Exhibit 10.1.3 - NAB Amendment Deed Executed 3.27.2019


		
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						Corrs Chambers Westgarth

					
						567 Collins Street, Melbourne VIC 3000, Australia 

					
						GPO Box 9925, Melbourne VIC 3001, Australia

					
						Tel +61 3 9672 3000

					
						Fax +61 3 9672 3010

					
						www.corrs.com.au

					
						 

				
	
					
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						Sydney

					
						Melbourne

					
						Brisbane

					
						Perth

					
						Port Moresby

				



		
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			National Australia Bank Limited
		

		
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			Reading Entertainment Australia Pty Ltd Each 
		

		
			Guarantor
		

		
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			Amendment Deed
		

		
			Corporate Markets Loan Bank Guarantee Facility Agreement
		

		
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			©  Corrs Chambers Westgarth
		

		

		

		 

 

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						Contents

					
					
						 

				
	
					
						1Definitions

					1 
				
	
					
						2Consideration

					2 
				
	
					
						3Conditions precedent

					2 
				
	
					
						4Amendments to Facility Agreement

					2 
				
	
					
						5Acknowledgments

					3 
				
	
					
						6Warranties and representations

					3 
				
	
					
						6.1General

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						6.2Survival of warranties

					4 
				
	
					
						7General

					4 
				
	
					
						7.1Construction

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						7.2Costs and Expenses

					5 
				
	
					
						7.3Counterparts

					5 
				
	
					
						7.4Entire understanding

					5 
				
	
					
						7.5Governing law and jurisdiction

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						Schedule 1-Guarantors

					7 
				
	
					
						Execution

					9 
				
	
					
						Annexure A- Amended Facility Agreement

					18 
				
	
					
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			Date: March 27, 2019
		

		
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			Parties
		

		
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			National Australia Bank Limited ABN 12 004 044 937 of Pier 3 Level 4, 800 Bourke Street, Docklands, Victoria 3008 (Bank)
		

		
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			Reading Entertainment Australia Pty Ltd ACN [Redacted] of 98 York Street, South Melbourne, Victoria 3205 (Borrower)
		

		
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			Each person listed in schedule 1 (each a Guarantor)
		

		
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			Agreed terms
		

		
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			1Definitions
		

		
			In this document words and expressions which are defined or given a specific meaning in the Amended Facility Agreement but which are not defined or given a specific meaning in this document have the same meaning as in the Amended Facility Agreement.  Otherwise, terms have the following meanings.
		

		
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			Amended Facility   The Facility Agreement as amended by this document.
		

		
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			Agreement
		

		
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			Amendment Date    The date on which Bank notifies the Borrower that the conditions precedent set out in clause 3 are satisfied.
		

		
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			Facility Agreement  The Facility Agreement dated 24 June 2011 between the Bank, the Borrower and the Guarantors, as amended, varied or amended and restated from time to time, including on 14 June 2013, 27 June 2014, December 2015 and May 2018.
		

		
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			New Guarantor        Reading Cannon Park Pty Ltd ACN [Redacted]
		

		
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			New Property          The land known as Cannon Park City Centre and Cannon Park Discount Centre, Corner Hervey Range Road and Pioneer Drive, Thurwingowa Central, Queensland, described in title references 50442105, 50442106 and 51155321.
		

		
			New Security
		

		
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			(a) A general security agreement granted by the New Guarantor to the Bank, over all of the assets of the New Guarantor; and
		

		
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			(b) a freehold mortgage granted by the New Guarantor 
		

		 

 


		

			 

		




		to the Bank over the New Property.
		

		
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			PPSAPersonal Property Securities Act (2009) (Cth).
		

		
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			2Consideration
		

		
			Each party has entered into this document in consideration of each other party agreeing to make the acknowledgements contained in this document and to amend the Facility Agreement in accordance with this document and acknowledges receipt of that consideration.
		

		
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			3Conditions precedent
		

		
			The amendments to the Facility Agreement are subject to the conditions precedent that:
		

		
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			(a)the Bank has received in form and substance satisfactory to the Bank:
		

		
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			(i)an original copy of this document, duly executed by the Borrower and each Guarantor ;
		

		
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			(ii)original copies of each New Security, duly executed by the New Guarantor;
		

		
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			(iii)title documents for the New Property, and any necessary releases in respect of any Encumbrance affecting the New Property or the New Guarantor;
		

		
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			(iv)a Valuation  in respect of the New Property;
		

		
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			(v)evidence of Insurances for each Freehold Property and Leasehold Property noting the Bank's interest as mortgagee, to cover at a minimum, re-instatement and public liability insurance;
		

		
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			(vi)a non-refundable restructure and application fee in the amount referred to in clause 9.1(b) of the Amended Facility Agreement;
		

		
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			(vii)anything which the Bank has reasonably requested that a party provide to it in relation to the Facility Agreement ; and
		

		
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			(b)each of the above conditions is satisfied no later than 31 March 2019:
		

		
			and
		

		
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			(c)no Event of Default or Potential Event of Default subsists.
		

		
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			4Amendments to Facility Agreement
		

		
			(a)On and from the Amendment Date
		

		
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			(i)the Facility Agreement is amended by deleting items which have been struck out and inserting items that have been underlined in annexure A.
		

		
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			(ii)the New Guarantor:
		

		
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			(A)agrees with each person who is or becomes a party to the Facility Agreement that it will be bound by the Facility Agreement as a Guarantor and a Transaction Party; and
		

		
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			(B)makes in relation to itself in favour of the Bank the 
		

		 

 


		

			 

		




		representations and warranties set out in clause 8.1 of the Facility Agreement.
		

		
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			(iii)each party agrees with the New Guarantor that, with effect from the date of this document, the New Guarantor will have the benefit of the Facility Agreement as a Transaction Party and Guarantor.
		

		
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			(b)The Bank, the Borrower and the Guarantors agree to be bound by the Amended Facility Agreement on and from the Amendment Date.
		

		
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			5Acknowledgments
		

		
			The Borrower and each Guarantor:
		

		
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			(a)acknowledge that nothing in this document or any related financing change statement under the PPSA releases, terminates or otherwise affects any liabilities of the Borrower to the Bank, or affects its liability under any Transaction Document;
		

		
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			(b)acknowledge that the Bank has agreed to execute this document at the request of the Borrower and each Guarantor;
		

		
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			(c)agree to the variation to the Facility Agreement and agree that each Collateral Security extends to and secures the Borrower's obligations to the Bank under the Transaction Documents, including the Amended Facility Agreement; and
		

		
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			(d)acknowledge that their obligations (as borrower, guarantor, indemnifier, or otherwise) and the Bank's rights are not affected by anything which might abrogate, prejudice or limit them or the effectiveness of this document, including the failure by any person named as a Guarantor to become bound by this document.
		

		
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			6Warranties  and  representations
		

		
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			6.1General
		

		
			The Borrower and each Guarantor warrant and represent to the Bank that:
		

		
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			(a)at the time of execution of this document, and at the Amendment Date:
		

		
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			(i)it has capacity unconditionally to execute, deliver and comply with its obligations under this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement);
		

		
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			(ii)it has taken all necessary action to authorise the unconditional execution and delivery of, and the compliance with, its obligations
		

		
			 
		


		

		

		 

 


		

			 

		




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			under this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement);
		

		
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			(iii)this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement) are its valid and legally binding obligations and are enforceable against it by each other party in accordance with the terms of this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement), subject to principles of equity and rules affecting creditors' rights generally; and
		

		
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			(iv)its unconditional execution and delivery of this document and compliance with its obligations under this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement) do not contravene:
		

		
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			(A)any law or directive from a government entity;
		

		
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			(B)its constituent documents;
		

		
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			(C)any agreement or instrument to which it is a party; or
		

		
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			(D)any obligation of it to any other person.
		

		
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			6.2Survival of warranties
		

		
			The warranties and representations in clause 6 survive the execution of this document and the amendment of the Facility Agreement.
		

		
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			7General
		

		
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			7.1Construction
		

		
			Unless expressed to the contrary, in this document:
		

		
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			(a)words in the singular include the plural and vice versa;
		

		
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			(b)any gender includes the other genders;
		

		
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			(c)if a word or phrase is defined its other grammatical forms have corresponding meanings;
		

		
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			(d)'includes' means includes without limitation;
		

		
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			(e)no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;
		

		
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			(f)a reference to:
		

		
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			(i)a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
		

		
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			(ii)a person includes the person's legal personal representatives, successors, assigns and persons substituted by novation;
		

		
			 
		


		

		

		 

 


		

			 

		




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			(iii)any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;
		

		
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			(iv)an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;
		

		
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			(v)a right includes a benefit, remedy, discretion or power;
		

		
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			(vi)time is to local time in Melbourne;
		

		
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			(vii)'$' or 'dollars' is a reference to Australian currency;
		

		
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			(viii)this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties;
		

		
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			(ix)writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;
		

		
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			(x)this document includes all schedules and annexures to it; and
		

		
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			(xi)a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document: and
		

		
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			(g)where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.
		

