                                                                                             INITIALS                                                                                                              T3 





 






                                                                                                                           interim  relief  on  an  urgent  basis  pending  the  final Communications  and  Transactions  Act  (No.  25  of          outcome of an arbitration referral under this paragraph.    2002).  19.5    The  Bank  and  the  Customer  agree  and  irrevocably          undertake  to  keep  the  arbitration  and  all  matters 21 Independent Advice          related  thereto  strictly  confidential.  Each  party  (i)                                                              21.1    The   Customer   and  each   Additional  Party          acknowledges and agrees that it shall not disclose any                                                                      acknowledges that it has been free to secure and has          such  information  to  any  person  other  than  its  own                                                                      taken  independent  legal,  tax,  accounting  and  other          employees who need to know such information for the                                                                      advice in relation to the nature and effect of all of the          purposes of this paragraph ("Permitted Recipient");                                                                      provisions  of  this  Facility  Letter  and  the  Facilities          or to third parties where it is required to do so under                                                                      provided herein. Furthermore, the Customer and each          law or in terms of regulatory process (ii) shall procure                                                                      Additional Party acknowledges that all of the provisions          that each Permitted Recipient is made aware of and                                                                      of  the  Facility  Letter  and  any  restrictions  therein are          complies with its obligations of confidentiality in terms                                                                      part of the overall intention of the Parties in connection          of this paragraph and (iii) gives reasonable notice to                                                                      with the Facility Letter.          the  other  party  as  and  when  any  obligation  for  third                                                              21.2    It  is  agreed  that  the  Customer  and  each  Additional          party disclosure arises.                                                                      Party has/have not relied on any representation of the  19.6    The terms of this Facility Letter shall be governed by                                                                      Bank in this regard.          and  interpreted  in  accordance  with  the  laws  of  the          Republic of South Africa.                             19.7    Each party  shall  bear  its  own  costs  involved  in  the           arbitration proceedings.                                                                                            20      Domicilium and Notices                                20.1    The Customer and each Additional Party chooses as             its domicilium citandi et executandi, for all purposes in           connection  with  the  Facility  Letter,  the  respective          address  set  out  under  the  Customer’s  and  each           Additional Parties’ acceptance of the Facility Letter.   20.2    The  Bank  chooses  the  following  address  as  its           domicilium  citandi  et  executandi  for  all  purposes  in           connection with the Facility Letter:          Address: 30 Baker Street, Rosebank, 2196                      Attention: Head - Transactional Products and Services           South Africa.                                         20.3    Such domicilium may be changed to another physical            address within the Republic of South Africa upon 14           days written notice to the Bank and/or the Customer.  20.4    Any notices sent or delivered to the Customer shall be           deemed to have been received, if sent or delivered to           the address nominated by the Customer in terms of this           paragraph:                                            20.4.1  by hand, on the date of delivery;  20.4.2  by  prepaid  registered  post,  7  days  after  the date  of           posting.                                              20.5    The Bank and the Customer agree that whilst they may           correspond  via  email  during  the  currency  of  the           Facilities  for  operational  reasons,  no  formal  notice           required  in  terms  of  the  Facility  Letter,  nor  any          amendment of or variation to the Facility Letter may be           given  or  concluded  via  email  or  via  any  other  data           message,  as  such  term  is  defined  in  the  Electronic                                                                                                                                                                                                                                                                                                  INITIALS                                                                                                              T3 





 






