EXHIBIT 10.3
CESSION IN SECURITY
By
PYRAMID FREIGHT (PROPRIETARY) LIMITED, SOUTH AFRICA BRANCH
in favour of
THE SOUTH AFRICAN FINANCE PARTIES UNDER A FACILITIES AGREEMENT
(DENEYS | ▇▇▇▇▇ LOGO)
ATTORNEYS
TABLE OF CONTENTS
1. PARTIES.............................................................. 1
2. DEFINITIONS AND INTERPRETATION....................................... 1
3. INTRODUCTION......................................................... 6
4. SOUTH AFRICAN FACILITY AGENT......................................... 7
5. CESSION AND PLEDGE................................................... 7
6. WARRANTIES AND REPRESENTATIONS IN RESPECT OF THE RIGHTS
AND INTERESTS........................................................ 7
7. REALISATION.......................................................... 9
8. APPROPRIATION OF PROCEEDS............................................ 12
9. DELIVERY OF DOCUMENTS EVIDENCING RIGHTS AND INTERESTS AND SECURITY
AND OTHER OBLIGATIONS OF THE CEDENT ................................. 12
10. DURATION............................................................. 13
11. ADDITIONAL SECURITY.................................................. 13
12. CEDENT BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES................... 13
13. FURTHER CESSIONS..................................................... 14
14. RIGHTS AND INTERESTS TO BE KEPT FREE OF ENCUMBRANCES................. 14
15. EXEMPTION FROM LIABILITY............................................. 14
16. KEEPING, INSPECTION AND DELIVERY OF RECORDS.......................... 15
17. CERTIFICATE OF INDEBTEDNESS.......................................... 15
18. RENUNCIATION OF BENEFITS............................................. 16
19. CESSION BY THE SOUTH AFRICAN FINANCE PARTIES......................... 16
20. EFFECT OF SECURITY CESSION........................................... 16
21. NOTICES AND DOMICILIA................................................ 17
22. GOVERNING LAW........................................................ 18
Page 2.
23. JURISDICTION......................................................... 18
24. SEVERABILITY......................................................... 18
25. GENERAL.............................................................. 19
26. COSTS................................................................ 20
27. COUNTERPARTS......................................................... 20
CESSION IN SECURITY
1. PARTIES
1.1 The Parties to this Agreement are:
1.1.1 PYRAMID FREIGHT (PROPRIETARY) LIMITED, SOUTH AFRICA BRANCH; and
1.1.2 THE SOUTH AFRICAN FINANCE PARTIES UNDER A FACILITIES AGREEMENT.
1.2 The Parties agree as set out below.
2. DEFINITIONS AND INTERPRETATION
2.1 The headings to the clauses of this Agreement are for reference purposes
only and shall in no way govern or affect the interpretation of nor modify
nor amplify the terms of this Agreement nor any clause hereof.
2.2 Terms used (but not defined) in this Agreement have the meaning given to
them in the Facilities Agreement. In addition, unless the context dictates
otherwise, the words and expressions set forth below shall bear the
following meanings and cognate expressions shall bear corresponding
meanings:
2.2.1 "AGREEMENT" means this Cession in Security;
2.2.2 "BORROWER" means each of the Borrowers under the Loan Agreements;
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2.2.3 "BUSINESS DAY" means any day other than a Saturday, Sunday or official
public holiday in South Africa;
2.2.4 "CEDENT" means Pyramid Freight (Proprietary) Limited, South African Branch
(Registration No. 1987/003687/10), a company duly incorporated as an
external company in accordance with the laws of South Africa;
2.2.5 "DOCUMENTS OF TITLE" means the documents of title referred to in clause 9
below;
2.2.6 "EFFECTIVE DATE" means the date of signature of the Facilities Agreement
by all the parties thereto;
2.2.7 "FACILITIES AGREEMENT" means the written agreement entitled "Agreement"
concluded or to be concluded between inter alia ABN Amro Bank N.V., LaSalle
Bank National Association, UTi Worldwide Inc., the Cedent, the South
African Facility Agent and certain Obligors (as defined therein) on or
about the Signature Date;
2.2.8 "LOAN AGREEMENTS" means the Loan Agreements listed in Schedule 1;
2.2.9 "PARTIES" means the Cedent and the South African Facility Agent and
"PARTY" shall, as the context requires, be a reference to either one of
them;
2.2.10 "RIGHTS AND INTERESTS" means all of the Cedent's right, title and
interest in, under and to the Loan Agreements;
2.2.11 "SECURED OBLIGATIONS" means any obligations or indebtedness (actual or
contingent) from whatsoever cause and howsoever arising which the
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Cedent may now or at any time hereafter owe or have towards the South
African Finance Parties under the Finance Documents;
2.2.12 "SECURITY CESSION" means the cession in securitatem debiti granted by the
Cedent in favour of the South African Finance Parties pursuant to this
Agreement;
2.2.13 "SIGNATURE DATE" means the date of the signature of the Party last
signing this Agreement in time;
2.2.14 "SOUTH AFRICAN FACILITY AGENT" means Nedbank Limited (Registration No.
