Wrap Text
BAYPORT SECURITISATION (RF) LTD
(Incorporated with limited liability in the Republic of South Africa under Registration Number M2008/003557/06)
CONSENT RESPONSE FORM IN RESPECT OF BELOW NOTES UNDER THE ZAR10,000,000,000 ASSET
BACKED NOTE PROGRAMME
Bond Code ISIN
BAYA08 ZAG000086182
BAYA23 ZAG000096066
BAYA24 ZAG000096512
BAYA25 ZAG000098047
BAYA26 ZAG000099920
BAYA31 ZAG000102229
BAYA32 ZAG000103490
BAYA33 ZAG000103961
BAYA34 ZAG000104076
BAYA35 ZAG000104084
BAYA36 ZAG000104092
BAYA39 ZAG000109620
BAYA41 ZAG000109646
BAYA42 ZAG000109653
BAYA43 ZAG000111824
BAYA44 ZAG000114380
BAYA45 ZAG000114398
BAYA50 ZAG000135021
BAYA51 ZAG000135039
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BAYA52 ZAG000135047
BAYA53 ZAG000139775
BAYA54 ZAG000139783
BAYB04 ZAG000093899
BAYB05 ZAG000098039
BAYB06 ZAG000102211
BAYB07 ZAG000103250
BAYB08 ZAG000103979
BAYB09 ZAG000111832
Instructions:
For use by:
1) the beneficial holders of Notes (the 'Notes') issued under the ZAR10,000,000,000 Asset Backed Note
Programme (the 'Programme') of Bayport Securitisation (RF) LTD (the 'Issuer') pursuant to a
programme memorandum dated 24 August 2016 (the 'Programme Memorandum'); or
2) the Central Securities Depository Participant ("CSDP") appointed by such beneficial holders of Notes in
accordance with the voting instructions given by such beneficial holders of Notes.
Capitalised terms used in this request for consent shall, unless otherwise defined in this request, bear the
meanings ascribed to such terms in the section of the Programme Memorandum headed 'Glossary of
Definitions'.
Details of Consents required:
Full details of the consents required are set out in the document headed 'REQUEST TO NOTEHOLDERS TO
PROVIDE CONSENTS' annexed hereto which must be read with Annexure 1, Annexure 2 and Annexure 3
annexed thereto.
(NAME IN BLOCK LETTERS please)
of (address)
Telephone Work ( ) Telephone Home ( )
Confirm that we are the beneficial holder/ CSDP for the beneficial holder of interest in the Notes listed below:
(please insert stock codes relating to the relevant Notes and the amount of the Aggregate Nominal
Amount of such Note in which you are the beneficial holder/ CSDP for the beneficial holder of such
Note):
STOCK FUND Interest in the Aggregate Nominal
CODE Amount
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AND HEREBY INSTRUCT the CSD as registered holder of the Notes to consent to and/or withhold our consent
to the following matters and/or abstain from responding to such request as follows:
For Against Abstain
CONSENT REQUEST (Special Majority of Funders) 'The
amendment of Condition 7.3 of the Programme Memorandum to
provide for the redemption of Notes prior to their Maturity Date
subject to the issue of new Notes with a Nominal Value not less
than the Nominal Value and a Maturity Date occurring not earlier
than the Maturity Date, of the Notes so redeemed
CONSENT REQUEST (Special Majority of Senior Debt Funders) '
The subsequent amendment of the Security Trust Deed
substantially in the form set out in Annexure A, in respect of the
redemption of Notes prior to their Maturity Date, subject to the
issue of new Notes
CONSENT REQUEST (Ordinary Majority of Senior Debt
Funders) - The appointment by the Issuer of alternative rating
agencies
CONSENT REQUEST (Special Majority of Funders) - The
subsequent amendment of the Security Trust Deed, the
Management Agreement and the Standby Administration
Agreement substantially in the form of Annexure 1, Annexure 2
and Annexure 3 in terms of which the definition 'Rating Agency'
is amended
CONSENT REQUEST (Special Majority of Funders) - The
amendment of the Management Agreement and the Standby
Administration Agreement substantially in the form of Annexure
2 and Annexure 3, in terms of which the definition 'Consolidated
Bank Account' is amended
CONSENT REQUEST (Special Majority of Funders) - The
amendment of the Security Trust Deed substantially in the form
of Annexure 1, in terms of which the date for submission of the
audited financial statements is clarified
CONSENT REQUEST (Special Majority of Funders) - The
amendment of the Programme Memorandum in accordance with
the consents obtained above
(Tick whichever is applicable. If no directions are given, the CSD Nominee will be entitled to consent to and/or
withhold its consent to the following matters and/or abstain from responding, as the CSD Nominee deems
fit.)
