EXhibit
10.1.2


 


Australia
Acquisition Corp.


Level 9 Podium, 530 Collins Street


Melbourne VIC 3000 Australia


 


August 14, 2012


 


Continental Stock Transfer & Trust Company,


as Trustee under the Investment Management Trust Agreement


17 Battery Place


New York, New York 10004


 


Re. Indemnification


 


Ladies and Gentlemen:


 


In connection with that certain Amendment
dated as of the date hereof (the “Amendment”) to the Investment Management Trust Agreement dated as of November
15, 2010 (as amended by the Amendment, the “Trust Agreement”) by and between Continental Stock Transfer &
Trust Company (the “Trustee”) and Australia Acquisition Corp. (the “Company”):


 


1.            Indemnification.


 


a.           Indemnity.
Commencing on the closing date (the “Closing Date”) of the transactions contemplated by that certain Stock Purchase
Agreement dated as of July 11, 2012 as it may be amended, restated, supplemented or otherwise modified from time to time, by and
among Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., and Credit Distressed
Blue Line Master Fund, Ltd., and the Company (as amended, restated, supplemented or otherwise modified from time to time, the “Harbinger
Transaction”), the Company hereby agrees and covenants to hold the Trustee harmless and indemnify the Trustee from and
against any and all reasonable out-of-pocket expenses (including reasonable out-of-pocket counsel fees and disbursements) or losses
(except for losses arising from the Trustee’s gross negligence, fraud, bad faith or willful misconduct) actually incurred
by the Trustee in connection with any action taken by the Trustee under the Amendment or any claim or threatened claim (any of
the foregoing, a “Claim”) or any action, suit or other proceeding (any of the foregoing, a “Proceeding”)
brought against the Trustee and involving or in any way arising out of or relating to the Amendment. IN NO EVENT SHALL EITHER PARTY
HERETO BE LIABLE TO THE OTHER PARTY HEREUNDER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING WITHOUT
LIMITATION LOST PROFITS OR REVENUES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; provided,
HOWEVER, that THE COMPANY SHALL BE LIABLE to the trustee FOR ANY CONSEQUENTIAL DAMAGES SOUGHT BY AND GRANTED TO THIRD
PARTY PLAINTIFFS OR CLAIMANTS BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR IN CONNECTION WITH A CLAIM OR PROCEEDING THAT
IS COVERED BY THE INDEMNIFICATION PROVISIONS DESCRIBED HEREIN.


 



    	 



    	 



    

 


b.           Notices
of Indemnified Claims. Commencing on the Closing Date of the Harbinger Transaction, and promptly after the receipt by the Trustee
of notice of demand or Claim or the commencement of any Proceeding, in each case pursuant to which the Trustee intends to seek
indemnification under this letter agreement, it shall notify the Company in writing of such demand, Claim or other Proceeding (each
of the foregoing hereinafter referred to as an “Indemnified Claim”). In so notifying the Company, the Trustee
shall set forth (i) the aggregate amount of the damages or an estimate thereof, in each case to the extent known or determinable
at such time, (ii) reasonable detail of the individual items of such damages included in the amount so stated, (iii) the date each
such item was paid or properly accrued or arose and (iv) the nature of the Indemnified Claim to which such item is related. Notwithstanding
the foregoing, no delay or deficiency on the part of an Trustee in so notifying the Company will relieve the Company of any liability
or obligation under this letter agreement, except to the extent such failure shall have adversely prejudiced the Company.


 


c.           Counsel
for the Trustee. In connection with Indemnified Claims, the Trustee shall have the right to select one counsel of its choosing,
with such counsel to be have relevant experience in corporate law and reputable and nationally recognized in the United States
of America or regionally recognized in New York City, subject to the receipt of the consent of the Company with respect to the
Trustee’s proposed selection of such counsel (such consent not to be unreasonably withheld).


 


d.           Control
of Defense. Except as otherwise provided herein, the Trustee shall have the right to conduct and manage the defense against
Indemnified Claims. Notwithstanding the foregoing, the Company shall have the right to take over the control of the defense against
any Indemnified Claim where the Trustee has failed or is failing to defend in good faith such Indemnified Claim. As to any Indemnified
Claim for which the Trustee controls the defense, (i) the Company, by counsel or other representative of its own choosing and at
its sole cost and expense, shall always have the right to consult with the Trustee and its counsel or other representatives concerning
such Indemnified Claim, (ii) the Company and the Trustee and their respective counsel or other representatives shall cooperate
with respect to any such Indemnified Claim (subject to the execution and delivery of a mutually satisfactory joint defense agreement),
and (iii) the Trustee shall use its commercially reasonable efforts to defend against any such Indemnified Claim, including incurring
only such reasonable out-of-pocket expenses in connection with such defense as it would incur in the ordinary course of its own
business without taking into account its indemnification rights hereunder, and the Trustee’s legal expenses as to any such
Indemnified Claim shall in no event be proportionately greater than the Company’s own legal expenses incurred in connection
with such Indemnified Claim.


 


e.           Compromise
of Claims. The Trustee shall not compromise or settle any Indemnified Claim without the prior written consent of the Company
(such consent not to be unreasonably withheld). If the Company undertakes defense of any Claim or Proceeding as described in Section
1(d) above, the Company shall not, without the written consent of the Trustee (such consent not to be unreasonably withheld, conditioned
or delayed), (i) settle or compromise any Claim or Proceeding or (ii) consent to the entry of any judgment that does not include
as a term thereof the giving by the claiming party or the plaintiff to the Trustee of a release from all liability in respect of
such Indemnified Claim (and no such settlement may include any admission or statement suggesting any wrongdoing or liability on
behalf of the Trustee or impose liability on the part of the Trustee for which the Trustee is not entitled to indemnification hereunder).