                                                                                                                                                                                                                        APPENDIX B TERMS AND CONDITIONS OF SPECIFIC FACILITIES                                                                      agreed between  the  Bank  and  the  Customer  (or  an  1.      Definitions                                                 Additional Party).          The  provisions of paragraph 1 of Appendix A to  the        Repayment          Facility Letter headed "Definitions" are repeated.          Subject to the Bank’s rights in terms of paragraph 2 of                                                                      Appendix  A  to  the  Facility  Letter  headed "Duration  2.      Use of Specific Facilities                                  and  Repayment  of  Facilities",  all  amounts                                                                      outstanding  under  each  short  term  loan  shall  be  2.1     The  Customer  shall,  unless  the  Bank  agrees            repayable at the end of a period as stated by the Bank          otherwise,  only  be  entitled  to  Use  those  Facilities  to the Customer (or any Additional Party) for each short          referred to in the Offer Letter, which Facilities shall in  term loan prior to the advance of each short term loan.          addition to the terms and conditions contained in the 3.2.4  Offshore Trade and Working Capital Loans          Offer Letter and any other appendices thereto and any 3.2.4.1 Offshore Loans provided by Standard Finance (Isle          separate  agreement  pertaining  to  such  Facilities,  be  of Man) Limited ("SFL"):          subject to the relevant terms and conditions for each       The Use of this Facility shall be subject to SFL having          Facility  as  set  out  in  this  Appendix  B  to  the  Facility agreed  to  grant  the  Customer  (or  Additional  Party)          Letter.                                                     such Facility and the Customer (or the Additional Party,                                                                      as the case may be) having accepted SFL’s separate  3.      Working Capital Facility                                    terms and conditions pertaining to such Facility.  3.1     Availability                                                For the purposes of calculating the amount outstanding  3.1.1   Subject to the availability at a particular time and any    under the Working Capital Facility, amounts owed to          contrary indication in the Offer Letter or thereafter, the  SFL under this Facility shall also be taken into account          Customer may Use the Working Capital Facility in the        and  the  equivalent  Rand  amount  Used  under  this          manner  below  and  any  other  manner  the  Bank may       Facility shall be calculated by notionally converting the          from time to time offer to the Customer as part of the      balance outstanding under this Facility on a daily basis,          Working Capital Facility; provided that the aggregate       to the Rand equivalent using the Bank’s daily spot rate          amount  outstanding  at  any  point  in  time,  under  the  of  exchange  or  the  rate  specified  in  an  applicable          Working  Capital  Facility,  together  with  any  limit     forward exchange contract, as the Bank may in its sole          afforded  to  the  Customer  for  a  Revolving  Credit      discretion decide.          Facility, shall not exceed the Maximum Aggregate Limit 3.2.4.2 Offshore Loans provided by the Bank:          granted  to  the  Customer  for  the  Working  Capital      Interest          Facility  and,  neither  the  Customer  nor  any  of  the   The rate applicable to each loan advanced by the Bank          Additional Parties shall be entitled to Use the Working     under this Facility, shall be the rate quoted by the Bank          Capital Facility to the extent that such Use would result   to the Customer (or any Additional Party) prior to the          in the said Maximum Aggregate Limit being exceeded.         advance of each such loan.  Interest will be calculated  3.2     The  Working  Capital  Facility  can  be  Used  in  the     on each loan on the basis of actual days elapsed on a          following ways:                                             360-day  period  (or  365  days  for  certain  currencies  3.2.1   Overdraft                                                   determined by the Bank, such as ZAR or GBP) and will          Interest                                                    be payable in arrears at the end of each consecutive          The  initial  rate  of  interest  on  the  overdraft  shall  be interest period (the duration of which will be the period          Prime less 0,.25% (zero point two five percent).            agreed upon by the Bank and the Customer (or any          Such interest will be payable monthly in arrears and be     Additional Party) prior to the advance of each loan) and          debited  to  the  relevant  Bank  Account  on  a  day       on the date of repayment of the loan, unless otherwise          convenient to the Bank, once in each calendar month         agreed by the Bank.          in arrears.                                                 