Signed at on 2017
Signature
Assisted by (where applicable)
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REQUEST TO NOTEHOLDERS TO PROVIDE CONSENTS IN RESPECT OF:
(1) THE AMENDMENT OF THE TERMS AND CONDITIONS BY THE INCLUSION OF THE REDEMPTION
OF NOTES BY THE ISSUER SUBJECT TO THE REPLACEMENT OF THOSE NOTES AND THE
SUBSEQUENT AMENDMENT TO THE TRANSACTION DOCUMENTS
(2) THE APPOINTMENT BY THE ISSUER OF ALTERNATIVE RATING AGENCIES AND THE
SUBSEQUENT AMENDMENT TO THE TRANSACTION DOCUMENTS
(3) THE AMENDMENT OF THE TRANSACTION DOCUMENTS IN RESPECT OF THE CONSOLIDATED
BANK ACCOUNT
(4) THE AMENDMENT OF THE TRANSACTION DOCUMENTS IN RESPECT OF THE SUBMISSION OF
THE AUDITED ANNUAL FINANCIAL STATEMENTS
(5) THE AMENDMENT OF THE PROGRAMME MEMORANDUM
1. Introduction
1.1 On 20 May 2011, Bayport Securitisation (RF) LTD ('the Issuer') established its Asset-Backed
Note Programme (the 'Programme') pursuant to a programme memorandum dated 20 May
2011 as supplemented by the Supplements thereto dated 22 September 2011, 25 April 2012,
31 July 2012, 28 June 2013, 10 September 2013 and 23 May 2014. With effect from 28 June
2013, the nominal amount of the Programme was increased from R4,400,000,000.00 to
R10,000,000,000.00.
1.2 On or about 24 August 2016, the aforementioned Supplements to the programme memorandum
were consolidated and incorporated into the programme memorandum and further amendments
were effected thereto such that the programme memorandum is now an amendment and
restatement of the previous programme memorandum (the 'Programme Memorandum'). The
Programme Memorandum was approved by and registered with the JSE on 24 August 2016.
1.3 Capitalised terms used in this request for consent shall, unless otherwise defined in this request,
bear the meanings ascribed to such terms in the section of the Programme Memorandum
headed 'Glossary of Definitions'.
1.4 With regard to the FIRST CONSENT, relating to the amendment of the Terms and Conditions
and the subsequent amendment to the Transaction Documents (the Security Trust Deed
(Annexure 1), the Management Agreement (Annexure 2) and the Standby Administration
Agreement (Annexure 3), the SECOND CONSENT, relating to the subsequent amendment of
the definition 'Rating Agency' in the Transaction Documents, the THIRD CONSENT, relating to
the amendment of the definition 'Consolidated Bank Account' in the Transaction Documents,
the FOURTH CONSENT, relating to the amendment of the Transaction Doucments in relation to
the submission of the audited annual financial statements and the FIFTH CONSENT, relating to
the amendment of the Programme Memorandum, sought in paragraphs 2 to 6 below, the Issuer
requires the consent of a Special Majority of Funders being Funders who would, on a poll,
between them hold more than 75% of the total votes of all Funders at that time. Formal approval
of the proposed amendments must first be obtained from the JSE.
1.5 In this regard every Funder will be entitled to vote as follows:
1.5.1 10 votes for each Class A Note of which he is the registered holder or representative;
1.5.2 10 votes for each complete R1,000,000 of capital owing by the Issuer to a Facility
Grantor in terms of the corresponding Warehousing Facility and/or Liquidity Facility;
1.5.3 two votes for each Class B Note of which he is the registered holder or representative;
1.5.4 one and a half votes for each Class C Note of which he is the registered holder or
representative; and
1.5.5 one vote for each Class D Note of which he is the registered holder or representative.