		
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			7.2Costs and Expenses
		

		
			The Borrower must on demand pay and if paid by the Bank reimburse to the Bank:
		

		
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			(a)the Bank's reasonable costs and expenses (including legal costs and expenses on a full indemnity basis) relating to the negotiation, preparation, execution, stamping and registration of this document; and
		

		
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			(b)any duties and registration or other fees (including fines and penalties relating to such duties and fees) which are payable or are assessed by a relevant government body or other person to be payable in relation to this document or any transaction contemplated by it.
		

		
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			7.3Counterparts
		

		
			This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.
		

		
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			7.4Entire understanding
		

		
			(a)This document contains the entire understanding between the parties as to the subject matter of this document.
		

		
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			(b)All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this document are merged in and superseded by this document and are of no effect.  No party is liable to any other party in respect of those matters.
		

		
			 
		


		

		

		 

 


		

			 

		




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			(c)No oral explanation or information provided by any party to another:
		

		
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			(i)affects the meaning or interpretation of this document; or
		

		
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			(ii)constitutes any collateral agreement, warranty or understanding between any of the parties.
		

		
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			7.5Governing law and jurisdiction
		

		
			(a)This document is governed by and is to be construed in accordance with the laws applicable in Victoria.
		

		
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			(b)Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
		


		

		

		 

 


		

			 

		




		
		

		
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						Schedule  1

					
					
						 

				
	
					
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						Guarantors

					
					
						 

					
					
						 

				
	
					
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						Name

					
						 

					
						Reading Entertainment Australia Pty Ltd

					
					
						 

					
						ACN

					
						 

					
						 

					
						[Redacted]

					
					
						 

					
						Particulars for delivery of notices

					
						 

					
						Address:  98 York Street, South Melbourne

				
	
					
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						VIC  3205 Australia

					
						 

					
						Fax: 03 9685 0999

					
						 

					
						Attention:   Managing Director

					
						 

					
						AND TO:

					
						 

					
						Reading International Inc.

					
						Address: 5995 Sepulveda Blvd, Suite 300 Culver City California 90230

					
						United States of America

					
						Fax: +1 213 235 2229

					
						 

				



		
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						Attention: Chief Financial Officer

				
	
					
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						Australia Country Cinemas Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Australian Equipment Supply Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Burwood Developments Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Epping Cinemas Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						Same as for Borrower

				
	
					
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						Hotel Newmarket Pty Ltd

					
					
						[Redacted]

					
					
						Same as for Borrower

				
	
					
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						Newmarket Properties Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Newmarket Properties No. 2 Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Newmarket Properties #3 Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Auburn Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Australia Leasing (E&R) Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Belmont Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Bundaberg 2012 Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Charlestown Pty Ltd

					
						 

					
						 

					
						 

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				



		
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						Name

					
					
						 

					
						ACN

					
					
						 

					
						Particulars for delivery of notices

				
	
					
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						Reading Cinemas Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Cinemas Management Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Colac Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Dandenong Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Elizabeth Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Exhibition Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Licences Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Maitland Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Melton Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Properties Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Properties lndooroopilly Pty Ltd as trustee for The Landplan Property

					
					
						 

					
						[Redacted]

					
					
						Same as for Borrower

				
	
					
						Partners Discretionary Trust

					
					
						 

					
					
						 

				
	
					
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						Reading Properties Taringa Pty Ltd as

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						trustee for the Reading Property

					
					
						 

					
					
						 

				
	
					
						Partners No. 1 Discretionary Trust

					
					
						 

					
					
						 

				
	
					
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						Reading Property Holdings Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Rouse Hill Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Sunbury Pty Limited

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Rhodes Peninsula Cinema Pty Limited

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Westlakes Cinema Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						A.C.N. [Redacted] Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
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						Reading Cannon Park Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				



		
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			Execution
		

		
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			Executed as a deed
		

		
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			Executed by Reading Entertainment Australia Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Australian Country Cinemas Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Australian Equipment Supply Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Burwood Developments Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Epping Cinemas Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Hotel Newmarket Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Newmarket Properties Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		

		

		 

 


		

			 

		




		
		

		
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			Executed by Newmarket Properties No. 2 Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Newmarket Properties #3 Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Reading Auburn Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Reading Australia Leasing (E&R) Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			Executed by Reading Belmont Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
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			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
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			﻿
		

		
			Executed by Reading Bundaberg 2012 Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Charlestown Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Cinemas Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		

		

		 

 


		

			 

		




		
		

		
			﻿
		

		
			Executed by Reading Cinemas Management Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Colac Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Dandenong Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Elizabeth Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		

		

		 

 


		

			 

		




		
		

		
			Executed by Reading Exhibition Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Licenses Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Maitland Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Melton Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		

		

		 

 


		

			 

		




		
		

		
			Executed by Reading Properties Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Properties Indooroopilly Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Properties Taringa Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Property Holdings Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		

		

		 

 


		

			 

		




		
		

		
			Executed by Reading Rouse Hill Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Sunbury Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Rhodes Peninsula Cinema Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Westlakes Cinema Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		

		

		 

 


		

			 

		




		
		

		
			Executed by A.C.N. 143 633 096 Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by Reading Cannon Park Pty Ltd ACN [Redacted]
		

		
			/s/ Ellen M. Cotter/s/ Andrzej Matyczynski
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Ellen M. CotterAndrzej Matyczynski
		

		
			DirectorDirector
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed by National Australia Bank Limited ABN 12 004 044 937 by its Attorney who holds the position of Level 2 Attorney under Power of Attorney dated 1/3/2007 in the presence of:
		

		
			/s/ Matthew Spangler/s/ Jerome Walsh
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			WitnessAttorney
		

		
			﻿
		

		
			Matthew SpanglerJerome Walsh
		

		
			____________________________                    ____________________________
		

		
			﻿
		

		
			Name of Witness (print)Name of Attorney (print)
		

		
			﻿
		

		
			﻿
		

		
			 
		


		

		

		 

 


		

			 

		




		Annexure A
		

		
			﻿
		

		
			﻿
		

		
			Amended Facility Agreement
		

		

		

		 

 


		

			 

		




		
		

		
			﻿
		

		
			
		

		
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						﻿

					
					
						 

					
					
						 

				
	
					
						﻿

					
					
						 

					
					
						Corrs Chambers Westgarth

					
						567 Collins Street, Melbourne VIC 3000, Australia 

					
						GPO Box 9925, Melbourne VIC 3001, Australia

					
						Tel +61 3 9672 3000

					
						Fax +61 3 9672 3010

					
						www.corrs.com.au

					
						 

				
	
					
						﻿

					
					
						 

					
					
						Sydney 

					
						Melbourne 

					
						Brisbane

					
						Perth 

					
						Port Moresby

					
						 

				



		
			﻿
		

		
			﻿
		

		
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			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Annexure A – Amended Facility Agreement
		

		
			﻿
		

		
			National Australia Bank Limited
		

		
			﻿
		

		
			Reading Entertainment Australia Group
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Corporate Markets
		

		
			Loan & Bank
		

		
			Guarantee Facility
		

		
			Agreement
		

		
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		Contents
		

		
			﻿
		

			
					
						﻿

					
					
						 

					
					
						 

				
	
					
						﻿

					
					
						 

					
					
						 

				
	
					
						1

					
					
						Interpretation

					
					
						1

				
	
					
						﻿

					
					
						1.1 Definitions

					
					
						1

				
	
					
						﻿

					
					
						1.2 Construction

					
					
						19

				
	
					
						﻿

					
					
						1.3 Headings

					
					
						20

				
	
					
						﻿

					
					
						1.4 Corporations Act, GST and Accounting Standards

					
					
						20

				
	
					
						﻿

					
					
						1.5 Subsisting Events of Default and Potential Events of Default

					
					
						20

				
	
					
						﻿

					
					
						1.5 Not used

					
					
						20

				
	
					
						﻿

					
					
						1.6 Not used

					
					
						20

				
	
					
						﻿

					
					
						1.7 Inconsistency

					
					
						20

				
	
					
						2

					
					
						Consideration

					
					
						20

				
	
					
						3

					
					
						Conditions precedent

					
					
						20

				
	
					
						﻿

					
					
						3.1 Not used

					
					
						20

				
	
					
						﻿

					
					
						3.2 Conditions precedent to Advances and Drawings

					
					
						20

				
	
					
						﻿

					
					
						3.3 Not used

					
					
						20

				
	
					
						4

					
					
						Facility

					
					
						21

				
	
					
						﻿

					
					
						4.1 Nature 

					
					
						21

				
	
					
						﻿

					
					
						4.2 Purpose 

					
					
						21

				
	
					
						﻿

					
					
						4.3 Advances and Drawings 

					
					
						21

				
	
					
						﻿

					
					
						4.4 Funding Notices

					
					
						22

				
	
					
						﻿

					
					
						4.5 Not used 

					
					
						23

				
	
					
						﻿

					
					
						4.6 Not used 

					
					
						23

				
	
					
						﻿

					
					
						4.7 Not used 

					
					
						23

				
	
					
						﻿

					
					
						4.8 Bank Guarantee Facilities 

					
					
						23

				
	
					
						﻿

					
					
						4.9 Cancellation 

					
					
						23

				
	
					
						﻿

					
					
						4.10 Market disruption

					
					
						23

				
	
