Contract

1
To:
CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY
 
LIMITED
0 Xxxxxx Xxxx
Xxxxxxx
Xxxxxxxxxxxx
Xxxxxxx, 0000
Email:
 
XXX
Attention:
 
Xxxxxx Xxxxxxxx
From:
FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT
 
BANK DIVISION)
 
(in its
capacity as Facility Agent under the Facilities Agreement (defined below))
22 March,
 
2022
Dear Sirs,
CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY
 
LIMITED
1.
BACKGROUND
1.1
We refer to:
1.1.1
the facilities agreement
 
dated on or about
 
24 January, 2022
 
between, amongst others,
 
Cash Connect Management
Solutions
 
Proprietary
 
Limited
 
(the
Company
)
 
and
 
FirstRand
 
Bank
 
Limited
 
(acting
 
through
 
its
 
Rand
 
Merchant
Bank division)
 
(as original
 
term lender,
 
mandated lead
 
arranger,
 
general banking
 
facilities lender
 
and the facility
agent)
 
(the
);
1.1.2
the
 
general
 
banking
 
facility
 
agreement
 
dated
 
on
 
or
 
about
 
25 January,
 
2022
 
between,
 
amongst
 
others,
 
the
Company and FirstRand Bank (acting through its Rand Merchant Bank division)
 
(the
GBF Agreement
),
(the Facilities Agreement and GBF Agreement, each a
Relevant Finance Document
)
1.2
This letter is supplemental
 
to and amends
 
the Facilities Agreement
 
pursuant to clause 36 (Amendments
 
and waivers) of
the Facilities Agreement and clause 17 (Miscellaneous) of the GBF Agreement.
2.
INTERPRETATION
2.1
Capitalised terms
 
defined in
 
the Facilities
 
Agreement have
 
the same
 
meaning when
 
used in
 
this letter
 
unless expressly
defined in this letter.
2.2
The provisions
 
of clause
 
1.2 (Construction)
 
of the
 
Facilities Agreement
 
apply to
 
this letter
 
as though
 
they were
 
set out
in full in this letter except that references to the Facilities Agreement are to be construed
 
as references to this letter.
2.3
In this letter,
Effective Date
 
means the date on which this letter has been signed by all Parties to it.
3.
AMENDMENTS
3.1
Each
 
Relevant
 
Finance
 
Document
 
will
 
be
 
amended
 
on
 
and
 
with
 
effect
 
from
 
the
 
Effective
 
Date
 
in
 
accordance
 
with
paragraph
 
below.
The Facilities Agreement will be amended as follows:
3.1.1
clause
 
1.1.110
 
(Definitions)
 
of
 
the
 
Facilities
 
Agreement
 
will
 
be
 
deleted
 
in
 
its
 
entirety
 
and
 
replaced
 
with
 
the
following new clause 1.1.110:
"1.1.110
Original GBF Commitment
 
means ZAR205,000,000
 
from the
 
Closing Date and
 
R125,000,000 from
the date occurring one year and one day from
 
the date of this Agreement."
2
3.1.2
clause
 
1.1.151
 
(Definitions)
 
of
 
the
 
Facilities
 
Agreement
 
will
 
be
 
deleted
 
in
 
its
 
entirety
 
and
 
replaced
 
with
 
the
following new clause 1.1.151:
"
1.1.151
Total
 
Commitments
 
means the aggregate of:
(a)
 
the Total
 
Facility A Commitments;
(b)
 
the Total
 
Facility B Commitments;
(c)
 
the Total
 
GBF Commitments,
being ZAR1,380,000,000 at the date of this Agreement.
 
"
3.1.3
clause
 
1.1.154
 
(Definitions)
 
of
 
the
 
Facilities
 
Agreement
 
will
 
be
 
deleted
 
in
 
its
 
entirety
 
and
 
replaced
 
with
 
the
following new clause 1.1.154:
"1.1.154
Total
 
GBF
 
Commitments
 
means
 
the
 
aggregate
 
of
 
the
 
GBF
 
Commitments,
 
being
 
ZAR205,000,000
from the
 
Closing Date and
 
ZAR125,000,000 from
 
the date occurring
 
one year and
 
one day from
 
the
date of this Agreement."
3.1.4
clause 13 (
Non-refundable Structuring
 
fee
) of the Facilities Agreement
 
will be deleted in its entirety
 
and replaced
with the following new clause 13:
"13.1
Non-refundable Structuring fee
13.1.1
 
The
 
Borrower
 
shall
 
pay
 
to
 
the
 
Lender,
 
a
 
non-refundable
 
structuring
 
fee
 
in
 
an
 
amount
 
equal
 
to
ZAR4,800,000 (excluding VAT)
 