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1.6 With regard to the SECOND CONSENT, relating to the appointment by the Issuer of alternative
rating agencies, sought in paragraph 3 below, the Issuer requires the consent of an Ordinary
Majority of Senior Debt Funders being Senior Debt Funders who would, on a poll, between them
hold more than 50% of the total votes of all Senior Debt Funders at that time.
1.7 The CSD is requested to provide sufficient information regarding the consent allocated per class
of Notes in order to enable the Issuer to determine the level of voting.
1.8 Such consents will be requested at the meeting to be held on 3 April 2017 at 11h00 at Bayport
House, 23A 10th Avenue, Rivonia, 2128 Republic of South Africa.
2. FIRST CONSENT REQUIRED
2A. The Early Redemption of Notes
2.1 In terms of the restrictions contained in the Security Trust Deed, and repeated in Condition 18.2
of the Terms and Conditions contained in the Programme Memorandum, the Issuer may only
amend the Terms and Conditions, if such amendment is approved by a Special Majority of the
Funders, provided that formal approval shall first have been obtained from the JSE. It is
recorded that formal approval was obtained from the JSE on 28 February 2017.
2.2 Currently, the redemption provisions in Condition 7.3 of the Programme Memorandum
('Redemption at the Option of the Issuer') contains limited circumstances under which the
Issuer may redeem Notes.
2.3 The Noteholders are requested to consent to the amendment of paragraph 7.3 to the Terms and
Conditions by the insertion of a new paragraph which makes provision for the early redemption
of any number of any class or Tranche of Notes by the Issuer, at any time prior to the Maturity
Date thereof, without the prior written consent of a Special Majority of Noteholders, provided that
the Noteholders who held the Notes so redeemed, simultaneously subscribe for new Notes to
be issued by the Issuer, with a Nominal Value not being less than the Nominal Value, and with a
Maturity Date not occurring earlier than the Maturity Date, of the Notes so redeemed.
2B. The Transaction Documents
2.4 Following receipt of the consent contemplated in paragraph 2.3 above, the Issuer intends
amending the provisions of clause 11.8.2 of the Security Trust Deed by making that portion of
clause 11.8.2 which starts with 'the Company may redeem all' as sub-clause 11.8.2.1 and
inserting a new clause 11.8.2.2 as follows-
11.8.2.2 the Company shall be entitled to redeem any number of any class or Tranche of
Notes on any date prior to the Maturity Date thereof, without the prior written consent
of a Special Majority of Senior Debt Funders, subject to the Noteholders whose Notes
are so redeemed, subscribing for new Notes to be issued by the Issuer, with an
aggregate Nominal Amount not being less than the Nominal Amount, and a Maturity
Date occurring not earlier than the Maturity Date, of the Notes so redeemed.';
3. SECOND CONSENT REQUIRED
3A. The Ability To Appoint Alternative Rating Agencies
3.1 In terms of the restrictions contained in the Security Trust Deed, and repeated in the definition of
'Rating Agency' in paragraph 3.164 of the Programme Memorandum, any other rating agency
may not be appointed by the Issuer without the prior approval of an Ordinary Majority of Senior
Debt Funders.
3.2 The Issuer would like to obtain the prior approval of an Ordinary Majority of Senior Debt Funders
to appoint, as an alternative to the appointment of Standard & Poor's Financial Services LLC,
registration number 07114748, any one of Global Credit Rating Company Proprietary Limited,
registration number 1995/005001/07, Moody's Investors Service, registration number 1950192,
or any other internationally recognized rating agency.
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3.3 Accordingly, Noteholders are requested to give their consent to the appointment by the Issuer of
any one of Standard & Poor's Financial Services LLC, registration number 07114748, Global
Credit Rating Company Proprietary Limited, registration number 1995/005001/07, Moody's
Investors Service, registration number 1950192 or any other internationally recognised rating
agency.
3B. The Subsequent Amendment To The Transaction Documents
3.4 In terms of the restrictions contained in the Security Trust Deed, and repeated in Condition
10.3.7 of the Terms and Conditions contained in the Programme Memorandum, the Issuer may
not participate in any variation, amendment or consensual cancellation of any of the Transaction
Documents (other than the Programme Memorandum and/or the Applicable Pricing
Supplements which may be varied or amended in accordance with the provisions of the
Programme Memorandum and the JSE Debt Listings Requirements), without the prior written
consent of a Special Majority of Funders.