					
						﻿

					
					
						4.11 Alternative basis of interest or funding 

					
					
						24

				
	
					
						﻿

					
					
						4.12 Pricing Review Events 

					
					
						24

				
	
					
						﻿

					
					
						4.13 Consequences of a Pricing Review 

					
					
						24

				
	
					
						5

					
					
						Payments

					
					
						25

				
	
					
						﻿

					
					
						5.1 Not used

					
					
						25

				
	
					
						﻿

					
					
						5.2 Voluntary prepayments

					
					
						25

				
	
					
						﻿

					
					
						5.3 Indemnity in respect of Bank Guarantees

					
					
						25

				
	
					
						﻿

					
					
						5.4 Mandatory prepayments

					
					
						27

				
	
					
						﻿

					
					
						5.5 Repayments

					
					
						27

				
	
					
						﻿

					
					
						5.6 Not used

					
					
						27

				
	
					
						6

					
					
						Interest and fees

					
					
						28

				
	
					
						﻿

					
					
						6.1 Pricing Periods

					
					
						28

				
	
					
						﻿

					
					
						6.2 Payment and rate

					
					
						28

				
	
					
						﻿

					
					
						6.3 Computation of interest

					
					
						29

				
	
					
						﻿

					
					
						6.4 Capitalisation of interest

					
					
						29

				
	
					
						﻿

					
					
						6.5 Merger

					
					
						29

				
	
					
						7

					
					
						Payments

					
					
						29

				
	
					
						﻿

					
					
						7.1 Place, manner and time of payment

					
					
						30

				
	
					
						﻿

					
					
						7.2 Gross-up

					
					
						30

				
	
					
						﻿

					
					
						7.3 Appropriation

					
					
						31

				
	
					
						8

					
					
						Representations and warranties

					
					
						31

				
	
					
						﻿

					
					
						8.1 Nature

					
					
						31

				
	
					
						﻿

					
					
						8.2 General

					
					
						34

				
	
					
						9

					
					
						General obligations

					
					
						35

				
	
					
						﻿

					
					
						9.1 Fees 

					
					
						35

				
	
					
						﻿

					
					
						9.2 Records 

					
					
						35

				
	
					
						﻿

					
					
						9.3 Financial Statements and other financial information 

					
					
						36

				
	
					
						﻿

					
					
						9.4 Other information 

					
					
						37

				
	
					
						﻿

					
					
						9.5 Other financial undertakings 

					
					
						38

				


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						Facility Agreement


					

					

						 


					

					

						page  3


				




		

			 

		




 


		

			 

		




			
					
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						9.6 Insurance 

					
					
						42

				
	
					
						﻿

					
					
						9.7 Financial ratios 

					
					
						42

				
	
					
						﻿

					
					
						9.8 Environment 

					
					
						42

				
	
					
						﻿

					
					
						9.9 No default 

					
					
						45

				
	
					
						﻿

					
					
						9.10 Obligations of Trustees 

					
					
						45

				
	
					
						﻿

					
					
						9.11 Release for Permitted Disposals 

					
					
						46

				
	
					
						10

					
					
						Events of Default

					
					
						46

				
	
					
						﻿

					
					
						10.1 Nature 

					
					
						46

				
	
					
						﻿

					
					
						10.2 Effect of Event of Default 

					
					
						48

				
	
					
						﻿

					
					
						10.3 Cash Cover Account regarding Bank Guarantees 

					
					
						50

				
	
					
						﻿

					
					
						10.4 Review Events 

					
					
						50

				
	
					
						﻿

					
					
						10.5 Reviews 

					
					
						51

				
	
					
						11

					
					
						Costs and expenses

					
					
						51

				
	
					
						﻿

					
					
						11.1 Interpretation

					
					
						52

				
	
					
						﻿

					
					
						11.2 Nature

					
					
						52

				
	
					
						﻿

					
					
						11.3 Remuneration

					
					
						52

				
	
					
						12

					
					
						Indemnities

					
					
						53

				
	
					
						﻿

					
					
						12.1 Nature 

					
					
						53

				
	
					
						﻿

					
					
						12.2 Representatives 

					
					
						53

				
	
					
						﻿

					
					
						12.3 Currency deficiency 

					
					
						53

				
	
					
						﻿

					
					
						12.4 Independence and survival 

					
					
						53

				
	
					
						﻿

					
					
						12.5 Accounting for transactions 

					
					
						53

				
	
					
						﻿

					
					
						12.6 Liability for Regulatory Events 

					
					
						54

				
	
					
						13

					
					
						Goods and Services Tax

					
					
						55

				
	
					
						﻿

					
					
						13.1 Taxable supply

					
					
						55

				
	
					
						﻿

					
					
						13.2 Adjustment events

					
					
						55

				
	
					
						﻿

					
					
						13.3 Payments

					
					
						55

				
	
					
						14

					
					
						Increased costs

					
					
						56

				
	
					
						15

					
					
						Illegality

					
					
						56

				
	
					
						﻿

					
					
						15.1 Prepayment 

					
					
						56

				
	
					
						﻿

					
					
						15.2 Facility terminated 

					
					
						57

				
	
					
						16

					
					
						Guarantee and indemnity

					
					
						57

				
	
					
						﻿

					
					
						16.1 Guarantee 

					
					
						57

				
	
					
						﻿

					
					
						16.2 Nature of guarantee 

					
					
						57

				
	
					
						﻿

					
					
						16.3 Indemnity 

					
					
						57

				
	
					
						﻿

					
					
						16.4 Reinstatement of rights 

					
					
						58

				
	
					
						﻿

					
					
						16.5 Rights of the Bank are protected 

					
					
						58

				
	
					
						﻿

					
					
						16.6 No merger 

					
					
						59

				
	
					
						﻿

					
					
						16.7 Extent of Guarantor’s obligations 

					
					
						59

				
	
					
						﻿

					
					
						16.8 Guarantor’s rights are suspended

					
					
						59

				
	
					
						﻿

					
					
						16.9 Guarantor’s right of proof limited 

					
					
						59

				
	
					
						﻿

					
					
						16.10 No set-off against assignees 

					
					
						59

				
	
					
						﻿

					
					
						16.11 Suspense account 

					
					
						60

				
	
					
						﻿

					
					
						16.12 Right to prove 

					
					
						60

				
	
					
						﻿

					
					
						16.13 Release of Guarantors 

					
					
						60

				
	
					
						﻿

					
					
						16.14 New Guarantors

					
					
						60

				
	
					
						﻿

					
					
						16.15 Consideration 

					
					
						61

				
	
					
						﻿

					
					
						16.16 New Guarantors 

					
					
						61

				
	
					
						17

					
					
						Attorney

					
					
						61

				
	
					
						﻿

					
					
						17.1 Appointment 

					
					
						61

				
	
					
						﻿

					
					
						17.2 Not used 

					
					
						61

				
	
					
						﻿

					
					
						17.3 General 

					
					
						61

				
	
					
						18

					
					
						General

					
					
						62

				
	
					
						﻿

					
					
						18.1 Set-off 

					
					
						62

				
	
					
						﻿

					
					
						18.2 Bank’s certificate 

					
					
						62

				
	
					
						﻿

					
					
						18.3 Supervening legislation 

					
					
						62

				
	
					
						﻿

					
					
						18.4 Time of the essence 

					
					
						62

				
	
					
						﻿

					
					
						18.5 Business Days 

					
					
						63

				


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						Facility Agreement


					

					

						 


					

					

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						18.6 Confidentiality 

					
					
						63

				
	
					
						﻿

					
					
						18.7 Exchange rate 

					
					
						65

				
	
					
						﻿

					
					
						18.8 Records as evidence 

					
					
						65

				
	
					
						﻿

					
					
						18.9 Further assurances 

					
					
						65

				
	
					
						﻿

					
					
						18.10 Amendment 

					
					
						65

				
	
					
						﻿

					
					
						18.11 Waiver and exercise of rights 

					
					
						65

				
	
					
						﻿

					
					
						18.12 Rights cumulative 

					
					
						66

				
	
					
						﻿

					
					
						18.13 Approval and consent 

					
					
						66

				
	
					
						﻿

					
					
						18.14 Assignment 

					
					
						66

				
	
					
						﻿

					
					
						18.15 Counterparts 

					
					
						66

				
	
					
						﻿

					
					
						18.16 Sovereign immunity 

					
					
						67

				
	
					
						﻿

					
					
						18.17 Governing law and jurisdiction 

					
					
						67

				
	
					
						﻿

					
					
						18.18 Telephone recording 

					
					
						67

				
	
					
						﻿

					
					
						18.19 Legal advice

					
					
						67

				
	
					
						﻿

					
					
						18.20 Further assurances

					
					
						67

				
	
					
						﻿

					
					
						18.21 Exclusion of certain provisions

					
					
						68

				
	
					
						﻿

					
					
						18.22 Notice of changes

					
					
						69

				
	
					
						19

					
					
						Notices

					
					
						69

				
	
					
						﻿

					
					
						19.1 General

					
					
						69

				
	
					
						﻿

					
					
						19.2 How to give a communication

					
					