(the
Non-refundable Structuring Fee
).
13.1.2
 
On
 
the
 
Closing
 
Date,
 
the
 
Non-refundable
 
Structuring
 
Fee
 
shall
 
accrue
 
in
 
full,
 
be
 
capitalised
 
to
Facility A and
 
increase the
 
Facility A Commitment by
 
the amount of
 
the Non-refundable
 
Structuring
Fee.
13.1.4
 
All fees
 
due
 
and
 
payable
 
to the
 
Lender under
 
this Clause
 
13.1,
 
once paid,
 
are
 
non-refundable
 
and
will
 
not
 
discharge
 
any
 
other
 
obligations
 
to
 
pay
 
any
 
fees
 
or
 
other
 
amount
 
due
 
under
 
the
 
Finance
Documents."
3.1.5
clause 22.1.3
 
(Financial Definitions)
 
of the
 
Facilities Agreement
 
will be
 
deleted in
 
its entirety
 
and replaced
 
with
the following new clause 22.1.3:
22.1.3
Cashflow
 
means,
 
in
 
respect
 
of
 
any
 
Measurement
 
Period,
 
Consolidated
 
EBITDA
 
for
 
that
Measurement Period after:
(a)
 
adding
 
the
 
amount
 
of
 
any
 
decrease
 
(and
 
deducting
 
the
 
amount
 
of
 
any
 
increase)
 
in
 
Working
Capital
 
for
 
that
 
Measurement
 
Period
 
(save
 
for
 
any
 
decrease
 
or
 
increase
 
in
 
relation
 
to
activities where the Covenant Group
 
acted as agent);
(b)
 
adding
 
the
 
amount
 
of
 
any
 
cash
 
receipts
 
(and
 
deducting
 
the
 
amount
 
of
 
any
 
cash
 
payments)
during that Measurement Period in
 
respect of any Exceptional Items not already
 
taken account
of in calculating Consolidated EBITDA for any Measurement
 
Period (other than, in the case of
cash receipts, Relevant Proceeds);
(c)
 
adding the amount
 
of any cash receipts
 
during that Measurement
 
Period in respect
 
of any Tax
rebates
 
or
 
credits
 
and
 
deducting
 
the
 
amount
 
actually
 
paid
 
or
 
due
 
and
 
payable
 
in
 
respect
 
of
Taxes during
 
that Measurement Period by any member
 
of the Covenant Group;
(d)
 
adding (to the extent
 
not already taken
 
into account in determining
 
Consolidated EBITDA) the
amount
 
of any
 
dividends
 
or
 
other profit
 
distributions
 
received
 
in
 
cash
 
by any
 
member
 
of the
Group
 
during
 
that
 
Measurement
 
Period
 
from
 
any
 
entity
 
which
 
is
 
itself
 
not
 
a
 
member
 
of
 
the
Group
 
and
 
deducting
 
(to
 
the
 
extent
 
not
 
already
 
deducted
 
in
 
determining
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
EBITDA)
 
the
 
amount
 
of
 
any
 
dividends
 
paid
 
in
 
cash
 
during
 
the
 
Measurement
 
Period
 
to
minority shareholders in members of the Group;
(e)
 
adding
 
the
 
amount
 
of
 
any
 
increase
 
in
 
provisions,
 
other
 
non-cash
 
debits
 
and
 
other
 
non-cash
charges (which are
 
not Current Assets or
 
Current Liabilities)
 
and deducting the amount of any
non-cash
 
credits
 
(which
 
are
 
not
 
Current
 
Assets
 
or
 
Current
 
Liabilities)
 
in
 
each
 
case
 
to
 
the
extent taken into account in establishing Consolidated EBITDA;
(f)
 
deducting 25
 
per cent.
 
of the
 
amount of
 
any Capital
 
Expenditure
 
actually made
 
(or due
 
to be
made)
 
in
 
cash
 
for
 
the
 
purposes
 
of
 
maintenance
 
during
 
that
 
Measurement
 
Period
 
by
 
any
member of the Covenant Group:
(h)
 
deducting the amount of any trade payable in relation
 
to any Excess Inventory;
(i)
 
adding
 
the
 
amount
 
of
 
any
 
trade
 
payable
 
in
 
relation
 
to
 
any
 
Excess
 
Inventory
 
as
calculated at the beginning of the Measurement Period,
and so that no amount shall be added (or deducted) more
 
than once.
3.1.6
clause
 
22.2.3
 
(Leverage
 
Ratio)
 
of
 
the
 
Facilities Agreement
 
will be
 
deleted
 
in
 
its entirety
 
and
 
replaced
 
with
 
the
following new clause 22.2.3:
"22.2.3
Leverage Ratio:
The
 
Obligors
 
shall
 
ensure
 
that
 
the
 
Leverage
 
Ratio
 
for
 
any
 
Measurement
 
Period
 
shall
 
not
 
be
 
more
than the ratio set out in column 2 below opposite that Measurement Period:
Measurement Period
Ratio
[Column 1]
[Column 2]
Closing Date
4.00 : 1
Each Measurement Period ending before or on 31 December, 2022:
3.75 : 1
Thereafter, each Measurement Period ending before or on 31 December,
2023:
3.25 : 1
Thereafter, each Measurement Period ending before or on 31 December,
2024:
2.75 : 1
Thereafter, each Measurement Period ending before or on 31 December,
2025:
2.50 : 1
Thereafter, each Measurement Period ending before or on 31 December,
2026:
2.25 : 1
3.2
The GBF Agreement will be amended as follows:
3.2.1
inserting a new clause 1.9 after the existing clause 1.8:
"
1.9.
Short Term Direct
Borrower: Cash Connect Management Solutions
 