3.5 Following receipt of the consent required in paragraph 3A above, the Issuer proposes making
changes to the Security Trust Deed by amending the definition 'Rating Agency' in clause
2.1.106 by replacing it with the following definition '
'2.1.106 'Rating Agency' means, Standard & Poor's Financial Services LLC,
registration number 07114748, Global Credit Rating Company Proprietary
Limited, registration number 1995/05001/07, Moody's Investors Service Ltd,
registration number 1950192, or any other internationally recognised rating
agency appointed by the Company from time to time, save in respect of the
period prior to 30 September 2013 where it shall continue to refer to Global
Credit Rating Company (Pty) Limited, registration number 1995/005001/07;'
3.6 Following receipt of the consent required in paragraph 3A above, the Issuer proposes making
changes to the Management Agreement by amending the definition 'Rating Agency' in clause
1.2.42A of the Management Agreement as contemplated in 3.5 above.
3.7 Following receipt of the consent required in paragraph 3A above, the Issuer proposes making
changes to the Standby Administration Agreement by amending the definition 'Rating
Agency' in clause 1.2.38 of the Standby Administration Agreement as contemplated in 3.5
above
3.8 Accordingly, Noteholders are requested to give their consent to the amendment of clause
2.1.106 of the Security Trust Deed, clause 1.2.42A of the Management Agreement and clause
1.2.38 of the Standby Administration Agreement.
4. THIRD CONSENT REQUIRED
4.1 In terms of the restrictions contained in the Security Trust Deed, and repeated in Condition
10.3.7 of the Terms and Conditions contained in the Programme Memorandum, the Issuer may
not participate in any variation, amendment or consensual cancellation of any of the Transaction
Documents (other than the Programme Memorandum and/or the Applicable Pricing
Supplements which may be varied or amended in accordance with the provisions of the
Programme Memorandum and the JSE Debt Listings Requirements), without the prior written
consent of a Special Majority of Funders.
4.2 The Issuer proposes making changes to the Management Agreement by amending the
definition 'Consolidated Bank Account' in clause 1.2.25 by replacing it with the following
definition '
'1.2.25 'Consolidated Bank Account' means the bank account conducted by the
Company and into which the Collections SPV will transfer all collections in
respect of the Loan Claims owing to the Company, the details of which shall
be furnished to the Manager by the Company in writing from time to time,
provided that such bank has a credit rating of not less than F1 (national scale
rating) or equivalent;'
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4.3 The Issuer also proposes making changes to the Standby Administration Agreement by
amending the definition 'Consolidated Bank Account' in clause 1.2.14 as contemplated in 4.2
above.
4.4 Accordingly, Noteholders are requested to give their consent to the amendment of clause 1.2.25
of the Management Agreement and clause 1.2.14 of the Standby Administration Agreement.
5. FOURTH CONSENT REQUIRED
5.1 The Issuer proposes amending clause 20.1.1 of the Security Trust Deed, pursuant to the
provisions of the JSE Debt Listings Requirements, which requires the submission by issuers,
with financial year ends on or after 30 September 2017, of their audited annual financial
statements within 4 (four) months of the end of such financial year end. Accordngly, the Issuer
intends amending clause 20.1.1 of the Security Trust Deed by the insertion of the punctuation
and words ', save in respect of the financial year ending 31 December 2016, the audited annual
financial statements shall be delivered on or before 30 June 2017;', so that clause 20.1.1 reads
as follows '
'20.1.1 copies of the audited annual financial statements of the Company at the same time
that these documents are forwarded to the ordinary shareholders of the Company, but
in any event no later than 4 (four) months after its financial year end in respect of the
annual financial statements, save in respect of the financial year ending 31 December
2016, the audited annual financial statements shall be delivered on or before 30 June
2017;'.
5.2 Accordingly, Noteholders are requested to give their consent to the amendment of clause 20.1.1
of the Security Trust Deed.
6. FIFTH CONSENT REQUIRED
6.1 Following receipt of the consents required above, the Issuer proposes making the same
changes to the Programme Memorandum, where so required.