						69

				
	
					
						﻿

					
					
						19.3 Particulars for delivery of notices

					
					
						69

				
	
					
						﻿

					
					
						19.4 Communications by post

					
					
						69

				
	
					
						﻿

					
					
						19.5 Communications by tax

					
					
						69

				
	
					
						﻿

					
					
						19.6 After hours communications

					
					
						69

				
	
					
						﻿

					
					
						19.7 Process service

					
					
						70

				
	
					
						Schedule 1 – Transaction Parties

					
					
						71

				
	
					
						Schedule 2 – Facilities

					
					
						74

				
	
					
						Schedule 3 – Collateral Security

					
					
						75

				
	
					
						Schedule 4 – Not used

					
					
						78

				
	
					
						Schedule 5 – Not used

					
					
						79

				
	
					
						Schedule 6 – Verification Certificate

					
					
						83

				
	
					
						Schedule 7 – Funding Notice

					
					
						85

				
	
					
						Schedule 8 – Guarantor Accession Deed

					
					
						86

				
	
					
						Schedule 9 – Compliance Certificate

					
					
						88

				
	
					
						Schedule 10 – Interim Compliance Certificate

					
					
						90

				



		
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						Facility Agreement


					

					

						 


					

					

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			﻿
		

		
			Date 24 June 2011
		

		
			﻿
		

		
			﻿
		

		
			Parties
		

		
			﻿
		

		
			National Australia Bank Limited ABN 12 004 044 937 of Pier 3 Level 4, 800 Bourke Street, Docklands, Victoria 3008 (Bank)
		

		
			﻿
		

		
			Reading Entertainment Australia Pty Ltd ACN [Redacted] of 98 York Street, South Melbourne, Victoria 3205 (Borrower)
		

		
			﻿
		

		
			Each person listed in schedule 1 (each an Original Guarantor)
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Agreed terms
		

		
			﻿
		

		
			﻿
		

		
			1Interpretation
		

		
			﻿
		

		
			1.1Definitions
		

		
			In this document:
		

		
			﻿
		

		
			Accounting Standards means accounting principles and practices consistently applied which are generally accepted in Australia and are consistent with any applicable legislation in each case as in effect on the date of this document, including instruments in force under section 334 of the Corporations Act and provisions of such instruments.
		

		
			﻿
		

		
			Adjusted EBITDA means, for any period, EBITDA adjusted to exclude:
		

		
			﻿
		

		
			(a)any non-cash impairment for non-current assets included in the consolidated financial statements of the Reading Entertainment Australia Group during the relevant period;
		

		
			﻿
		

		
			(b) any net gains or losses on asset sales; and
		

		
			﻿
		

		
			(c) any net foreign exchange amounts (whether realised or unrealised) included in the consolidated financial statements of the Reading Entertainment Australia Group during the relevant period.
		

		
			﻿
		

		
			and subject to adjustment in respect of any further extraordinary items with the Bank’s written consent.
		

		
			﻿
		

		
			Advance means the principal amount of an advance made under the Corporate Markets Loan Facility or, where appropriate, requested under the Corporate Markets Loan Facility.
		

		
			﻿
		

		
			Aggregate Amount means, in relation to a Drawing, the aggregate of the Face Values of all Bank Guarantees comprising that Drawing.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			﻿
		

		
			﻿
		

		
			Amendment Deed means the document entitled ‘Amendment Deed’ executed in March 2019 between the Bank and the Transaction Parties.
		

		
			﻿
		

		
			Annual Compliance Certificate means, in relation to a Financial Year, a certificate substantially in the form of schedule 9.
		

		
			﻿
		

		
			Approved Valuer means a company or firm of duly qualified and licensed real estate valuers acceptable to the Bank in all respects and instructed by (or with the approval of) the Bank.
		

		
			﻿
		

		
			Attorney means any attorney appointed under this document and any sub- attorney appointed by an Attorney.
		

		
			﻿
		

		
			Authorisation includes any authorisation, consent, licence, permission, approval or exemption from any Government Body. If a Government Body could prohibit anything being done in connection with any matter or otherwise intervene within a specified time after notice has been given to it or any document lodged or filed with it in connection with the matter, the relevant matter will not be taken to have been authorised until the specified time limit has expired without the Government Body taking any relevant action.
		

		
			﻿
		

		
			Authorised Representative means, in relation to any party to this document, a person with the right to act as the agent of that party for the purposes of this document. It includes a director or company secretary of that party (if it is a corporation) and, in the case of the Bank, an employee of the Bank whose title contains the word “manager”, “director”, “associate” or a similar term and a lawyer for the Bank. It also includes a person appointed by a party as an Authorised Representative of that party whose appointment is notified by the appointor to the other party in a notice which contains the specimen signature of the appointee.
		

		
			﻿
		

		
			Availability Period means in respect of each Facility, the period beginning on the date on which the conditions precedent are satisfied or waived by the Bank in accordance with the Transaction Documents and ending on the Termination Date.
		

		
			﻿
		

		
			Available Commitment means in respect of a Facility, the Facility Limit less the Outstanding Accommodation relating to that Facility.
		

		
			﻿
		

		
			Bank Guarantee means each bank guarantee issued (or deemed to have been issued) in accordance with this document.
		

		
			﻿
		

		
			Bank Guarantee Facility means the Facility described as such in schedule 2
		

		
			and granted pursuant to clause 4.1(a)(ii).
		

		
			﻿
		

		
			Bank Guarantee Margin means, in respect of each Bank Guarantee:
		

		
			﻿
		

		
			(a)prior to the ‘Variation Date’ under the Restatement Deed, 2.35% per annum; 
		

		
			﻿
		

		
			(b)on and from the first services fee charge date (to be determined in accordance with clause 9.1(e)) following the ‘Variation Date’ under the Restatement Deed until the ‘Amendment Date’  under the Amendment Deed, 1.90% per annum; and
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			(c) on and from the first services fee charge date (to be determined in accordance with clause 9.1(e)) following the ‘Amendment Date’ under the Amendment Deed, 1.85% per annum.
		

		
			﻿
		

		
			Base Rate means, in relation to a Pricing Period:
		

		
			﻿
		

		
			(a)the rate (expressed as a percentage yield per annum to maturity) being the arithmetic average (rounded up to the nearest four decimal places) of the buying rates published at or about 10.15 am on the first Business Day of the Pricing Period on the Reuters Screen under the heading “BBSY” for Bills with a tenor as nearly as possible equal to that Pricing Period; or
		

		
			﻿
		

		
			(b)if:
		

		
			﻿
		

		
			(i)the rate is not displayed for a term equivalent to that period; or
		

		
			﻿
		

		
			(ii)the basis of the calculation of the rate is changed after the date of this document so that in the opinion of the Bank it ceases to reflect the cost of providing the Facility,
		

		
			﻿
		

		
			the Base Rate will be the rate per centum per annum determined by the Bank to be the average of the buying rates quoted to the Bank by at least three Reference Banks at or about that time on that date. The buying rates must be for bills of exchange accepted by a leading Australian  bank and which have a term equivalent to the period. If there are no buying rates, the rate will be determined by the Bank having regard to indexes or other bases which the Bank determines to be as near as practicable to the indexes and bases used to determine the rate referred to in paragraph (a).
		

		
			Beneficiary means in relation to a Bank Guarantee, the person who from time to time is entitled to make a claim for payment under that Bank Guarantee against the Bank.
		

		
			﻿
		

		
			Bill means a bill of exchange as defined in the Bills of Exchange Act 1909 (but does not include a cheque). It includes a document which, when signed by the persons named as drawer and acceptor in the relevant document, will become such a bill of exchange.
		

		
			﻿
		

		
			Break Costs means, in relation to any financial accommodation provided or to be provided by the Bank under a Facility, any liability or costs incurred by the Bank by reason of:
		

		
			﻿
		

		
			(a)liquidating or re-deploying deposits or other funds acquired or contracted for by or on account of the Borrower or the Bank;
		

		
			﻿
		

		
			(b)terminating or reversing any agreement or arrangement (including by entering into new agreements or arrangements to close out or net off existing agreements or arrangements) entered into by or on account of the Borrower or the Bank with a counterparty or an internal department of the Bank responsible for such agreements or arrangements to hedge, fix, swap or limit its effective cost of funding; or
		

		
			﻿
		

		
			(c)any loss of any margins in relation to future lending or loss of any fees.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Melbourne.
		

		
			﻿
		

		
			Cash Cover Rate means the rate (expressed as a rate per centum per annum) determined by the Bank (in good faith) to be the interest rate which it would pay on deposits at call for an amount similar to the amount at which the relevant deposit is made.
		

		
			﻿
		

		
			Calculation Date means 31 March, 30 June, 30 September and 31 December in each year.
		

		
			﻿
		

		
			Calculation Period means each period of twelve months ending on a Calculation Date.
		