 



    	 



    	 



    

 


3.            Representation.
The Company represents and warrants that it is duly authorized to execute and perform its obligations under this letter agreement
and that such execution and performance is not prohibited by law.


 


4.            Governing
Law; Arbitration; Jurisdiction; Waiver of Jury Trial.


 


a.            Governing
Law. This letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction.


 


b.           Arbitration;
Consent to Jurisdiction. Each party to this letter agreement hereby agrees that any dispute, Claim or Proceeding against it
arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration conducted
in the City of New York, State of New York in accordance with the rules and regulations of the American Arbitration Association
(“AAA”). The number of arbitrators shall be three (3), one (1) to be nominated by the Trustee and one by the
Company, and the third, who shall serve as chairman, shall be nominated by the two (2) party-nominated arbitrators within fifteen
(15) days following their appointment by the parties hereto. The decision of the arbitrators shall be final and binding on the
parties to the fullest extent permitted by law and may be confirmed in, enforceable by and judgment upon the award entered by any
court having jurisdiction thereof (with the cost of such arbitrators and arbitration services being borne equally by the parties,
or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending in court of competent
jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to
join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA
proceeding relating thereto. Nothing contained in this letter agreement shall be deemed to prevent a party from seeking equitable
or injunctive relief from any court of competent jurisdiction sitting in the State of New York, or from bringing an action in such
courts to enforce any award or remedies based on a determination by any arbitration pursuant to this Section 4(b). The Company
hereby irrevocably agrees to appoint Kelley Drye & Warren LLP as agent for the service of process in the State of New York
to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this letter agreement.
If for any reason such agent is unable to act as such, the Company will promptly notify the Trustee and appoint a substitute agent
acceptable to the Trustee within thirty (30) days, provided, that such agent shall remain authorized to accept such service
until such substitute agent has been duly appointed and authorized to act in such capacity. Nothing contained in this letter agreement
shall affect the right of a party to serve process in any other manner permitted by law.


 



    	 



    	 



    

 


c.           Waiver
of Jury Trial. Each party hereto hereby agrees to waive its respective right to a jury trial of any CAUSE OF ACTION, claim
or PROCEEDING based upon or arising out of this letter agreement. The scope of this waiver is intended to be all-encompassing of
any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without
limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement for such party to enter into this letter agreement and that the parties
hereto already have relied on this waiver in entering into this letter agreement and that each party hereto will continue to rely
on this waiver in its related future dealings hereunder. This waiver is irrevocable, meaning that it may not be modified either
orally or in writing, and this waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this
letter agreement. In the event of litigation, this letter agreement may be filed as a written consent to a trial by the court.


 


5.            Notices.
All notices and other communications given or made hereunder shall be in writing and shall be delivered in person, or by facsimile,
or overnight by internationally recognized courier service, or by registered mail (postage prepaid, return receipt requested),
at, (a) if to the Trustee, Continental Stock Transfer & Trust Company, 17 Battery Place,
New York, New York 10004, Attention: Steven G. Nelson, Facsimile: (212) 509-5190, and if to the Company,
to Australia Acquisition Corp., Level 9 Podium, 530 Collins Street, Melbourne VIC 3000 Australia, Attention: Chief Executive
Officer, Facsimile: +61 3 9012 7475, with a copy to (which copy shall not constitute notice) to each of Kelley Drye & Warren
LLP, 400 Atlantic Street, 13th Floor, Stamford, CT 06901, Attention: M. Ridgway Barker, Esq., Facsimile: (203) 327-2669 and Paul,
Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas , New York, NY 10019-6064, Attention: Jeffrey D. Marell,
Esq. and Raphael M. Russo, Esq., Facsimile: (212) 757-3990. Any notices shall be deemed delivered (i) on the date delivered, if
delivered personally or via facsimile (with confirmation of receipt, if sent by facsimile); (ii) on the next Business Day after
the date sent, if sent overnight by nationally recognized courier service; or (iii) on the second Business Day after the date sent,
if sent by registered mail (postage prepaid, return receipt requested). Any party hereto may change its address for receipt of
notices and requests hereunder by written notice duly given to the other party in accordance with the provisions hereof. For the
purposes of this letter agreement, “Business Day” shall mean any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City or Melbourne, Australia are authorized or required by law to remain closed.


 


6.            Binding
Effect. This letter agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted
assigns of the parties hereto.


 



    	 



    	 



    

 


7.            Entire
Agreement, Amendments. This letter agreement and the Indemnity Escrow Agreement dated the date hereof among the Company, the
Trustee and Continental Stock Transfer & Trust Company as Escrow Agent, constitute the final
expression of, and contain the entire agreement between and among, the parties hereto and thereto with respect to the subject matter
hereof and thereof and supersede all prior understandings with respect thereto, provided, that nothing contained herein
shall be deemed to supersede any provisions in the Trust Agreement (which shall terminate by its terms). This letter agreement
may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument
signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.


 


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	 	Very truly yours,
	 	 
	 	Australia Acquisition Corp.
	 	 
	 	By: 	/s/ Peter Ziegler
	 	 	 Name: Peter Ziegler
	 	 	 Title:   Chairman and Chief Executive Officer


 


ACCEPTED AND AGREED TO:


 


Continental Stock Transfer
& Trust Company


 


	By:	/s/ Steven Nelson.	 
	 	Name: Steven Nelson	 
	 	Title:   Chairman and President