6.2 Accordingly, Noteholders are requested to give their consent to the amendment of the
Programme Memorandum in the same respects contemplated above.
For: Bayport Securitisation (RF) LTD
March 2017
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Annexure 1
FIRST ADDENDUM TO AMENDED AND RESTATED TRUST DEED (2015)
in respect of
THE BAYPORT SECURITISATION DEBENTURE HOLDERS TRUST
established by
BAYPORT SECURITISATION (RF) LTD
Registration Number 2008/003/55707
(as the Founder)
with
PT & A TRUSTEES (PROPRIETARY) LIMITED
Registration Number 2004/016800/07
(as the first Trustee)
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THE BAYPORT SECURITISATION DEBENTURE HOLDERS TRUST
1. DEFINITIONS
1.1 Unless expressly defined to the contrary herein, words defined in the Amended and Restated
Trust Deed (2015) shall bear the same meaning in this Addendum, and the corresponding
definition shall be deemed to have been incorporated herein by reference. The following words
and expressions shall have the meanings assigned to them '
1.1.1 'Addendum' means this first addendum to the Amended and Restated Trust Deed
(2015);
1.1.2 'Amended and Restated Trust Deed (2015)' means the amended and restated trust
deed executed by and between the Parties on or about 14 July 2016, in terms of which
all amendments to the Second Consolidated Amended Trust Deed were consolidated
and the Second Consolidated Amended Trust further amended in certain respects;
1.1.3 'Effective Date' means ['].
2. AMENDMENT OF THE AMENDED AND RESTATED TRUST DEED (2015)
2.1 The Amended and Restated Trust Deed (2015) is hereby amended as follows -
2.1.1 by the amendment of clause 2.1.106 of the definition 'Rating Agency' by (i) the
insertion of the words and numbers 'Global Credit Rating Company Proprietary Limited,
registration number 95/05001/07, Moody's Investors Service Ltd, registration number
1950192' after the registration number '07114748', (ii) the insertion of the words
'internationally recognised' before the words 'rating agency' in the second line of that
clause; and (iii) by the deletion of the words 'with the prior approval of an Ordinary
Majority of Senior Debt Funders or an Ordinary Resolution of Senior Debt Funders', so
that clause 2.1.106 reads as follows-
'2.1.106 'Rating Agency' means, Standard & Poor's Financial Services LLC,
registration number 07114748, Global Credit Rating Company Proprietary
Limited, registration number 1995/05001/07, Moody's Investors Service
Ltd, registration number 1950192, or any other internationally recognised
rating agency appointed by the Company from time to time, save in
respect of the period prior to 30 September 2013 where it shall continue
to refer to Global Credit Rating Company (Pty) Limited, registration
number 1995/005001/07;';
2.1.2 by the amendment of clause 11.8.2 under the section headed 'Repayment of the Notes
at the instance of the Company' by making the section commencing with the words 'the
Company may redeem all' as clause 11.8.2.1 and inserting a new clause 11.8.2.2 as
follows '
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'11.8.2.2 the Company shall be entitled to redeem any number of any class or
Tranche of Notes on any date prior to the Maturity Date thereof,
without the prior written consent of a Special Majority of Senior Debt
Funders, subject to the Noteholders whose Notes are so redeemed,
subscribing for new Notes with an aggregate Nominal Amount not
being less than the Nominal Amount, and a Maturity Date occurring
not earlier than the Maturity Date, of the Notes so redeemed.',
so that clause 11.8.2 reads as follows '
'11.8.2 Notwithstanding the provisions of clause 11.8.1,-
11.8.2.1 the Company may redeem all (and not only some) of the Notes of a
particular class out of the excess amounts collected from time to
time under the Loan Agreements, provided that (i) all prior ranking
Notes have been settled in full, and (ii) it has given the
corresponding Noteholders not less than 20 (twenty) Business Days
prior written notice of its intention to do so (whereupon the
Company shall be obliged to effect payment to the Noteholders in
question of the amount calculated in accordance with the provisions
of clause 11.6.2);
11.8.2.2 the Company shall be entitled to redeem any number of any class
or Tranche of Notes on any date prior to the Maturity Date thereof,
without the consent of Senior Debt Funders, subject to the
Noteholders whose Notes are so redeemed, subscribing for new
Notes with an aggregate Nominal Amount not being less than the
Nominal Amount, and a Maturity Date occurring not earlier than the
Maturity Date, of the Notes so redeemed.';
2.1.3 by the amendment of clause 20.1.1 by inserting the punctuation and words ', save in
respect of the financial year ending 31 December 2016, the audited annual financial
statements shall be delivered on or before 30 June 2017;' at the end of that clause so
that clause 20.1.1 reads as follows '
'20.1.1 copies of the audited annual financial statements of the Company at
the same time that these documents are forwarded to the ordinary
shareholders of the Company, but in any event no later than 4 (four)
months after its financial year end in respect of the annual financial
statements, save in respect of the financial year ending 31 December
2016, the audited annual financial statements shall be delivered on or
before 30 June 2017;'.