		
			﻿
		

		
			Change of Control means there is a change (from that prevailing at the date  of this document) in the persons who control any of the following in respect of a Transaction Party:
		

		
			﻿
		

		
			(a)more than 50% of the votes eligible to be cast in the election of directors or any similar matter; or
		

		
			﻿
		

		
			(b)the right to appoint or remove directors (or members of a governing body having functions similar to a board of directors) representing more than 50% of the votes exercisable by the directors (or persons have similar functions); or
		

		
			﻿
		

		
			(c)an interest of more than 50% in any category of the profits, distributions or net liquidation proceeds.
		

		
			﻿
		

		
			Collateral Security means:
		

		
			﻿
		

		
			(a)any Guarantee by which any person Guarantees the Borrower’s compliance with its obligations under any of the Transaction Documents;
		

		
			﻿
		

		
			(b)any Security which secures the payment of money owing (actually or contingently) from time to time by:
		

		
			﻿
		

		
			(i)any Transaction Party in relation to any of the Transaction Documents; or
		

		
			﻿
		

		
			(ii)any person in relation to a Guarantee of any Transaction Party’s compliance with its obligations under any of the Transaction Documents; and
		

		
			﻿
		

		
			(c)without limiting the generality of paragraphs (a) and (b) each thing listed in schedule 3.
		

		
			﻿
		

		
			Contaminant means a noxious, harmful or hazardous condition (including an odour, temperature, sound, vibration or radiation) or substance the presence or
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			use of which (having regard, without limitation, to the nature and quantity of the substance and other substances with which it is stored or used) does or may result in the breach of an Environmental Law or the issuing of an order or direction under an Environmental Law.
		

		
			﻿
		

		
			Corporate Markets Loan Facility means the Facility described as such in
		

		
			schedule 2 and granted pursuant to clause 4.1(a)(i).  Corporations Act means the Corporations Act 2001 (Cth).
		

		
			Current Bank Guarantee means a Bank Guarantee which has not Matured or Expired.
		

		
			﻿
		

		
			Daily Interest Rate means, for any day, the Interest Rate on that day divided by 365.
		

		
			﻿
		

		
			Debt to Debt plus Equity Ratio means, as at any date, the ratio of: 
		

		
			(a)Total Gross Debt outstanding on that date; to
		

		
			(b)Total Gross Debt outstanding plus Equity on that date.
		

		
			﻿
		

		
			Disposal means a sale, lease, transfer or other disposal by any Transaction Party of any interest in:
		

		
			﻿
		

		
			(a)any share or stock (whether or not ordinary or preference and whether or not redeemable) or any other instrument convertible or exchangeable into or entitling a person to acquire or subscribe for any share or stock;
		

		
			﻿
		

		
			(b)the whole or any part of a business, business unit or line of business; or
		

		
			﻿
		

		
			(c)any other asset under a particular transaction or related transactions not in the ordinary course of business of the Reading Entertainment Australia Group taken as a whole.
		

		
			﻿
		

		
			Distribution means:
		

		
			﻿
		

		
			(a)in relation to any share capital of a Transaction Party, any dividend, charge, interest, fee, payment or other distribution (whether in cash or in kind) or redemption, repurchase, defeasance, retirement or redemption;
		

		
			﻿
		

		
			(b)any interest, any redemption or early redemption of any amount of principal or any other payment in respect of any shareholder loan or other subordinated loans made to any Transaction Party; or
		

		
			﻿
		

		
			(c)any loan or other financial accommodation made available by a Transaction Party to a person other than another Transaction Party.
		

		
			﻿
		

		
			Drawing means each Bank Guarantee issued or to be issued in accordance with this document under the same Funding Notice.
		

		
			﻿
		

		
			EBIT means, in relation to any period and without double counting, operating profit (loss) of the Reading Entertainment Australia Group (on a consolidated basis) from ordinary operations before interest, income tax and minority interests, but after deduction of depreciation and amortisation for that period, as determined in accordance with Accounting Standards.
		

		
			﻿
		

		
			EBITDA means, in relation to any period, EBIT for the Reading Entertainment
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			Australia Group for that period, plus depreciation and amortisation as determined in accordance with Accounting Standards including management fees received in cash, but excluding management fees accrued but not received in cash.
		

		
			﻿
		

		
			Encumbrance means any interest in or right over property and anything which would at any time prevent, restrict or delay the registration of any interest in or dealing with property. It includes a Security Interest.
		

		
			﻿
		

		
			Environmental Assessment Report means a report in relation to compliance with Environmental Law of the Land and any activities carried out on the Land.
		

		
			﻿
		

		
			Environmental Law means any legislation, regulations or related codes, standards or policies which relate to environmental and planning matters, including matters concerning land use, development, building works, pollution, contamination, waste, toxic and hazardous substances, disposal of waste or other substances, human health, conservation of natural or cultural resources, heritage and resource allocation.
		

		
			﻿
		

		
			Environmental Liability means any liability, obligation, expense, penalty or fine arising out of a breach of Environmental Law which could be imposed on any Transaction Party or the Bank in respect of the Land as a result of activities carried on during the ownership, occupation or control of the Land by that Transaction Party, the Bank, any predecessor in title or any previous occupier or controller of the Land.
		

		
			﻿
		

		
			Equity means total assets minus total liabilities of the Reading Entertainment Australia Group (on a consolidated basis).
		

		
			Event of Default means any event or circumstance described in clause 10.1.  Excluded Financial Indebtedness means Financial Indebtedness of the kind
		

		
			referred to in paragraph (a), (c) or (d) of the definition of Permitted Financial
		

		
			Indebtedness.
		

		
			﻿
		

		
			Excluded Property means:
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			(a)the present or future interest of Reading Exhibition Pty Ltd in the Garden City Cinema joint venture with Village Roadshow Exhibition and Birch Carroll & Coyle or the assets the subject of the joint venture or the relevant joint venture agreement; and
		

		
			﻿
		

		
			(b) the present or future interest of Epping Cinemas Pty Ltd in the lease granted by Bevendale Pty Ltd or the property the subject of the lease to the extent that the existence of a charge over that interest or property would cause a breach of the that lease.
		

		
			﻿
		

		
			Expired means, in relation to a Bank Guarantee, that its Expiry Date has
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			passed whether or not a claim has been made under it by the Beneficiary.
		

		
			﻿
		

		
			Expiry Date means, in relation to a Bank Guarantee, the date specified in that Bank Guarantee as the latest date by which the Beneficiary may make a claim under it.
		

		
			﻿
		

		
			Face Value means, in relation to a Bank Guarantee:
		

		
			﻿
		

		
			(a)subject to paragraph (b), the amount specified in that Bank Guarantee as the aggregate maximum amount which the Beneficiary may claim under it; or
		

		
			﻿
		

		
			(b)if the Beneficiary makes a claim, then between when the Beneficiary makes the first of those claims and the first to occur of the Bank Guarantee Maturing or Expiring, the Face Value of the Bank Guarantee will be the difference between its original face value and the aggregate of all valid claims made under it.
		

		
			﻿
		

		
			Facility means each of the facilities listed in schedule 2 (and each Facility may be referred to by the Facility Name listed in schedule 2).
		

		
			﻿
		

		
			Facility Limit means, in respect of each Facility, the relevant Facility Limit set out in schedule 2, as reduced under this document including in accordance with clause 5.6.
		

		
			﻿
		

		
			Financial Close means the initial Funding Date.
		

		
			﻿
		

		
			Financial Indebtedness means any indebtedness or other liability (present or future, actual or contingent) relating to any financial accommodation including indebtedness or other liability:
		

		
			﻿
		

		
			(a)for money borrowed or raised;
		

		
			﻿
		

		
			(b)relating to the sale or negotiation of any negotiable instrument;
		

		
			﻿
		

		
			(c)as lessee under any finance lease, as hirer under any hire purchase agreement or as purchaser under any title retention agreement;
		

		
			﻿
		

		
			(d)relating to any preference share or unit categorised as debt under Accounting Standards;
		

		
			﻿
		

		
			(e)under any commodity, currency or interest rate swap agreement, forward exchange rate agreement or futures contract (as defined in any statute);
		

		
			﻿
		

		
			(f)under any Guarantee relating to any financial accommodation; or
		

		
			﻿
		

		
			(g)for any deferred purchase price (other than in the nature of warranty retention amounts) for any asset or service.
		

		
			﻿
		

		
			Financial Ratio means any of the financial ratios referred to in clause 9.7.
		

		
			﻿
		

		
			Financial Statements means a balance sheet, an income statement, a statement of changes in equity, a cash flow statement, notes comprising a summary of significant accounting policies and other explanatory note; and any directors’ declarations, directors’ reports and auditor’s reports attached to, intended to be read with or required by the Corporations Act to accompany, all or any of those documents.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			Financial Year means a period of 12 months ending on 31 December.
		

		
			﻿
		

		
			Fixed Charges Cover Ratio means, at any date, the ratio of:
		

		
			﻿
		

		
			(a)the aggregate amount of:
		

		
			﻿
		

		
			(i)Adjusted EBITDA in respect of the 12 month period ending on that date; and
		

		
			﻿
		

		
			(ii)Total Lease Payments in respect of the 12 month period ending on that date,
		

		
			﻿
		

		
			to
		

		
			﻿
		

		
			(b)the aggregate amount of:
		

		
			﻿
		

		
			(i)Gross Interest Expense paid or payable by the Reading Entertainment Australia Group (whether payable in respect of the Facilities or otherwise) in respect of the 12 month period ending on that date; and
		

		
			﻿
		

		
			(ii)Total Lease Payments in respect of the 12 month period ending on that date.
		