Use  3.2.2   Call Loans                                                  A request for a draw down under this Facility must be          Interest                                                    made no later than 2 Business Days prior to the date          The rate applicable to each call loan, shall be the rate    of  the  proposed  draw  down  and  will  be  irrevocable          quoted to the Customer (or an Additional Party) by the      once made.          Bank prior to the Use of each such call loan and the        Repayment          Bank shall be entitled to adjust the rate at its discretion Subject to the Bank’s rights in terms of paragraph 2 of          on a daily basis.  Interest shall be payable monthly in     Appendix  A  to  the  Facility  Letter  headed "Duration          arrears  on  dates  convenient  to  the  Bank  in  each     and  Repayment  of  Facilities",  all  amounts          calendar month and on the date of repayment of a call       outstanding under each loan shall be repayable at the          loan. Upon agreement by the Bank and the Customer           end of a period as stated by the Bank to the Customer          to enter the call loan (whether orally or otherwise) the    for each loan prior to the advance of each loan.          Bank  shall  promptly  deliver  to  the  Customer  written  All  amounts  outstanding  under  each  loan  granted          confirmation  of  such  transaction.  Such  confirmation    under this Facility shall be repayable in the currency in          relating to the transaction shall constitute prima facie    which such loan was made.          evidence of the terms agreed between the Bank and           Should  the  Bank  terminate  this  Facility  and  require          the  Customer  for  that  transaction.  The  Customer       repayment of all amounts outstanding thereunder, or          agrees  that  the  Bank  may  electronically  record  all   should amounts otherwise fall due under a loan, the          telephone conversations between them.                       Bank  shall  be  entitled,  but  not  obliged,  in  its  sole  3.2.3   Short Term Loans                                            discretion, to advance funds under the Working Capital          Interest                                                    Facility and to Use the funds so advanced to settle or          The rate applicable to each short term loan shall be the    reduce  the  amounts  owed  to  the  Bank  under  this          rate  quoted  by  the  Bank  to  the  Customer  (or  an     Facility.  Any funds advanced by the Bank in terms of          Additional Party) prior to the Use of each such short       this  paragraph  will  be  converted  to  the  currency  in          term loan.  Interest shall be payable on the due date       which the offshore loans were made available, at the          for repayment of a short term loan unless otherwise         Bank’s spot rate of exchange on the day on which the                                                                                                             INITIALS                                                                                                              T3 





 






                                                                                                                           funds  are  used  to  settle  or  reduce  the  amounts      unfettered  discretion  and  using  the  methods  of          outstanding  under  this  Facility  or  in  the  Bank’s  sole calculation outlined in this paragraph 4.3, of what the          discretion  the  forward  exchange  rate provided  for in   Customer could, in a moderately adverse environment,          any forward exchange contract which may be in force         owe  to  the  Bank  at  a  point  of  time  in  the  future  in          at the relevant point in time.                              respect  of  all  unmatured  Derivative  Transaction(s)          Calculation of Rand Amount Used                             between  the  Bank  and  the  Customer  at  the  time  of          For the purposes of calculating the total Rand amount       estimation.  The Bank will calculate the PFE of each          Used under the Working Capital Facility, the balance        Derivative  Transaction  by  using  its  internal  and          outstanding  under  this  Facility  shall  be  notionally   proprietary  risk  management  models  (which  models          converted on a daily basis to the Rand equivalent using     have  been  developed  in  accordance  with  generally          the Bank’s daily spot rate of exchange.                     accepted  risk  management  principles  and  may  be          Exchange Control Approval                                   updated and/or modified from time to time by the Bank          This Facility may only be Used to the extent that such      in its sole discretion) which, in the calculation of the          exchange  control  approval  as  may  be  required,  has    PFE of each Derivative Transaction, take into account           been obtained (proof of which has been furnished to         the  mark-to-market  value  thereof  (calculated  as  the          the Bank).                                                  