2.2 Save for the amendments in clause 2.1 above, the remaining provisions of the Amended and
Restated Trust Deed (2015) shall continue of full force and effect.
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Annexure 2
FIRST ADDENDUM TO THE CONSOLIDATED AMENDED MANAGEMENT AGREEMENT (2015)
between
BAYPORT FINANCIAL SERVICES 2010 PROPRIETARY LIMITED
Registration Number 2009/018403/07
("the Originator")
and
BAYPORT SECURITISATION (RF) LIMITED
Registration Number 2008/003557/06
("the Company")
1. INTERPRETATION
In this Agreement, unless inconsistent with or otherwise indicated by the context -
1.1 words importing -
1.1.1 any one gender includes the other two genders;
1.1.2 the singular includes the plural and vice versa;
1.1.3 natural persons include created entities (corporate or unincorporated) and vice versa;
1.2 the following terms shall have the meanings assigned to them hereunder and cognate
expressions shall have corresponding meanings, namely -
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1.2.1 "Addendum" means this first addendum to the Consolidated Amended Management
Agreement (2015);
1.2.2 'Consolidated Amended Management Agreement (2015)' means the consolidated
amended management agreement (2015) executed by the Parties on or about ['], in
terms of which the Parties amended the Second Consolidated Amended Management
Agreement in certain respects;
1.2.3 'Effective Date' means [ ];
1.3 any term defined in the Consolidated Amended Management Agreement (2015) shall bear the
same meaning in this Addendum and shall be incorporated herein by reference; and
1.4 a reference to a Party includes that Party's successors and permitted assigns.
2. AMENDMENT OF THE CONSOLIDATED AMENDED MANAGEMENT AGREEMENT (2015)
2.1 The Consolidated Amended Management Agreement (2015) is hereby amended as follows -
2.1.1 by the insertion in clause 1.2.25 of the definition 'Consolidated Bank Account' of the
words 'and into which the Collections SPV will transfer all collections in respect of the
Loan Claims owing to the Company, the details of which shall be furnished to the
Manager by the Issuer in writing from time to time' after the words 'conducted by the
Company' and by the deletion of the rest of the definition so that clause 1.2.25 reads as
follows '
'1.2.25 'Consolidated Bank Account' means the bank account conducted by
the Company and into which the Collections SPV will transfer all
collections in respect of the Loan Claims owing to the Company, the
details of which shall be furnished to the Manager by the Company in
writing from time to time, provided that such bank has a credit rating of
not less than F1 (national scale rating) or equivalent;';
2.1.2 by the amendment of clause 1.2.42A of the definition Rating Agency by (i) the insertion
of the words and numbers 'registration number 07114748, Global Credit Rating
Company Proprietary Limited, registration number 95/05001/07, Moody's Investors
Service Ltd, registration number 1950192' after the reference to 'Standard & Poor's
Financial Services LLC'; (ii) the insertion of the words 'internationally recognised'
before the words 'rating agency' in the second line of that clause; and (iii) by the
deletion of the words 'with the prior approval of an Ordinary Majority of Senior Debt
Funders or an Ordinary Resolution of Senior Debt Funders', so that clause 11.2.57
reads as follows-
'1.2.42A 'Rating Agency' means, Standard & Poor's Financial Services LLC,
registration number 07114748, Global Credit Rating Company Proprietary
Limited, registration number 1995/05001/07, Moody's Investors Service
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Ltd, registration number 1950192, or any other internationally recognised
rating agency appointed by the Company from time to time, save in
respect of the period prior to 30 September 2013 where it shall continue
to refer to Global Credit Rating Company (Pty) Limited, registration
number 1995/005001/07;'.