1951/000009/06) (acting through its Nedbank Capital Division), in its
capacity as South African Facility Agent for and on behalf of the South
African Finance Parties.
2.3 Any reference in this Agreement to:
2.3.1 a "CLAUSE" shall, subject to any contrary indication, be construed as a
reference to a clause hereof;
2.3.2 "LAW" shall be construed as any law (including common or customary law),
or statute, constitution, decree, judgment, treaty, regulation, directive,
by-law, order or any other legislative measure of any government,
supranational, local government, statutory or regulatory body or court.
2.4 Unless inconsistent with the context or save where the contrary is
expressly indicated:
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2.4.1 if any provision in a definition is a substantive provision conferring
rights or imposing obligations on any Party, notwithstanding that it
appears only in this interpretation clause, effect shall be given to it as
if it were a substantive provision of this Agreement;
2.4.2 when any number of days is prescribed in this Agreement, same shall be
reckoned exclusively of the first and inclusively of the last day unless
the last day falls on a day which is not a Business Day, in which case the
last day shall be the next succeeding Business Day;
2.4.3 in the event that the day for payment of any amount due in terms of this
Agreement should fall on a day which is not a Business Day, the relevant
day for payment shall be the preceding Business Day;
2.4.4 in the event that the day for performance of any obligation to be
performed in terms of this Agreement should fall on a day which is not a
Business Day, the relevant day for performance shall be the subsequent
Business Day;
2.4.5 any reference in this Agreement to an enactment is to that enactment as at
the Signature Date and as amended or re-enacted from time to time;
2.4.6 any reference in this Agreement to this Agreement or any other agreement
or document shall be construed as a reference to this Agreement or, as the
case may be, such other agreement or document as same may have been, or may
from time to time be, amended, varied novated or supplemented;
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2.4.7 unless otherwise explicitly stated, no provision of this Agreement
constitutes a stipulation for the benefit of any person who is not a Party
to this Agreement;
2.4.8 references to day/s, month/s or year/s shall be construed as Gregorian
calendar day/s, month/s or year/s;
2.4.9 a reference to a Party includes that Party's successors-in-title and
permitted assigns.
2.5 Unless inconsistent with the context, an expression which denotes:
2.5.1 any one gender includes the other genders;
2.5.2 a natural person includes an artificial person and vice versa; and
2.5.3 the singular includes the plural and vice versa.
2.6 Where any term is defined within the context of any particular clause in
this Agreement, the term so defined, unless it is clear from the clause in
question that the term so defined has limited application to the relevant
clause, shall bear the same meaning as ascribed to it for all purposes in
terms of this Agreement, notwithstanding that that term has not been
defined in this interpretation clause.
2.7 The rule of construction that, in the event of ambiguity, the contract
shall be interpreted against the Party responsible for the drafting
thereof, shall not apply in the interpretation of this Agreement.
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2.8 The expiration or termination of this Agreement shall not affect such of
the provisions of this Agreement as expressly provide that they will
operate after any such expiration or termination or which of necessity must
continue to have effect after such expiration or termination,
notwithstanding that the clauses themselves do not expressly provide for
this.
2.9 This Agreement shall be binding on and enforceable by the estates, heirs,
executors, administrators, trustees, permitted assigns or liquidators of
the Parties as fully and effectually as if they had signed this Agreement
in the first instance and reference to any Party shall be deemed to include
such Party's estate, heirs, executors, administrators, trustees, permitted
assigns or liquidators, as the case may be.
2.10 The use of any expression in this Agreement covering a process available
under South African law such as winding-up (without limitation eiusdem
generis) shall, if any of the Parties to this Agreement is subject to the
law of any other jurisdiction, be construed as including any equivalent or
analogous proceedings under the law of such other jurisdiction.
2.11 Where figures are referred to in numerals and in words, if there is any
conflict between the two, the words shall prevail.
3. INTRODUCTION
3.1 The Cedent has entered into the Facilities Agreement with inter alia the
South African Finance Parties.