difference  between  the  current  market  value  of  the                                                                      transaction and the contract price), adjusted for various  4.      Derivative Products Trading Facility                        credit risk factors including, but not limited to, the tenor                                                                      of  the  relevant  transaction  and  the  volatility  of  the  4.1     Subject to any restrictions which the Bank, in its sole                                                                      market factor which, depending on the nature of the          discretion, may impose on the maximum tenor of any                                                                      transaction, may have the greatest impact on the future          Derivative  Transaction(s)  and  subject  further  to                                                                      market  value  thereof.   Accordingly,  the  PFE  of  all          paragraph  4.4  below,  the  Customer  may  enter  into                                                                      unmatured Derivative Transactions between the Bank          Derivative Transaction(s) with the Bank on terms and                                                                      and  the  Customer  may  fluctuate  in  line  with  the          conditions acceptable to the Customer and the Bank.                                                                       movement  of  underlying  market  factors,  which  may          For  the  purposes  of  this  Facility  Letter, "Derivative                                                                      result in a reduction of the amount of the Derivative          Transaction(s)"  shall  mean  one  or  more  of  the        Products  Trading  Facility  available  for  further          following transactions:                                     Derivative  Transactions  and  may  also  cause  the  4.1.1   any  over  the  counter  transaction  (including  an        Maximum  Aggregate  Limit  of  such  Facility  to  be          agreement with respect thereto) which is a rate swap        exceeded.            transaction,  basis  swap,  forward  rate  transaction, 4.4  Should the Maximum Aggregate Limit of the Derivative          commodity swap, commodity option, equity or equity          Products Trading Facility be exceeded for any reason          index swap, equity or equity index option, bond option,     whatsoever, including but not limited to adverse market          interest rate option, foreign exchange transactions, cap    movements,  the  Bank  may  refuse  to  enter  into  any          transaction,  floor  transaction,  collar  transaction,     further Derivative Transactions with the Customer until          currency swap transaction, cross-currency rate swap         such  time  as  the  Customer’s  Use  of  the  Derivative          transaction,  currency  option,  credit  protection         Products  Trading  Facility  falls  below  the  Maximum          transaction,  credit  swap,  credit  default  swap,  credit Aggregate Limit for such Facility.          default  option,  total  return  swap,  credit  spread                transaction,  weather  index  transaction  or  forward 5.   Trade Finance Facility          purchase  or  sale  of  a  security,  commodity  or  other 5.1  For the purposes of this Facility Letter:          financial  instrument  or  interest  (including  any  option 5.1.1  "ICC"  shall  mean  the  International  Chamber  of          with respect to any of these transactions);                 Commerce;  4.1.2   any  type  of  transaction  which  is  similar  to  any 5.1.2  "ISP" shall mean the latest version of the International          transaction  which  is  referred  to  in  paragraph  4.1.1  Standby Practices published by the ICC;          above  that  is  currently,  or  in  the  future  becomes, 5.1.3 "Trade Transaction(s)" shall mean any transaction or          recurrently entered into in the financial markets; and      related transaction which is the subject of any trade- 4.1.3   any combination of these transactions.                      related service provided by the Bank to the Customer  4.2     The  Maximum  Aggregate  Limit  of  the  Derivative         and includes, without limitation, financing, discounting,          Products  Trading  Facility  represents  the  maximum       lending  or  other  financial  accommodation  of          aggregate exposure that the Bank is willing to make         whatsoever nature made available by the Bank to the          available to the Customer in respect of all Derivative      Customer in relation to any such transaction; and          Transactions which the Customer may enter into with 5.1.3.1  any Documentary Credits and standby letters of credit,          the  Bank  at  any  time,  taking  into  account,  where    bills  of  exchange,  documentary  collections,  bonds,          applicable, any netting and/or margining arrangements       guarantees, shipping indemnities, trade finance loans,          which  may  be  in  place  between  the  Bank  and  the     promissory notes, receivables financing;          Customer in terms of or pursuant to the 1992 or 2002 5.1.3.2  any  type  of  transaction  which  is  similar  to  any          ISDA  Master  Agreement  as  published  by  the             transaction  which is  referred to  in  paragraph  5.1.3.1          International  Swaps  and  Derivatives  Association         above  that  is  currently,  or  in  the  future  becomes,          ("ISDA"), together with the schedule and any relevant       recurrently entered into in the trade markets; and          addenda thereto (collectively an "ISDA Agreement").  