		
			﻿
		

		
			Freehold Property means each freehold property owned by a Transaction Party that is the subject of a real property mortgage referred to in of schedule 3.
		

		
			﻿
		

		
			Funding Date means a date on which:
		

		
			﻿
		

		
			(a)an Advance is, or is proposed to be, made; or
		

		
			﻿
		

		
			(b)a Bank Guarantee is, or is proposed to be, issued, under this document.
		

		
			Funding Notice means a notice in accordance with clause 4.4.
		

		
			﻿
		

		
			Government Body means any person or body exercising an executive, legislative, judicial or other governmental function. It includes any public authority constituted under a law of any country or political sub-division of any country. It also includes any person deriving a power directly or indirectly from any other person or body referred to in this definition.
		

		
			﻿
		

		
			Gross Interest Expense means, in relation to any period, the aggregate of all interest and amounts in the nature of interest (including commissions, discount fees, acceptance fees, facility fees, the interest element of a finance lease and fees or charges) payable in connection with any Financial Indebtedness of the Reading Entertainment Australia Group (other than Excluded Financial Indebtedness) for that period on a consolidated basis, whether accrued, paid, payable or expensed (including interest expense under each of the Facilities).
		

		
			﻿
		

		
			Guarantee means:
		

		
			﻿
		

		
			(a)a guarantee, indemnity, undertaking, letter of credit, Security, acceptance or endorsement of a negotiable instrument or other obligation (actual or contingent) given by any person to secure compliance with an obligation by another person;
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(b)an obligation (actual or contingent) of a person to ensure the solvency of another person or the ability of another person to comply with an obligation, including by the advance of money or the acquisition for valuable consideration of property or services; and
		

		
			﻿
		

		
			(c)an option under which a person is obliged on the exercise of the option to buy:
		

		
			﻿
		

		
			(i)any debt or liability owed by another person; or
		

		
			﻿
		

		
			(ii)any property which is subject to a Security Interest.
		

		
			﻿
		

		
			Guaranteed Money means all money:
		

		
			﻿
		

		
			(a)which now or in the future is owing (actually or contingently) by a Transaction Party to the Bank under or in relation to any of the Transaction Documents;
		

		
			﻿
		

		
			(b)which having now or in the future become owing (actually or contingently) by a Transaction Party to the Bank under or in relation to any of the Transaction Documents, ceases to be owing by reason of any law relating to insolvency and remains unpaid by the Transaction Party and unreleased by the Bank; or
		

		
			﻿
		

		
			(c)that now or in the future may become owing (actually or contingently) by a Transaction Party to the Bank under or in relation to any of the Transaction Documents,
		

		
			﻿
		

		
			for any reason, whether such money is payable:
		

		
			﻿
		

		
			(d)by a Transaction Party alone or jointly or severally with any other person;
		

		
			﻿
		

		
			(e)by a Transaction Party in its own right or in any capacity;
		

		
			﻿
		

		
			(f)to the Bank in its own right or in any capacity; and
		

		
			﻿
		

		
			(g)by a Transaction Party as liquidated or unliquidated damages caused or contributed to by any breach by the Transaction Party of any obligation owed by the Transaction Party (or any other Transaction Party) to the Bank under or in relation to any of the Transaction Documents,
		

		
			﻿
		

		
			and if any Transaction Document or any obligation of a Transaction Party to the Bank under or in relation to any of the Transaction Documents is void, voidable or otherwise unenforceable by the Bank in accordance with its terms, it includes all money which would have been within this definition if that Transaction Document or obligation was not void, voidable or otherwise unenforceable.
		

		
			﻿
		

		
			Guarantor means the Original Guarantors and each person that becomes a guarantor under clause 16. If there are more than one, Guarantor means each of them individually and every two or more of them jointly.
		

		
			﻿
		

		
			Guarantor Accession Deed means a deed substantially in the form of schedule 8.
		

		
			﻿
		

		
			Half means each six month period ending on 30 June and 31 December in each year.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			Hedging Transaction means a contract, agreement or arrangement (other than in respect of the price of electricity, gas, oil, foreign exchange or any other non-interest rate derivative contract) which is a futures contract or an interest rate hedge, swap, option, swaption, forward rate agreement or any other contract, agreement or arrangement similar to or having in respect of its  subject matter a similar effect to any of the preceding.
		

		
			﻿
		

		
			Indemnity Amount means, in relation to a Bank Guarantee, the amount or, as the case may be, the aggregate of the amounts payable by the Borrower in relation to a Bank Guarantee in accordance with clause 5.3.
		

		
			﻿
		

		
			Insolvency means:
		

		
			﻿
		

		
			(a)in relation to a corporation, its winding up or dissolution or its administration, provisional liquidation or any administration having a similar effect;
		

		
			﻿
		

		
			(b)in relation to an individual, his or her bankruptcy; and
		

		
			﻿
		

		
			(c)in relation to a person, any arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of that person’s creditors or members or a moratorium involving any of them.
		

		
			﻿
		

		
			Insolvency Event means any of the following:
		

		
			﻿
		

		
			(a)a person is or states that the person is unable to pay from the person’s own money all the person’s debts as and when they become due and payable;
		

		
			﻿
		

		
			(b)a person is taken or must be presumed to be insolvent or unable to pay the person’s debts under any applicable legislation;
		

		
			﻿
		

		
			(c)an order is made for the winding up or dissolution or an effective resolution is passed for the winding up or dissolution of a corporation;
		

		
			﻿
		

		
			(d)an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in relation to a corporation or an effective resolution is passed to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;
		

		
			﻿
		

		
			(e)a controller is appointed in relation to any property of a corporation;
		

		
			﻿
		

		
			(f)a corporation is deregistered under the Corporations Act or notice of its proposed deregistration is given to the corporation;
		

		
			﻿
		

		
			(g)a distress, attachment or execution is levied or becomes enforceable against any property of a person;
		

		
			﻿
		

		
			(h)a person enters into or takes any action to enter into an arrangement (including a scheme of arrangement or deed of Borrower arrangement), composition or compromise with, or assignment for the benefit of, all or any class of the person’s creditors or members or a moratorium involving any of them;
		

		
			﻿
		

		
			(i)a petition for the making of a sequestration order against the estate of a
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			person is presented and the petition is not stayed, withdrawn or dismissed within seven days or a person presents a petition against himself or herself;
		

		
			﻿
		

		
			(j)a person presents a declaration of intention under section 54A of the
		

		
			Bankruptcy Act 1966; or
		

		
			﻿
		

		
			(k)anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in relation to a person.
		

		
			﻿
		

		
			Insurance means insurance which a Transaction Party is obliged to take out or maintain under a Transaction Document.
		

		
			﻿
		

		
			Interest Rate means, in relation to a Pricing Period for an Advance until it becomes due and owing, an interest rate equal to the aggregate of the Base Rate for that Pricing Period and the Margin.
		

		
			﻿
		

		
			Interim Compliance Certificate means a certificate in substantially the form set out in schedule 10.
		

		
			﻿
		

		
			Land means any land owned or occupied by a Transaction Party that forms part of the Secured Property.
		

		
			﻿
		

		
			Leasehold Properties means each leasehold property leased by a Transaction Party that is the subject of a mortgage of lease referred to in schedule 3 (including the mortgage of lease described at item 11 of schedule 3).
		

		
			﻿
		

		
			Leverage Ratio means, as at any date, the ratio of:
		

		
			﻿
		

		
			(a)Total Gross Debt outstanding on that date; to
		

		
			(d)Adjusted EBITDA in respect of the 12 month period ending on that date. For the purposes of calculating Leverage Ratio on any date occurring before
		

		
			the first anniversary of Financial Close, Leverage Ratio will be based on a pro forma EBITDA for the 12 month period to that date.
		

		
			﻿
		

		
			Loan to Value Ratio at any date means the ratio (expressed as a percentage) of:
		

		
			﻿
		

		
			(a)the aggregate of the Total Gross Debt outstanding on that date and any Outstanding Accommodation in relation a Current Bank Guarantee as at that date; to
		

		
			﻿
		

		
			(b)the market value of the Freehold Properties and Leasehold Properties included in the Secured Property as noted in the most recent Valuation provided to the Bank pursuant to this document and accepted by the Bank.
		

		
			﻿
		

		
			Management Fees means management and consulting fees payable to Reading International Inc each Financial Year.
		

		
			﻿
		

		
			Margin means in relation to a Pricing Period for an Advance where the Leverage Ratio as shown in the Annual or Interim Compliance Certificate most recently delivered to the Bank (subject to clause 10.6(e)) on or before the first day of the relevant Pricing Period is:
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(a)greater than 3.0 times, 1.30% per annum;
		

		
			﻿
		

		
			(b)greater than 2.5 times but less than or equal to 3.0 times, 1.15% per annum;
		

		
			﻿
		

		
			(c)greater than 2.0 times but less than or equal to 2.5 times, 1.00% per annum; and
		

		
			﻿
		

		
			(d)less than or equal to 2.0 times, 0.85% per annum.
		