3.2 As security for the due performance of its obligations to the South African
Finance Parties under the Facilities Agreement, the Cedent has agreed to
cede in
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securitatem debiti to the South African Finance Parties jointly and
severally all of the Rights and Interests.
4. SOUTH AFRICAN FACILITY AGENT
The South African Finance Parties have appointed the South African Facility
Agent to act on their behalf for the purpose of all acts incidental to this
Agreement, including, without limitation, the acceptance of the benefits of
the Security Cession.
5. CESSION AND PLEDGE
With effect from the Effective Date, the Cedent hereby cedes in securitatem
debiti to the South African Finance Parties jointly and severally the
Rights and Interests as security for the due, proper and timeous payment
and performance in full of all of the Secured Obligations, on the terms and
conditions set out in this Agreement, which cession the South African
Finance Parties hereby accept.
6. WARRANTIES AND REPRESENTATIONS IN RESPECT OF THE RIGHTS AND INTERESTS
6.1 The Cedent represents and warrants to the South African Finance Parties, on
each day that this Agreement is in force, that the Rights and Interests
ceded to the South African Finance Parties under this Agreement have not
been pledged, ceded (either outright or as security), discounted, factored,
mortgaged under notarial bond or otherwise, or otherwise disposed of or
hypothecated, nor are they subject to any other rights in favour of any
person.
6.2 Should the Rights and Interests be subject to any right in breach of the
representation and warranty in 6.1, then, without prejudice to any other
rights
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that the South African Finance Parties may have, any reversionary or other
interests the Cedent may have in the Rights and Interests are also ceded to
the South African Finance Parties and if the holder of that cession or
right is entitled to possession of any of the documents referred to in
clause 9 below, and it exercises that right, then the Cedent shall deliver
photocopies of the documents to the South African Facility Agent, and as
soon as the holder of that cession or right ceases to be entitled to
possession or gives up possession, the Cedent shall deliver the relevant
documents to the South African Facility Agent.
6.3 The Cedent represents and warrants on each day that this Agreement is in
force that:
6.3.1 the Rights and Interests are and will be valid and all rights evidenced
thereby or construed in respect thereof are and will be valid, legal and
fully enforceable in all respects;
6.3.2 it is and will remain the sole and beneficial owner of all the Rights and
Interests to the exclusion of all others.
6.4 It is recorded that the South African Finance Parties have entered into
this Agreement on the strength of and relying on the warranties and
representations in this clause 6 and in clause 22 (Representations) of the
Facilities Agreement, each of which shall be deemed to be separate
warranties and representations, given without prejudice to any other
warranty or representation, and deemed to be material representations
inducing the South African Finance Parties to enter into this Agreement.
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7. REALISATION
7.1 On the occurrence of an Event of Default, the Cedent hereby irrevocably and
unconditionally authorises and empowers the South African Facility Agent in
rem suam and without any further authority or consent required from the
Cedent, to:
7.1.1 exercise all the rights, powers and privileges attaching to the Rights and
Interests;
7.1.2 receive payment, delivery and/or performance of the Rights and Interests
in their own name;
7.1.3 sell or purchase or otherwise realise or transfer all or some of the
Rights and Interests on such terms and in such manner as the South African
Finance Parties may in their sole discretion decide;
7.1.4 institute any legal proceedings which the South African Finance Parties
may deem necessary in connection with any sale, purchase or other transfer
of any of the Rights and Interests by the South African Finance Parties or
their nominee;
7.1.5 compromise any Right and Interest, grant any extension or other indulgence
in respect of any such Right and Interest, or agree to vary the terms of
any such Right and Interest, or realise any security or suretyship held for
any such Right and Interest.
7.2 The Parties acknowledge and agree that:
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7.2.1 the Secured Obligations are obligations of a commercial nature;
7.2.2 the application of the provisions of clause 7.1 will confer upon the South
African Finance Parties certain procedural advantages which, in the light
of the commercial nature of the transaction secured by the cession are
fair, reasonable and necessary to ensure that the South African Finance
Parties do not suffer unfair commercial prejudice.
7.3 The provisions of this clause 7.1 are without prejudice to all other rights
and remedies which the South African Finance Parties may have at law and
shall be severable and divisible from the other terms and conditions of
this Agreement if same are found to be invalid or unenforceable. In this
regard the Parties record that they would have concluded a cession and
pledge on all the other terms of this Agreement even if the ▇▇▇▇▇▇ executie
terms included herein were not agreed upon and accordingly even if the
▇▇▇▇▇▇ executie terms are found to be invalid or unenforceable, the
remaining provisions of this Agreement are intended to remain of full force
and effect.
