SUPERDRIVE INVESTMENTS(RF)(PTY)LTD - SuperDrive Investments (RF) Limited - Changes to the Terms and Conditions of notes issued

SuperDrive Investments (RF) Limited - Changes to the Terms and Conditions of notes issued

SuperDrive Investments (RF) Limited
Stock Code: SPDA1, SPDA2, SPDA3, SPDA4
ISIN Code: ZAG000088774, ZAG000088782, ZAG000094202,
ZAG000094210



SUPERDRIVE INVESTMENTS (RF) LIMITED (Registration
Number 2011/000895/06)(the "Issuer")



NOTICE OF AMENDMENT TO THE PROGRAMME MEMORANDUM UNDER THE
ZAR10,000,000,000 ASSET BACKED DOMESTIC MEDIUM TERM NOTE
PROGRAMME OF THE ISSUER (THE "PROGRAMME") IN TERMS OF THE
PROGRAMME MEMORANDUM DATED ON OR ABOUT 24 AUGUST 2011,
TOGETHER WITH THE AMENDMENT TO THE ASSET, SALE AND SERVICING
AGREEMENT DATED ON OR ABOUT 23 MAY 2014 UNDER THE PROGRAMME




A. Notice



Notice is hereby given that, following a meeting ("Meeting")
of the holders of the Class A Notes issued by the Issuer under
the Issuer's ZAR10,000,000,000 asset backed domestic medium
term note programme established in terms of a programme
memorandum dated on or about 24 August 2011 ("Programme
Memorandum"), held at 11:00 on 8 July 2014, at the office of
Werksmans Attorneys, at 155, 5th Street, Sandton, 2196, the
Terms and Conditions of the Class A Notes set out in the
Programme Memorandum along with certain provisions of the
Asset, Sale and Servicing Agreement, were amended pursuant to
the passing of the Special Resolutions by 94.42% of the
holders of the Class A Notes present by proxy at the Meeting.



Capitalised terms and expressions used in this notice, and not
otherwise defined herein, shall have the meanings assigned to
such terms and expressions in the Programme Memorandum.
B. AMENDMENTS



1   Amendment of Condition 11.1.8.2 of the Terms and Conditions
    of the Notes under the Programme Memorandum



The Terms and Conditions, set out in the Programme Memorandum
issued by the Issuer, be and is hereby amended by the deletion
of Condition 11.1.8.2 in its entirety and the substitution
thereof by the following new Condition 11.1.8.2



"11.1.8.2 provided that no Early Amortisation Event has
occurred and to the extent not already allocated above, to
fund the purchase price of any Subsequent Participating Assets
to be acquired by the Issuer from the Originator on that date
or to provide for the purchase price of any Subsequent
Participating Assets to be acquired by the Issuer from the
Originator on the Relevant Transfer Date prior to the next
Payment Date, and to credit any surplus funds to the Asset
Purchase Ledger;";



Amendment of clause 1.1(e) of the Eligibility Criteria for
Classification of Participating Assets, as described in the
section of the Programme Memorandum entitled "Description of
Portfolio of Participating Assets"



The terms and conditions as described in the section of the
Programme Memorandum entitled "Description of Portfolio of
Participating Assets", set out in the Programme Memorandum
issued by the Issuer, be and is hereby amended by the deletion
of clause 1.1(e) of the Eligibility Criteria for
Classification of Participating Assets, as described in the
section of the Programme Memorandum entitled "Description of
Portfolio of Participating Assets" in its entirety and the
substitution thereof by the following new clause 1.1(e) -



"1.1 each Instalment Sale Agreement must –
(e) have an original term of not more than seventy-two
months;";



Amendment of clause 2.1.1 of the Portfolio Covenants in
relation to Participating Assets, as described in the section
of the Programme Memorandum entitled "Description of Portfolio
of Participating Assets"



The terms and conditions as described in the section of the
Programme Memorandum entitled "Description of Portfolio of
Participating Assets", set out in the Programme Memorandum
issued by the Issuer, be and is hereby amended by the deletion
of clause 2.1.1 of the Portfolio Covenants in relation to
Participating Assets, as described in the section of the
Programme Memorandum entitled "Description of Portfolio of
Participating Assets" in its entirety and the substitution
thereof by the following new clause 2.1.1 -



"2.1.1    the weighted average balloon payments measured by
current balance under the Participating Assets is not greater
than 40%;";



Amendment of clause 2.1.2 of the Portfolio Covenants in
relation to Participating Assets, as described in the section
of the Programme Memorandum entitled "Description of Portfolio
of Participating Assets"



The terms and conditions as described in the section of the
Programme Memorandum entitled "Description of Portfolio of
Participating Assets", set out in the Programme Memorandum
issued by the Issuer, be and is hereby amended by the deletion
of clause 2.1.2 of the Portfolio Covenants in relation to
Participating Assets, as described in the section of the
Programme Memorandum entitled "Description of Portfolio of
Participating Assets" in its entirety and the substitution
thereof by the following new clause 2.1.2 -
"2.1.2    not more than 45% of the Pool of Participating
Assets measured by current balance may be Used vehicles;";



Amendment of clause 9.2 of the Asset, Sale and Servicing
Agreement



The Asset, Sale and Servicing Agreement be and is hereby
amended by the deletion of clause 9.2 of the Asset, Sale and
Servicing Agreement in its entirety and the substitution
thereof by the following new clause 9.2 -



"9.2 The Originator shall, during the Revolving Period, be
entitled on any day, to the extent that the Originator has a
pool of proposed Subsequent Participating Assets available for
transfer to the Issuer in accordance with the provisions of
this Agreement and the Issuer wishes to purchase the proposed
Subsequent Participating Assets in accordance with 9.1, to
deliver to the Issuer, by no later than five Business Days
prior to the Relevant Transfer Date, together with a list
identifying and detailing each of the proposed Subsequent
Participating Assets, a completed and signed Sale Supplement.
Such Sale Supplement shall, in addition to the details already
stated therein, set out the following -…"; and



Amendment of clause 1.5 of Annexure A to the Asset, Sale and
Servicing Agreement entitled "Eligibility Criteria"



The Asset, Sale and Servicing Agreement be and is hereby
amended by the deletion of clause 1.5 of Annexure A of the
Asset, Sale and Servicing Agreement in its entirety and the
substitution thereof by the following new clause 1.5 of
Annexure A -



"1.   each Instalment Sale Agreement must -
"1.5      have an original term of not more than seventy-two
months;".



The amendments set out in 1 to 0 (both inclusive), were
effected following the adoption of Special Resolutions by the
Class A Noteholders.



Date: 9 July 2014
Sponsor: The Standard Bank of South Africa Limited, acting
through its Corporate and Investment Banking Division.

Further information please contact:
Mike Brunke              SBSA (Sponsor)      (011) 721 8101
Email: mike.brunke@standardbank.co.za

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