		
			﻿
		

		
			Material Adverse Effect means a material adverse effect on:
		

		
			﻿
		

		
			(a)the business, operation, property, condition (financial or otherwise) of a Transaction Party or the Reading Entertainment Australia Group taken as a whole;
		

		
			﻿
		

		
			(b)the ability of a Transaction Party to perform its obligations under the Transaction Documents; or
		

		
			﻿
		

		
			(c)the validity or enforceability of the whole or any material part of any Transaction Document or any rights or remedies of the Bank under the Transaction Documents.
		

		
			﻿
		

		
			Matured means, in relation to a Bank Guarantee, that the Beneficiary has made a claim and is not entitled to claim any more under the relevant Bank Guarantee.
		

		
			﻿
		

		
			Month means a calendar month.
		

		
			﻿
		

		
			Outstanding Accommodation means at any time, the aggregate of:
		

		
			﻿
		

		
			(a)the aggregate of the unpaid Advances outstanding under the Corporate Markets Loan Facility;
		

		
			﻿
		

		
			(b)the Face Values of all Current Bank Guarantees and all Indemnity Amounts in relation to each Bank Guarantee which are due and payable; and
		

		
			﻿
		

		
			(c)for the purposes of clauses 5.5, 10 and 18.14 only and for no other purposes, any other amounts which the Borrower owes to the Bank or which the Borrower may owe to the Bank under or in connection with the Facilities and includes:
		

		
			﻿
		

		
			(i)any other amounts which the Borrower owes to the Bank or which the Borrower may owe to the Bank under or in connection with any Hedging Transaction; and
		

		
			﻿
		

		
			(ii)all interest, costs and fees payable under the Transaction Documents,
		

		
			﻿
		

		
			whether such amounts are owing actually or contingently and whether such amounts are then due for payment or will or may become due for payment and includes all interest, costs and fees payable under the Transaction Documents.
		

		
			﻿
		

		
			When used in relation to any Facility, it means the Outstanding Accommodation in relation to Advances or Drawings under that Facility (as applicable).
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			Overdue Money means money due and payable from time to time under each Transaction Document.
		

		
			﻿
		

		
			Overdue Rate means at any time, the aggregate of the Interest Rate and a default margin of 4.50% per annum.
		

		
			﻿
		

		
			Parent Subordination Agreement means the document entitled ‘subordination deed’ dated on or about the date of this document between the Borrower, Reading International Cinemas LLC and the Bank.
		

		
			﻿
		

		
			Permitted Disposal means a disposal:
		

		
			﻿
		

			
	
			
				 (a)
			

			
	
			
			of assets between the Transaction Parties;




		
			﻿
		

			
	
			
				 (b)
			

			
	
			
			represented by a lease or license of real property granted by a Transaction Party in the ordinary course of business of the Reading Entertainment Australia Group;




		
			﻿
		

			
	
			
				 (c)
			

			
	
			
			of trading stock or cash made in the ordinary course of business;




		
			﻿
		

			
	
			
				 (d)
			

			
	
			
			of plant and equipment in exchange for other assets comparable or superior as to type, value and quality;




		
			﻿
		

			
	
			
				 (e)
			

			
	
			
			of obsolete or redundant assets;




		
			﻿
		

			
	
			
				 (f)
			

			
	
			
			arising as a result of a Permitted Encumbrance of Distribution or payment permitted by clause 9.5(f), clause 9.5(j) or clause 5.4(a)(i);




		
			﻿
		

			
	
			
				 (g)
			

			
	
			
			of assets that are the subject of a floating charge (or its equivalent) under a Collateral Security, provided the disposal is made in the ordinary course of business; 




		
			﻿
		

		
			or
		

		
			﻿
		

			
	
			
				 (h)
			

			
	
			
			where the aggregate value of the assets disposed of in the 12-month period ending on the date of the relevant disposal (and including the value of the relevant disposal) does not exceed $2,000,




		
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			Permitted Encumbrance means:
		

		
			﻿
		

		
			(a)an Encumbrance which has been approved by the Bank (including the Security Interests created by any Transaction Document);
		

		
			﻿
		

		
			(b)any right of set off or combination arising by operation of law or practice over money deposited with a bank or financial institution in the ordinary course of the business of a Transaction Party;
		

		
			﻿
		

		
			(c)an Encumbrance which arises by operation of law in the ordinary course of the business of a Transaction Party provided the debt secured by that Encumbrance is paid when due or contested in good faith by appropriate proceedings;
		

		
			﻿
		

		
			(d)every easement, restrictive covenant, caveat or similar restriction over property, right of way, exception, encroachment, reservation, restriction, condition or limitation which arises in the ordinary course of the ordinary business of the relevant Transaction Party and does not either by itself or in the aggregate materially interfere with or impair the operation or use of a property affected thereby, have a Material Adverse Effect or otherwise restrict or prevent the Bank exercising its rights against any Secured Property under the relevant Collateral Security;
		

		
			﻿
		

		
			(e)every right reserved to, or vested in, any municipality or governmental or other public authority by the terms of any right, power, franchise, grant, licence or permit to control or regulate any part of the property of a Transaction Party, or to use that property in any manner which does not either by itself or in the aggregate materially interfere with or impair the operation or the use thereof, have a Material Adverse Effect or otherwise restrict or prevent the Bank exercising its rights against any Secured Property under the relevant Collateral Security;
		

		
			﻿
		

		
			(f)every Encumbrance incurred or deposits made in the ordinary course of ordinary business to secure the performance of tenders, statutory obligations, surety bonds, bids, leases, government contracts, performance and return of money bonds (provided that such Encumbrances do not restrict or prevent the Bank exercising its rights against any Secured Property under the relevant Collateral Security) or in connection with workers’ compensation, unemployment insurance and other types of social security;
		

		
			﻿
		

		
			(g)every Encumbrance incurred or deposit made in the ordinary course of the business of a Transaction Party in respect of a leasehold property, the purchase of assets or the use of utilities, provided that:
		

		
			﻿
		

		
			(iii)in relation to an Encumbrance incurred or deposit made in respect of the purchase of assets which secures an aggregate amount greater than $250,000 the Bank has given prior written consent to the Borrower; and
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(iv)the recourse of the holder of that Encumbrance is limited to the leasehold interest, the assets purchased or use of utilities and the proceeds of enforcement of the Encumbrance.
		

		
			﻿
		

		
			(h)every retention of title arrangement in respect of trading stock acquired or to be acquired by a Transaction Party in the ordinary course of business;
		

		
			﻿
		

		
			(i)any easement, caveat or other restriction in relation to a Freehold Property that would be apparent from a title search conducted before the date of this document
		

		
			﻿
		

		
			Permitted Financial Accommodation means:
		

		
			﻿
		

		
			(a)financial accommodation granted by a Transaction Party to another Transaction Party;
		

		
			﻿
		

		
			(b)any trade credit extended by a Transaction Party to its customers on normal commercial terms and in the ordinary course of business; or
		

		
			﻿
		

		
			(c)any other financial accommodation granted with the prior consent of the Bank.
		

		
			﻿
		

		
			Permitted Financial Indebtedness means:
		

		
			﻿
		

		
			(a)trade debt incurred in the ordinary course of business of the Transaction Parties;
		

		
			﻿
		

		
			(b)Financial Indebtedness incurred under the Transaction Documents;
		

		
			﻿
		

		
			(c)Financial Indebtedness owing from one Transaction Party to another Transaction Party;
		

		
			﻿
		

		
			(d)any Subordinated Debt;
		

		
			﻿
		

		
			(e)a $225,000 loan from the landlord of the Westlakes Cinema property;
		

		
			﻿
		

		
			(f)a $400,000 loan from the landlord of the Rhodes Cinema property;
		

		
			﻿
		

		
			(g)Financial Indebtedness arising under any performance or similar bond guaranteeing performance by a Transaction Party under any contract entered into in the ordinary course of business;
		

		
			﻿
		

		
			(h)Financial Indebtedness arising under a guarantee given to a landlord in respect of a lease entered into by a Transaction Party;
		

		
			﻿
		

		
			(i)Financial Indebtedness under finance or capital leases of vehicles, plant, equipment or computers; and
		

		
			﻿
		

		
			(j)Financial Indebtedness not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed $2,000,000
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			in aggregate for the Transaction Parties at any time.
		

		
			﻿
		

		
			PPS Act means the Personal Property Securities Act 2009 (Cth).
		

		
			﻿
		

		
			PPS property means all property (other than Excluded Property) over which the Borrower or a Security Provider is legally capable under the PPS Act of granting a security interest.
		

		
			﻿
		

		
			Potential Event of Default means any thing which, with the giving of notice, lapse of time or determination of materiality, will constitute an Event of Default.
		

		
			﻿
		

		
			Pricing Period means, in relation to an Advance under the Corporate Markets Loan Facility, the period having the duration selected in accordance with clause 6.1 and beginning on the Funding Date in relation to the Advance.
		