5.1.3.3  any combination of these transactions.          The  Customer’s  Use  of  the  Derivative  Products 5.1.4   "Trade Document" shall mean:          Trading Facility at any one time shall be equivalent to 5.1.4.1  any Documentary Credit;          the  Potential  Future  Exposure  of  all  unmatured 5.1.4.2  any bill of exchange;          Derivative  Transactions  between  the  Customer  and 5.1.4.3  any  written  payment  instruction  by  one  person  to          the Bank at such time, calculated in accordance with        another to pay a third person;          paragraph  4.3  below  and  taking  into  account  any 5.1.4.4  any  invoice  or  receivable,  being  the  documents          applicable netting and/or margining arrangements as         evidencing  the  suppliers’  rights  to  receive  amounts          described above.                                            denominated  in  the  currency  of  such  document  from  4.3     For  the  purposes  of  this  Facility  Letter, "Potential  the Customer;          Future  Exposure"  or "PFE"  means  the  Bank's          estimate  at  such  time,  in  its  sole,  absolute  and                                                                                                            INITIALS                                                                                                              T3 





 






                                                                                                                   5.1.4.5  any  sale  and  purchase  agreement  (however              and  impose  such  additional  conditions  and/or          described);                                                 requirements as the Bank may in its sole, absolute and  5.1.4.6  any purchase order, being the commercial document          unfettered discretion deem fit.           issued by the Customer to its supplier, indicating types, 6.6  The Bank may debit Bank Account number 421055499          quantities and agreed prices for goods the supplier will    ("the  Nominated  Bank  Account"),  or  any  Bank          supply to the Customer, or any document to the same         Account,  with  all  fees,  charges  and  commission          effect,  which  shall  be  evidenced  by  Invoices  or      payable  in  respect  of  the  Instruments  at  the  Bank’s          Receivables;                                                ruling  rates  from  time  to  time,  together  with  interest  5.1.4.7  any  documentation  relating  to  the  underlying  Trade   thereon  (where  applicable), calculated  at  the  Bank’s          Transaction;                                                Prime rate, from the date any such sum becomes due  5.1.5   "UCP" shall  mean  the  latest  version  of  the  Uniform   and payable until the date final payment is received by          Customs  and  Practice  for  Documentary  Credits,          the  Bank.  The  Customer understands  that any such          published by the ICC;                                       fees, charges and commission payable in terms of the  5.1.6   "URDG" shall mean the latest version of the Uniform         Instruments  will  be  reviewed  annually  and  any          Rules for Demand Guarantees published by the ICC;           amendments  thereto  will  be  reflected  in  the  Bank’s  5.1.7   "URR" shall mean the latest version of ICC’s Uniform        annual pricing letter.           Rules  for  Bank-to-Bank  Reimbursement  under      6.7     The  Customer  hereby  requests  and  irrevocably          Documentary Credits published by the ICC.                   authorises the Bank:  5.2     The Trade Finance Facility:                         6.7.1   to pay, or settle any claim which may be made against          The  Trade  Finance  Facility  can  be  Used  by  way  of   the  Bank  in  terms  of  the  Instruments  against          Supplier Financing Facilities, Receivables Discounting      presentation of documentation in accordance with the          Facilities, Pre-shipment Financing,  Invoice Financing      provisions  of  the  underlying  Instrument  by  the          Facilities and Refinancing Facilities and/or in any other   beneficiary(ies), unless prevented by court order;          manner offered by the Bank.                         6.7.2   to debit the  Nominated Bank Account, or any Bank          The Use of this Facility shall be subject to the Customer   Account or charge against any other cover held for the          (and/or  the  Additional  Party)  having  accepted  the     Customer’s  account,  any  sum(s)  (or  the  Rand          Bank’s separate terms and conditions pertaining to the      equivalent if payment under the Instruments is to be          types of trade finance detailed in the paragraph above.     made in a foreign currency) detailed in paragraph 6.7.1                                                                      above and any expenses related to the payment. If, in  6.      