7.4 On the South African Finance Parties taking any action in terms of clause
7.1 or otherwise as required by the South African Finance Parties, the
Cedent shall on demand by the South African Facility Agent:
7.4.1 in writing notify all persons required by the South African Finance
Parties that payment for, delivery of or performance in respect of the
Rights and Interests must be made to the South African Facility Agent and
that payment, delivery or performance to the Cedent or to anyone else will
not constitute valid payment, delivery or performance, and the South
African Facility Agent shall be entitled to do likewise. The Cedent shall
on
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demand by the South African Facility Agent provide proof that such written
notification has been duly given;
7.4.2 refuse to accept any payment, delivery or performance tendered in respect
of any of the Rights and Interests and order that such payment, delivery or
performance be tendered through the South African Facility Agent;
7.4.3 without charge, permit the South African Facility Agent or anyone
nominated by the South African Facility Agent to have access to and to work
at the Cedent's premises and to use the Cedent's facilities and personnel
for the purposes of enforcing the South African Finance Parties's rights
under this Agreement;
7.4.4 if the Cedent fails to promptly fulfil the Secured Obligations, the South
African Finance Parties may cause such obligations to be fulfilled and
recover on demand from the Cedent any expenses incurred by the South
African Finance Parties together with a reasonable charge;
7.4.5 at its own cost, carry out any directions the South African Finance
Parties may give in regard to the realisation of the Rights and Interests
and sign any document or do any other act necessary to vest the Rights and
Interests in the South African Finance Parties or otherwise necessary to
perfect the cession and pledge contemplated in this Agreement.
7.5 Any amount realised by the South African Finance Parties, on the
realisation of the Rights and Interests in terms of this clause 7, which is
in excess of the amount owing by the Cedent to the South African Finance
Parties in respect of the Secured Obligations, shall be repayable to the
Cedent within 15 (fifteen)
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Business Days after the complete, unconditional and irrevocable fulfilment
of all the Secured Obligations.
8. APPROPRIATION OF PROCEEDS
The South African Finance Parties may appropriate all amounts received
pursuant to the collection, sale or other realisation of the Rights and
Interests as the South African Finance Parties in their sole discretion see
fit.
9. DELIVERY OF DOCUMENTS EVIDENCING RIGHTS AND INTERESTS AND SECURITY AND
OTHER OBLIGATIONS OF THE CEDENT
9.1 On the Signature Date, the Cedent shall deliver to the South African
Facility Agent a written notice and acknowledgement substantially in the
form of Schedule 2 hereto notifying each Borrower of the Security Cession
and signed by such Borrower to acknowledge and consent to the Security
Cession.
9.2 When the Rights and Interests are evidenced by a document or when the
Cedent holds security for any obligation in respect of the Rights and
Interests and the security is evidenced by a document, physical object or
electronic format, the Cedent shall immediately deliver a certified copy of
that document, physical object or electronic format to the South African
Facility Agent.
9.3 The Cedent shall generally do everything that may be required by the South
African Finance Parties for the purposes of and to give effect to this
Agreement, failing which the South African Finance Parties may, if
possible, attend thereto and recover on demand from the Cedent any expenses
incurred as well as a reasonable charge.
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10. DURATION
This Agreement is a continuing covering security and will terminate only
upon the unconditional and irrevocable fulfilment of all the Secured
Obligations. In particular, this Agreement shall not terminate by reason
solely of the fact that there may at any time be no or reduced obligations
or debts owing by the Cedent to the South African Finance Parties.
11. ADDITIONAL SECURITY
This Agreement is in addition to and not in substitution for any other
security held or hereafter to be held by the South African Finance Parties
from the Cedent or any third party in connection with the Facilities
Agreement or otherwise, and the South African Finance Parties shall,
without prejudice to their rights hereunder, be entitled to release any
such additional security held by them.
12. CEDENT BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES
12.1 The Cedent agrees that on signature hereof it will be bound in terms of
this Agreement to the full extent thereof, despite the fact that:
12.1.1 any intended additional security from the Cedent for the debts secured by
this Agreement may not be obtained or protected or may be released or may
cease to be held for any other reason;
12.1.2 the South African Finance Parties and the Cedent may agree a variation or
novation of the Facilities Agreement;
12.1.3 the South African Finance Parties may grant any indulgences to the
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Cedent or may not exercise any one or more of its rights hereunder or under
the Facilities Agreement either timeously or at all; and
12.1.4 any other fact or circumstance may arise (including any act or omission
by the South African Finance Parties) on which the Cedent might otherwise
be able to rely on a defence based on prejudice, waiver or estoppel.
