To: POWERFLEET, INC
123 Tice Boulevard
Woodcliff Lake, NJ 07677
United States of America
Email Address: stowe@powerfleet.com
For the attention of: Chief Executive Officer
27 May 2025
Dear Sirs,
USD85,000,000 TERM LOAN FACILITY AGREEMENT
DATED 7 MARCH, 2024
(the Facility Agreement)
SECOND AMENDMENT LETTER AGREEMENT
1.Background
1.1.The Parties previously entered into the Facility Agreement and an amendment letter dated 9 May 2025 (First Amendment Letter).
1.2.This second amendment letter agreement (the Letter) is supplemental to and amends the Facility Agreement and First Amendment Letter.
2.Interpretation
2.1.In this Letter
2.1.1.capitalised terms defined in the Facility Agreement have the same meaning when used in this Letter unless expressly defined in this Letter.
2.1.2.Effective Date means 27 May 2025.
3.Amendments
3.1.The Facility Agreement will be amended from the Effective Date by:
3.1.1.Deleting clause 21.1.1 in its entirety and replacing it with the following new clause 21.1.1:
“21.1.1 Covenant Group Net Leverage Ratio
The Company shall ensure that the Covenant Group Net Leverage Ratio on each Measurement Date set out in column 1 of the table below is less than the ratio set out in column 2 of the table below opposite that date:
1 Merchant Place PO Box 786273 Switchboard +27 11 282 8000
Cnr Fredman Dr and Rivonia Rd Sandton 2146 Website rmb.co.za
Sandton 2196 South Africa
| | | | | |
Measurement Date [Column 1] |
Ratio [Column 2] |
31 March, 2025 |
4.25 : 1 |
30 June, 2025 |
4.25 : 1 |
30 September 2025 |
4.00 : 1 |
31 December 2025 |
3.50 : 1 |
31 March 2026 |
3.00 : 1 |
For each Measurement Date from, and including, 30 June 2026 to, but excluding 31 March, 2027 |
2.75 : 1 |
For each Measurement Date from, and including, 31 March 2027 |
2.50 : 1 |
4.Miscellaneous and Recordal
4.1.This letter is a Finance Document under and as defined in the Facility Agreement.
4.2.From the Effective Date, the Facility Agreement and this letter shall be read and construed as one document.
4.3.Except as otherwise provided in this letter, the Facility Agreement remains in full force and effect.
4.4.This Letter is governed by the laws of England.
Kindly confirm your agreement to the terms of this Letter, by signing where indicated below.
SIGNATURE PAGE
THE ORIGINAL LENDER
/s/ Blessings Magagane /s/ Londa Sithole
| | | | | | | | | | | | | | |
For and on behalf of: FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) |
| FOR AND ON BEHALF OF: FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) |
Name: | Blessings Magagane |
| Name: | Londa Sithole |
Office: | Transactor |
| Office: | Transactor |
| (who warrants his authority) |
|
| (who warrants his authority) |
SIGNATURE PAGE
ARRANGER
/s/ Blessings Magagane /s/ Londa Sithole
| | | | | | | | | | | | | | |
For and on behalf of: FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) |
| For and on behalf of: FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) |
Name: | Blessings Magagane |
| Name: | Londa Sithole |
Office: | Transactor |
| Office: | Transactor |
| (who warrants his authority) |
|
| (who warrants his authority) |
SIGNATURE PAGE
THE COMPANY
/s/ David Wilson
| | | | | | | | |
For and on behalf of: POWERFLEET, INC |
|
Name: | David Wilson |
|
Office: | CFO |
|
| (who warrants his authority) |
|
SIGNATURE PAGE
THE ORIGINAL BORROWER
/s/ David Wilson
| | | | | | | | |
For and on behalf of: POWERFLEET, INC |
|
Name: | David Wilson |
|
Office: | CFO |
|
| (who warrants his authority) |
|
SIGNATURE PAGE
THE ORIGINAL GUARANTOR
/s/ David Wilson
| | | | | | | | |
For and on behalf of: POWERFLEET, INC |
|
Name: | David Wilson |
|
Office: | CFO |
|
| (who warrants his authority) |
|
SIGNATURE PAGE
THE ORIGINAL GUARANTOR
/s/ David Wilson
| | | | | | | | |
For and on behalf of: I.D. SYSTEMS, INC |
|
Name: | David Wilson |
|
Office: | CFO |
|
| (who warrants his authority) |
|
SIGNATURE PAGE
THE ORIGINAL GUARANTOR
/s/ David Wilson
| | | | | | | | |
For and on behalf of: MOVINGDOTS GMBH |
|
Name: | David Wilson |
|
Office: | CFO |
|
| (who warrants his authority) |
|
SIGNATURE PAGE
THE ADDITIONAL GUARANTOR
/s/ David Wilson
| | | | | | | | |
For and on behalf of: MAINSTREET 2000 (PTY) LIMITED |
|
Name: | David Wilson |
|
Office: | CFO |
|
| (who warrants his authority) |
|