2.2 Save for the amendments in clause 2.1 above, the remaining provisions of the Consolidated
Amended Management Agreement (2015) shall continue of full force and effect.
Annexure 3
FIRST ADDENDUM TO THE CONSOLIDATED AMENDED STANDBY ADMINISTRATION AGREEMENT
(2015)
between
MBD ACCOUNTS RECEIVABLE MANAGEMENT PROPRIETARY LIMITED
Registration Number 2001/002612/07
('MBD')
and
BAYPORT SECURITISATION (RF) LIMITED
Registration Number 2008/003557/06
('the Company')
and
BAYPORT FINANCIAL SERVICES 2010 PROPRIETARY LIMITED
Registration Number 2009/018403/07
("the Originator")
1. INTERPRETATION
In this Agreement, unless inconsistent with or otherwise indicated by the context:
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1.1 words importing:
1.1.1 any one gender includes the other two genders;
1.1.2 the singular includes the plural and vice versa;
1.1.3 natural persons include created entities (corporate or unincorporated) and vice versa;
1.2 the following terms shall have the meanings assigned to them hereunder and cognate
expressions shall have corresponding meanings, namely:
1.2.1 "Addendum" means this first addendum to the Consolidated Amended Standby
Administration Agreement (2015);
1.2.2 'Consolidated Amended Standby Administration Agreement (2015)' means the
consolidated amended standby administration agreement (2015) executed by the
Parties on or about ['], in terms of which the Parties amended the First Consolidated
Amended Standby Administration Agreement in certain respects;
1.2.3 'Effective Date' means [ ];
1.3 any term defined in the Consolidated Amended Standby Administration Agreement (2015) shall
bear the same meaning in this Addendum and shall be incorporated herein by reference; and
1.4 a reference to a Party includes that Party's successors and permitted assigns.
2. AMENDMENT OF THE CONSOLIDATED AMENDED STANDBY ADMINISTRATION AGREEMENT
(2015)
2.1 The Consolidated Amended Standby Administration Agreement (2015) is hereby amended as
follows -
2.1.1 by the insertion in clause 1.2.14 of the definition 'Consolidated Bank Account' of the
words 'and into which the Collections SPV will transfer all collections in respect of the
Loan Claims owing to the Company' after the words 'conducted by the Company' and
by the deletion of the rest of the definition so that clause 1.2.14 reads as follows '
'1.2.14 'Consolidated Bank Account' means the bank account conducted by
the Company and into which the Collections SPV will transfer all
collections in respect of the Loan Claims owing to the Company;';
2.1.2 by the amendment of clause 1.2.38 of the definition 'Rating Agency' by (i) the insertion
of the words and numbers 'registration number 07114748, Global Credit Rating
Company Proprietary Limited, registration number 95/05001/07, Moody's Investors
Service Ltd, registration number 1950192' after the reference to 'Standard & Poor's
Financial Services LLC'; (ii) the insertion of the words 'internationally recognised'
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before the words 'rating agency' in the second line of that clause; and (iii) by the
deletion of the words 'with the prior approval of an Ordinary Majority of Senior Debt
Funders or an Ordinary Resolution of Senior Debt Funders', so that clause 1.2.38
reads as follows -
'1.2.38 'Rating Agency' means, Standard & Poor's Financial Services LLC,
registration number 07114748, Global Credit Rating Company Proprietary
Limited, registration number 1995/05001/07, Moody's Investors Service
Ltd, registration number 1950192, or any other internationally recognised
rating agency appointed by the Company from time to time, save in
respect of the period prior to 30 September 2013 where it shall continue
to refer to Global Credit Rating Company (Pty) Limited, registration
number 1995/005001/07;'.
2.2 Save for the amendment in clause 2.1 above, the remaining provisions of the Consolidated
Amended Standby Administration Agreement (2015) shall continue of full force and effect.
Debt Sponsor
The Standard Bank of South Africa Limited
Date: 10/03/2017 04:48:00 Supplied by www.sharenet.co.za
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