Guarantee/Avalisation  of  Bills  of  Exchange, /           terms of any guarantee issued by the Bank, the Bank          Standby  Letters  of  Credit  and/or  Documentary           is  automatically  required  to  pay  any  amount          Credit Facilities                                           guaranteed  to  the  beneficiary  of  such  guarantee                                                                      consequent  upon  the  Bank  withdrawing  from  such  6.1     Subject  to  the  terms  of  this  Facility  Letter,  the   guarantee,  the  Bank  shall  be  entitled  to  debit  the          aggregate amount of any and all guarantees, avalised        Customer’s  Nominated  Bank  Account,  or  any  Bank          bills of exchange and Documentary Credits issued or         Account, with any amount related to such payment.           indorsed (as the case may be) by the Bank under the 6.8     The Customer acknowledges that the Bank will pay, or          Guarantee/Avalisation  of  Bills  of  Exchange  and/or      settle the claim(s) on demand without regard to any          Documentary Credit Facilities respectively shall at no      allegation or dispute of any nature which the Customer          time  exceed  the  Maximum  Aggregate  Limits  for  the     or the beneficiary(ies) may allege and without verifying:          respective Facilities.                              6.8.1   the validity and authenticity of the claim(s); or  6.2     Any Use under the Facilities in respect of:         6.8.2   any alleged non-compliance; or  6.2.1   Documentary Credits will be subject to UCP, unless  6.8.3   the correctness of the amount(s) claimed.          stated otherwise in such Documentary Credit;        6.9     The  Customer  agrees  that  in  the  event  of  the  6.2.2   irrevocable reimbursement will be subject to the ICC’s      Nominated Bank Account closing, changing or having          URR;                                                        insufficient funds and/or whether or not the Maximum  6.2.3   guarantees will be subject to the URDG; and                 Aggregate Limit in relation to any Facility granted by  6.2.4   standby letters of credit will be subject to the ISP 98 or  the  Bank  to  the  Customer  has  been  (i)  fully  Used          the latest version of the Uniform Customs and Practice      and/or (ii) cancelled and/or (iii) reduced to an amount          for Standby Letters of Credit, published by the ICC.        which  is,  on  any  day,  less  than  the  sum  claimed  in  6.3     The rate of commission applicable to each guarantee         paragraph 6.7 above, the Bank may, without reference          and Documentary Credit issued and/or avalised bill of       to  the  Customer,  debit  any  other  account  in  the          exchange indorsed ("the GBB Rate") shall be agreed          Customer’s  name  with  a  Standard  Bank  Group          upon at the time the request to issue and/or indorse is     member, or any other account held by the Customer          made,  or  alternatively,  in  the  absence  of  such       with any other financial institution.           agreement, the Bank’s usual rates of commission shall 6.10  For  the  avoidance  of  doubt,  it  is  recorded  that  the          apply and shall be paid on demand by the Customer.          Customer and, where applicable, the Additional Parties  6.4     Guarantees/Avalised  Bills  of  Exchange/  Standby          shall remain liable for all and any amounts owing by the          Letters of Credit, promissory notes and Documentary         Customer and/or  the  Additional  Parties  (as  the  case          Credits  will  only  be  issued or  indorsed  (as  the case may  be)  to  the  Bank  howsoever  arising,  including          may  be)  by  the  Bank  under  the  Guarantee  by          without limitation, (i) amounts arising in respect of this          Bank/Avalisation  of  Bills  of  Exchange  Facility  or     Facility Letter or not and/or (ii) arising from or relating          Documentary Credit Facility (as the case may be) in         from  the  issuance,  payment  or  settlement  of  any          the Bank’s sole, absolute and unfettered discretion, in     claim/s under or in terms of any guarantee issued by          formats which are approved of by the Bank and in the        the Bank to  any third party under the Guarantee by          case of the issue of a guarantee and/or Documentary         Bank Facility and/or (iii) any loss or damage which the          Credit upon the signature on behalf of the Customer of      Bank  has  incurred,  and/or  (iv)  arising  from  the          the Bank’s usual form of application for the issue of a     Maximum  Aggregate  Limit  in  relation  to  any  Facility          guarantee  or  Documentary  Credit  (as  the  case  may     being exceeded ("the Indebtedness") at the request          be).                                                        of and/or through Use of any Facility by the Customer  6.5     The Customer acknowledges that the Bank shall have          the right to review the Instruments and/or the Facilities                                                                                                            INITIALS                                                                                                              T3 





 