(Pty) Ltd
Facility Amount: ZAR80,000,000 (eighty million Rand)
Utilisation: General Banking Products.
Term of Facility:
 
12 months and 1 day
."
4
4.
REPRESENTATIONS
Each Obligor
 
confirms to
 
each Finance
 
Party that
 
on the
 
date of
 
this letter
 
and on
 
the Effective
 
Date, all
 
the representations
and warranties set out in clause 20 of the Facilities Agreement:
4.1
are true; and
4.2
would also be
 
true if references
 
to the Facilities
 
Agreement were construed
 
as references to
 
the Facilities Agreement
 
as
amended by this letter.
Each representation and warranty is applied to the circumstances existing
 
at the time the representation and warranty is made.
5.
GUARANTEE AND SECURITY CONFIRMATION
5.1
Each
 
Guarantor
 
confirms
 
that,
 
notwithstanding
 
the
 
amendments
 
to
 
the
 
Relevant
 
Finance
 
Documents
 
effected
 
by
 
this
letter,
 
the guarantee
 
and indemnity
 
given under
 
the Facilities
 
Agreement continues
 
in full
 
force and
 
effect and
 
extends
to,
 
and
 
operates
 
as
 
an
 
effective
 
unconditional
 
guarantee
 
of
 
all
 
present
 
and
 
future
 
obligations
 
and
 
liabilities
 
of
 
each
Obligor under the Finance Documents.
5.2
Each Obligor confirms that, notwithstanding the amendments to the
 
Relevant Finance Documents effected
 
by this letter,
the liabilities and
 
obligations arising
 
under the
 
Facilities Agreement,
 
as amended, shall
 
form part of
 
(but not be
 
limited
to) the
 
Security created
 
under the
 
Security
 
Agreements to
 
which
 
that Obligor
 
is party
 
to secure
 
any obligation
 
of any
Obligor to a Finance Party under the Finance Documents.
6.
MISCELLANEOUS
6.1
This letter is a Finance Document.
6.2
From the Effective Date, each Relevant Finance Document
 
and this letter will be read and construed as one document.
6.3
Except
 
as
 
expressly
 
otherwise
 
provided
 
in
 
this
 
letter,
 
no
 
amendment,
 
variation
 
or
 
change
 
is
 
made
 
to
 
any
 
Finance
Document and all the Finance Documents remain in full force and effect
 
in accordance with their terms.
6.4
Except to the extent expressly waived in this letter,
 
no waiver of any provision of any Finance Document is given by
 
the
terms of this letter
 
and the Finance
 
Parties expressly reserve
 
all their rights
 
and remedies in
 
respect of any
 
breach of, or
other Default under, the Finance Documents.
7.
COUNTERPARTS
This letter may
 
be executed in
 
any number of
 
counterparts, each of
 
which when executed
 
shall constitute a
 
duplicate original,
but all the counterparts
 
together shall constitute
 
one letter.
 
Delivery of an
 
executed scanned counterpart
 
of a signature
 
page of
this letter by e-mail shall be effective as delivery of an original
 
executed counterpart hereof.
8.
GOVERNING LAW
This letter is governed by the laws of South Africa.
If you agree to the above, please sign where indicated below.
Yours
 
sincerely,
FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT
 
BANK DIVISION)
(in its capacity as Facility Agent)
By:
/s/ Xxxx Xxxxxxxxx
 
/s/ Kedi Mazibuko
_____________________________
 
_____________________________
Name
:
 
Xxxx Xxxxxxxxx
 
Name
:
 
Kedi Xxxxxxxx
0
Date
:
 
March 22, 2022
 
Date
:
 
March 22, 2022
6
We agree to the
 
above.
CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY
 
LIMITED
By:
_/s/ Xxxxxx X. Heilbron____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_March 16, 2022_____________________
CASH CONNECT RENTALS
 
PROPRIETARY
 
LIMITED
By:
_/s/ Xxxxxx X. Xxxxxxxx ____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_March 16, 2022_____________________
DEPOSIT MANAGER PROPRIETARY
 
LIMITED
By:
_/s/ Xxxxxx X. Xxxxxxxx ____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_March 16, 2022_____________________
CASH CONNECT CAPITAL
 
PROPRIETARY
 
LIMITED
7
By:
_/s/ Xxxxxx X. Xxxxxxxx ____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_March 16, 2022_____________________
XXXX XXXXXX 0000 (XXXXX XXXXXX) PROPRIETARY
 
LIMITED
By:
_/s/ Xxxxxx X. Xxxxxxxx ____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_March 16, 2022_____________________
K2021477132 (SOUTH AFRICA) PROPRIETARY
 
LIMITED
By:
__/s/ Xxxxxx X. Xxxxxxxx ___________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_March 16, 2022_____________________
K2020263969 (SOUTH AFRICA) PROPRIETARY
 
LIMITED
By:
__/s/ Xxxxxx X. Xxxxxxxx ___________________________
8
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_18/3/2022_____________________
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Filed: May 10th, 2022
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