12.2 If the Cedent suffers any loss arising from any of the facts,
circumstances, acts or omissions referred to above, the Cedent will have no
claim against the South African Finance Parties in respect thereof.
13. FURTHER CESSIONS
The Cedent shall not grant any further cessions, pledges, mortgages,
hypothecation, disposals or any other form of security or encumbrance in
respect of its Rights and Interests.
14. RIGHTS AND INTERESTS TO BE KEPT FREE OF ENCUMBRANCES
The Cedent shall at all times keep the Rights and Interests free of
judicial attachments, notarial bonds and other encumbrances, and shall not
prejudice, compromise, grant any indulgences or agree to vary the terms of
any document creating the Rights and Interests or release any security held
in respect of the Rights and Interests without the prior written consent of
the South African Finance Parties.
15. EXEMPTION FROM LIABILITY
The South African Finance Parties and their officers, trustees, agents,
beneficiaries, employees and advisors shall not be liable for any loss or
damage, whether direct,
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indirect, consequential or otherwise, suffered by the Cedent arising from
any cause in connection with this Agreement, whether the loss or damage
results from breach of contract (whether total, fundamental or otherwise),
delict, negligence or any other cause and whether this Agreement has been
terminated or not, other than as a result of the South African Finance
Parties's gross negligence or wilful misconduct.
16. KEEPING, INSPECTION AND DELIVERY OF RECORDS
16.1 The Cedent shall at all times keep up-to-date records of its Rights and
Interests ceded as security to the South African Finance Parties and shall
comply with any reasonable directions the South African Facility Agent may
give in regard to the keeping of those records.
16.2 The South African Facility Agent or anyone authorised by the South African
Facility Agent may at any time and on reasonable notice inspect any of the
Cedent's books of account and other records, including books of account and
records in the possession of a third party.
16.3 If the South African Facility Agent at any time so requests, the Cedent
shall at its own cost deliver to the South African Facility Agent certified
copies (at the South African Finance Parties' option) of any of the books
and records.
17. CERTIFICATE OF INDEBTEDNESS
A certificate signed by any officer of the South African Facility Agent
whose authority or appointment need not be proved, reflecting:
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17.1 the amount owing by the Cedent to the South African Finance Parties in
respect of the Secured Obligations and the due date for payment of such
amounts; and/or
17.2 the amount(s) realised by the realisation or sale of all or any of the
Cedent's Rights and Interests and the date(s) of realisation thereof;
will be prima facie evidence of the contents thereof.
18. RENUNCIATION OF BENEFITS
The Cedent hereby renounces the legal benefits and exceptions of excussion,
division, non numeratae pecuniae, non causa debiti, revision of accounts
and errore calculi, the Cedent declaring itself to be fully acquainted with
the full meaning and effect of this renunciation.
19. CESSION BY THE SOUTH AFRICAN FINANCE PARTIES
The South African Finance Parties shall be entitled to cede, transfer or
assign all or any part of its rights and/or delegate all or any part of its
obligations under this Agreement to any third party in accordance with the
provisions of the Facilities Agreement without the consent of the Cedent.
To the extent that any splitting of claims may arise against the Cedent as
a consequence of any such cession transfer, assignment and/or delegation,
the Cedent hereby consents to such splitting of claims.
20. EFFECT OF SECURITY CESSION
20.1 It is specifically recorded and agreed that the Security Cession as set out
herein is intended to secure the entire indebtedness of the Cedent to the
South African
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Finance Parties jointly and severally arising from whatsoever cause and
howsoever arising, including interest and/or fees and costs payable arising
in respect thereof, on the basis that any of the South African Finance
Parties shall, subject to the terms of the Facilities Agreement, be
entitled to exercise its rights in terms of this Security Cession
independently of any other South African Finance Party, and without
recourse to any other South African Finance Party, in satisfaction of the
claims of such South African Finance Party against the Cedent arising as
set out in this Agreement. This Security Cession therefore secures the
indebtedness of the Cedent to each of the South African Finance Parties
independently and for 100% (one hundred percent) thereof.
20.2 The provisions of this Agreement which confer benefits upon the South
African Finance Parties shall constitute stipulations for the benefit of
any person(s) becoming a South African Finance Party in accordance with the
provisions of the Facilities Agreement, capable of acceptance at any time.