                                                                                                                           and/or  the  Additional  Parties  (as  the  case  may  be), Guarantee by Bank Facility, whichever is earlier, to 3%          irrespective of whether or not:                             per annum above each applicable GBB Rate.  6.10.1  the  Customer  and/or  any  Additional  Parties  (as  the           case may be) hold any Bank Accounts, or have any    7.      Credit  Card,  Structured  Loan,  Preference  Share          facilities, with the Bank, and/or                           Facility,  Vehicle  and  Asset  Finance,  Fleet  6.10.2  the Maximum Aggregate Limit in relation to any Facility     Management    Services,  Documentary   Credit          has  been  exceeded,  fully  Used,  cancelled,  repaid      Facility, Trade Finance Facility, Derivative Product          and/or reduced to any amount which is, on any day,          Trading  Facility,  any  facility  not  specifically          less than the amount of the Indebtedness.                   referred to in this Appendix B to the Facility Letter  6.11    In  the circumstances  contemplated  in  6.10.2  above,     and which is offered by the Bank to the Customer          the Customer hereby irrevocably and unconditionally         now or in the future          authorises  the  Bank  (in  its  sole,  absolute  and 7.1   Use  of  the  above  Facilities  is  subject  to  the  Bank’s          unfettered  discretion,  and  without  notice  to  the      usual  terms  and  conditions  pertaining  thereto  read          Customer) to increase and/or re-instate (as the case        together with the Facility Letter or, if so required by the          may be) the Maximum Aggregate Limit applicable to           Bank, to the Customer (or such Additional Parties, as          any Facility by an amount which, on any day, results in     the Bank may require) having accepted the Bank’s, or          the  Maximum  Aggregate  Limit  available  on  such         other  entity’s  that  makes  such  facility  available,          Facility being equal to the Indebtedness on such day.       separate terms and conditions pertaining to the Facility          In addition, where the Maximum Aggregate Limit of any       in question.            Facility is exceeded, the Maximum Aggregate Limit of 7.2    In the event that any of the above Facilities are partially          such Facility shall, in the sole discretion of the Bank,    or  fully  repaid  in  terms  of  the  separate  terms  and          be increased accordingly in terms of this paragraph, to     conditions pertaining to the Facility in question, and the          reflect the amount by which the Maximum Aggregate           Customer (or the relevant Additional Party, as the case          Limit has been exceeded. Should the Bank exercise its       may  be)  does  not  have  a  right  to  redraw  such          rights under or in accordance with the provisions of this   repayment/s in terms of the said terms and conditions,          paragraph and whether notified to the Customer or not,      then the Maximum Aggregate Limit of such Facility/ies          the  Maximum  Aggregate  Limits  for  the  Facilities  in   shall  automatically  reduce  in  line  with  such          question shall be deemed to be amended accordingly.         repayment/s.          If the type of Facility in question was not previously           granted  to  the  Customer,  such  new  Facility  will  be          deemed  incorporated  into  the  Offer  Letter  and           accordingly in the definition of "the Facilities", and the           Maximum Aggregate Limit for such Facility shall be the           amount allocated thereto. The provisions of this clause           6.11  shall  be  without prejudice  to  any  of  the  Bank’s           rights and/or remedies as a result of the Indebtedness.          Furthermore, any security currently held by the Bank           for  the  debts  of  the  Customer  and/or any  Additional           Parties  shall  also  constitute  security  for  the           Indebtedness.                                         6.12    The Customer agrees that, in the event that:  6.12.1  the  Bank  exercises  its  rights  under  any  of  the           Instrument/s (including, without limitation, the right to           withdraw  from  an  Instrument  in  accordance  with  its           terms); and/or                                        6.12.2  the  Customer’s  applicable  internal  credit  rating,  as           determined  by  the  Bank  at  the  time  of  granting  the          Facilities in accordance with the internal policies and           processes, changes in the Bank’s sole, absolute and           unfettered discretion,                                        the Bank shall be entitled to exercise its rights under           the  provisions  of  paragraph  11.2.4  of  Appendix  A          regardless  of  whether  or  not  any  of  the  Events  of           Default have occurred.                                6.13    If  the  Customer  fails  to  provide  the  Bank  with  the           Collateral to the satisfaction of the Bank, the Bank shall           be entitled to adjust the applicable GBB Rate on the           occurrence  of the  events  detailed  in  paragraph  6.12          and/or an Event of Default up to and including the date           of remedy of such event or date of termination of the                                                                                                                         INITIALS                                                                                                              T3