EX-10.57 4 ex1057.htm EXHIBIT 10.57 ex1057
1
To:
CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY
 
LIMITED
4 Harris Road
Sandton
Johannesburg
Gauteng, 2196
Email:
 
XXX
Attention:
 
Steven Heilbron
From:
FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT
 
BANK DIVISION)
 
(in its
capacity as Facility Agent under the Facilities Agreement (defined below))
12 April,
 
2022
Dear Sirs,
CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY
 
LIMITED
FACILITIES AGREEMENT
1.
BACKGROUND
1.1
We
 
refer
 
to
 
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) as amended by an amendment letter dated 22 March,
 
2022 (the
Facilities Agreement
):
1.2
This letter is supplemental
 
to and amends
 
the Facilities Agreement
 
pursuant to clause 36 (Amendments
 
and waivers) of
the Facilities 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
The
 
Facilities Agreement
 
will be
 
amended by
 
deleting
 
clause 1.1.14
 
(Definitions)
 
of the
 
Facilities Agreement
 
in its
 
entirety
and replaced with the following new clause 1.1.14:
"1.1.14
Availability
 
Period
means, in relation
 
to a Term
 
Facility,
 
the period from
 
and including
 
the Closing Date
 
to and
including 6 May, 2022."
4.
REINSTATEMENT
 
OF COMMITMENT
The
 
Parties
 
agree
 
that
 
any
 
part
 
of
 
any
 
Commitments
 
which
 
were
 
cancelled
 
pursuant
 
to
 
the
 
provisions
 
of
 
the
 
Facilities
Agreement is reinstated on the Effective Date.
5.
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:
5.1
are true; and
2
5.2
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.
6.
GUARANTEE AND SECURITY CONFIRMATION
6.1
Each Guarantor
 
confirms that,
 
notwithstanding
 
the amendments
 
to the
 
Facilities Agreement
 
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.
6.2
Each
 
Obligor
 
confirms
 
that,
 
notwithstanding
 
the
 
amendments
 
to
 
the
 
Facilities
 
Agreement
 
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.
6.3
Notwithstanding
 
the provisions
 
of clause
 
6 of
 
the pledge
 
and cession
 
dated 22 March,
 
2022 between
 
the Obligors
 
and
the
 
Lender,
 
the
 
Parties
 
agree
 
that
 
the
 
documents
 
required
 
to
 
be
 
delivered
 
under
 
that
 
clause
 
may
 
be
 
delivered
 
to
 
the
Lender 1
 
Business Day after
 
the first Utilisation
 
Date under the
 
Facilities Agreement
 
and the Lender
 
waives any Event
of Default
 
which occurred
 
as a
 
result of
 
the Obligors
 
not delivering
 
such documents
 
by no
 
later than
 
5 Business
 
Days
after the Closing Date.
7.
MISCELLANEOUS
7.1
This letter is a Finance Document.
7.2
From the Effective Date, the Facilities Agreement and this letter will be
 
read and construed as one document.
7.3
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.
7.4
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.
8.
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.
9.
GOVERNING LAW
This letter is governed by the laws of South Africa.
If you agree to the above, please sign where indicated below.
3
Yours
 
sincerely,
FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT
 
BANK DIVISION)
(in its capacity as Facility Agent)
By:
/s/ Wade Terrence
 
Cresswell
 
/s/ Kedi Mazibuko
_____________________________
 
_____________________________
Name
:
 
Wade Terrence
 
Cresswell
 
Name
:
 
Kedi Mazibuko
Date
:
 
April 12, 2022
 
Date
:
 
April 12, 2022
4
We agree to the
 
above.
CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY
 
LIMITED
By:
_/s/ Steven J. Heilbron____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_12 April, 2022_____________________
CASH CONNECT RENTALS
 
PROPRIETARY
 
LIMITED
By:
_/s/ Steven J. Heilbron____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_12 April, 2022_____________________
DEPOSIT MANAGER PROPRIETARY
 
LIMITED
By:
_/s/ Steven J. Heilbron____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_12 April, 2022_____________________
CASH CONNECT CAPITAL
 
PROPRIETARY
 
LIMITED
5
By:
_/s/ Steven J. Heilbron____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_12 April, 2022_____________________
MAIN STREET 1723 (SOUTH AFRICA) PROPRIETARY
 
LIMITED
By:
_/s/ Steven J. Heilbron____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_12 April, 2022_____________________
K2021477132 (SOUTH AFRICA) PROPRIETARY
 
LIMITED
By:
_/s/ Steven J. Heilbron____________________________
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_12 April, 2022_____________________
K2020263969 (SOUTH AFRICA) PROPRIETARY
 
LIMITED
By:
_/s/ Steven J. Heilbron____________________________
6
(who warrants his authority)
Name
:
 
_Steven J. Heilbron_____________________
Date
:
 
_12 April, 2022_____________________