To the extent that this results in a splitting of claims against the
Cedent, the Cedent hereby consents to such splitting of claims.
21. NOTICES AND DOMICILIA
21.1 NOTICES
The provisions of clause 40 (Notices) of the Facilities Agreement shall
apply mutatis mutandis to this Agreement.
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21.2 DOMICILIA
21.2.1 Each of the Parties chooses its physical address chosen pursuant to
clause 21.1 as its domicilium citandi et executandi at which documents in
legal proceedings in connection with this Agreement may be served.
21.2.2 Either Party may by written notice to the other Party change its
domicilium from time to time to another address, not being a post office
box or a poste restante; provided that any such change shall only be
effective on the fourteenth day after receipt or deemed receipt of the
notice by the other Party pursuant to clause 21.1, as the case may be.
22. GOVERNING LAW
The entire provisions of this Agreement shall be governed by and construed
in accordance with the laws of South Africa.
23. JURISDICTION
The Parties hereby irrevocably and unconditionally consent to the
non-exclusive jurisdiction of the Witwatersrand Local Division of the High
Court of South Africa (or any successor to that division) in regard to all
matters arising from this Agreement.
24. SEVERABILITY
Each provision in this Agreement is severable from all others,
notwithstanding the manner in which they may be linked together or grouped
grammatically, and if in terms of any judgment or order, any provision,
phrase, sentence, paragraph or clause is found to be defective or
unenforceable for any reason, the remaining provisions,
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phrases, sentences, paragraphs and clauses shall nevertheless continue to
be of full force. In particular, and without limiting the generality of the
aforegoing, the Parties hereto acknowledge their intention to continue to
be bound by this Agreement notwithstanding that any provision may be found
to be unenforceable or void or voidable, in which event the provision
concerned shall be severed from the other provisions, each of which shall
continue to be of full force.
25. GENERAL
25.1 This Agreement and the Facilities Agreement constitute the sole record of
the agreement between the Parties in regard to the subject matter thereof.
25.2 This Agreement is a Finance Document.
25.3 No Party shall be bound by any express or implied term, representation,
warranty, promise or the like, not recorded herein.
25.4 No addition to, variation or consensual cancellation of this Agreement and
no extension of time, waiver or relaxation or suspension of any of the
provisions or terms of this Agreement shall be of any force or effect
unless in writing and signed by or on behalf of all the Parties.
25.5 No latitude, extension of time or other indulgence which may be given or
allowed by any Party to any other Party in respect of the performance of
any obligation hereunder or enforcement of any right arising from this
Agreement and no single or partial exercise of any right by any Party shall
under any circumstances be construed to be an implied consent by such Party
or operate as a waiver or a novation of, or otherwise affect any of that
Party's rights in terms of or arising from this Agreement or estop such
Party from enforcing, at any
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time and without notice, strict and punctual compliance with each and every
provision or term hereof.
25.6 The Parties undertake at all times to do all such things, to perform all
such acts and to take all such steps and to procure the doing of all such
things, the performance of all such actions and the taking of all such
steps as may be open to them and necessary for or incidental to the putting
into effect or maintenance of the terms, conditions and import of this
Agreement.
25.7 Save as is specifically provided in this Agreement, no Party shall be
entitled to cede or delegate any of its rights or obligations under this
Agreement without the prior written consent of the other Parties affected
by such transfer of rights or obligations, which consent may not
unreasonably be withheld or delayed.
26. COSTS
All costs relating to this Agreement and to the enforcement by the Parties
of their rights hereunder shall be paid in accordance with the provisions
of the Facilities Agreement.
27. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original of the Party or Parties executing the
same and all of which together will be deemed to constitute one and the
same agreement.
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SIGNED at __________________ on this the 13th day of July 2006.
For and on behalf of
PYRAMID FREIGHT (PROPRIETARY) LIMITED,
SOUTH AFRICA BRANCH
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Capacity: Authorized Signatory
Who warrants his authority hereto
We, the undersigned NEDBANK LIMITED, in our capacity as South African Facility
Agent on behalf of the South African Finance Parties, hereby accept the benefits
of this Agreement on behalf of the South African Finance Parties.
SIGNED at __________________ on this the 13th day of July 2006.
For and on behalf of
NEDBANK LIMITED (AS SOUTH AFRICAN
FACILITY AGENT)
/s/ ▇.▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇.▇. ▇▇▇▇▇▇
Capacity: Authorized Signatory
Who warrants his authority hereto