		
			﻿
		

		
			Quarter means each three month period ending on 31 March, 30 June, 30 September and 31 December in each year.
		

		
			﻿
		

		
			Reading Entertainment Australia Group means, at any time, the Borrower and any subsidiary of the Borrower and Reading Entertainment Australia Group Member means any one of them.
		

		
			﻿
		

		
			Release Date means the Business Day following the later of:
		

		
			﻿
		

		
			(a)the latest of the Expiry Dates of all Current Bank Guarantees; and
		

		
			﻿
		

		
			(b)the date on which the Bank is satisfied in its reasonable opinion that it has been paid all amounts which are then or may in the future become due and payable to the Bank under any of the Transaction Documents and that there is no prospect that any amounts which the Bank has received in relation to any of the Transaction Documents will subsequently be made void or be required to be repaid in whole or in part.
		

		
			﻿
		

		
			Relevant Jurisdiction means Victoria.
		

		
			﻿
		

		
			Receiver means a receiver or receiver and manager appointed by the Bank under any Transaction Document and any person who derives a right directly or indirectly from a Receiver.
		

		
			﻿
		

		
			Reference Banks means each of Australia and New Zealand Banking Group Limited, Commonwealth Bank of Australia and Westpac Banking Corporation, or any other banks or financial institutions determined by the Bank from time to time following consultation with the Borrower.
		

		
			﻿
		

		
			Regulatory Event means any:
		

		
			﻿
		

		
			(a)change in, or introduction of a new, law or other form of regulation;
		

		
			﻿
		

		
			(b)change in, or introduction of a new, practice or policy of an Government Body;
		

		
			﻿
		

		
			(c)investigation into a Transaction Party or any related entity of a Transaction Party by a Government Body;
		

		
			﻿
		

		
			(d)application for or grant of an injunction or order in respect of any Encumbrance, Facility or account held with the Bank made by a Government Body, or
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(e)change in, or introduction of a new, code of practice or custom relating to the provision of the Services which a reasonable and prudent banker would comply with,
		

		
			﻿
		

		
			whether in Australia or elsewhere, that, in the Bank’s good faith opinion, applies in any way to a Transaction Party, or the Service.
		

		
			﻿
		

		
			Representative of a person means an officer, employee, contractor or agent of that person.
		

		
			﻿
		

		
			Reset Margin means the reset margin (if any) applicable if a Pricing Period is, or becomes, shorter than three months, as determined in accordance with clause 6.6. It is 0.08% per annum (indicatively).
		

		
			﻿
		

		
			Restatement Deed means the document entitled ‘Restatement Deed’ executed in December 2015 between the Bank and the Transaction Parties.
		

		
			﻿
		

		
			Review Event means any event or circumstance described in clause 10.4.
		

		
			﻿
		

		
			Revolving Tranche means at any time, the aggregate of the unpaid Advances outstanding under the Corporate Markets Loan Facility at that time less the Term Tranche at that time.
		

		
			﻿
		

		
			Secured Property means all property which, from time to time, is subject to a Security which forms part of the Collateral Security.
		

		
			﻿
		

		
			Security means any document or transaction which reserves or creates a Security Interest.
		

		
			﻿
		

		
			Security Interest means any interest or right which secures the payment of a debt or other monetary obligation or the compliance with any other obligation. It includes any retention of title to any property and any right to set off or withhold payment of any deposit or other money.
		

		
			﻿
		

		
			Security Provider means each person who gives a Collateral Security (other than a related body corporate of the Bank).
		

		
			﻿
		

		
			Service means any service the Bank provides to the Borrower under or in relation to a Facility including making or processing any payment or issuing any document.
		

		
			﻿
		

		
			Subordinated Debt means:
		

		
			﻿
		

		
			(a)Financial Indebtedness that is or may become owing by the Borrower to Reading International Cinemas, LLC, that is fully subordinated on the terms set out in the Parent Subordination Agreement; and
		

		
			﻿
		

		
			(b)Financial Indebtedness that is or may become owing by a Transaction Party to Reading International Inc (or any subsidiary or affiliate of Reading International Inc) that is fully subordinated on substantially the same terms (except for the name and other details of the subordinated lender) as those set out in the Parent Subordination Agreement.
		

		
			﻿
		

		
			Tax means a tax (including any tax in the nature of a goods and services tax), rate, levy, impost or duty (other than a tax on the net overall income of the Bank) and any interest, penalty, fine or expense relating to any of them.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			Term Tranche means the first $40,000,000 of the unpaid Advances outstanding under the Corporate Markets Loan Facility on the ‘Amendment 
		

		
			Date’ as defined i n the Amendment Deed , as that amount may be reduced from time to time in accordance with clause 5.6.
		

		
			﻿
		

		
			Termination Date means, in respect of each Facility, the Termination Date set out in schedule 2, or such other date agreed in writing by the parties.
		

		
			﻿
		

		
			Total Gross Debt means, on any date, all Financial Indebtedness of the Reading Entertainment Australia Group, but excluding any Excluded Financial Indebtedness.
		

		
			﻿
		

		
			Total Lease Payments means the aggregate amount of all rental expenditure of the Reading Entertainment Australia Group, other than rental expenditure payable to any Transaction Party, calculated in accordance with Accounting Standards, for that period.
		

		
			﻿
		

		
			Transaction Documents means:
		

		
			﻿
		

		
			(a)this document;
		

		
			﻿
		

		
			(b)not used;
		

		
			﻿
		

		
			(c)each Guarantor Accession Deed;
		

		
			﻿
		

		
			(d)the Collateral Security;
		

		
			﻿
		

		
			(e)the Parent Subordination Agreement;
		

		
			﻿
		

		
			(f)the ISDA Master Agreement dated 17 June 2011 between the Bank and the Borrower, as amended from time to time;
		

		
			﻿
		

		
			(g)each deed of consent referred to in item 12 (Deed of consent) of schedule 3 upon it being executed by the relevant parties;
		

		
			﻿
		

		
			(h)any agreement relating to the priority of any Security which is a Collateral Security;
		

		
			﻿
		

		
			(i)any document which the Borrower and the Bank agree is a Transaction Document for the purposes of this document; and
		

		
			﻿
		

		
			(j)each document entered into for the purpose of amending, novating, restating or replacing any of them.
		

		
			﻿
		

		
			Transaction Parties means the Borrower and each Guarantor.
		

		
			﻿
		

		
			Trust means, in relation to any Transaction Party that enters into a Transaction Document in the capacity as trustee of a trust, the relevant trust.
		

		
			﻿
		

		
			Trust Deed means, in relation to a Trust, the trust deed or other document which establishes or evidences that Trust.
		

		
			﻿
		

		
			Trustee means a Transaction Party that enters into a Transaction Document acting as the trustee of a Trust.
		

		
			﻿
		

		
			Valuation means a valuation of the Freehold Properties or leasehold properties included in the Secured Property addressed to the Bank, by an Approved Valuer in form and substance satisfactory to the Bank in all respects.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			Verification Certificate means a certificate in substantially the form set out in
		

		
			schedule 6.
		

		
			﻿
		

		
			1.2Construction
		

		
			Unless expressed to the contrary, in this document:
		

		
			﻿
		

		
			(a)words in the singular include the plural and vice versa;
		

		
			﻿
		

		
			(b)any gender includes the other genders;
		

		
			﻿
		

		
			(c)if a word or phrase is defined its other grammatical forms have corresponding meanings;
		

		
			﻿
		

		
			(d)“includes” means includes without limitation;
		

		
			﻿
		

		
			(e)no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it; and
		

		
			﻿
		

		
			(f)a reference to:
		

		
			﻿
		

		
			(i)a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;
		

		
			﻿
		

		
			(ii)a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation;
		

		
			﻿
		

		
			(iii)any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;
		

		
			﻿
		

		
			(iv)an obligation includes a representation or warranty and a reference to a failure to comply with an obligation includes a breach of representation or warranty;
		

		
			﻿
		

		
			(v)a right includes a benefit, remedy, discretion or power;
		

		
			﻿
		

		
			(vi)time is to local time in Melbourne;
		

		
			﻿
		

		
			(vii)“$” or “dollars” is a reference to Australian currency;
		

		
			﻿
		

		
			(viii)this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties;
		

		
			﻿
		

		
			(ix)writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;
		

		
			﻿
		

		
			(x)any thing (including any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;
		

		
			﻿
		

		
			(xi)this document includes all schedules and annexures to it; and
		

		
			﻿
		

		
			(xii)a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			﻿
		

		
			﻿
		

		
			1.3Headings
		

		
			Headings do not affect the interpretation of this document.
		

		
			﻿
		

		
			1.4Corporations Act, GST and Accounting Standards
		

		
			Unless expressed to the contrary:
		

		
			﻿
		

		
			(a)“control”, “controller”, “corporation”, “disclosing entity”, “holding
		

		
			company”, “marketable security”, “prospective liability”, “public company”, “related body corporate” and “subsidiary” each has the meaning which it is defined to have in the Corporations Act;
		

		
			﻿
		

		
			(b)“adjustment event”, “consideration”, “GST”, “input tax credit”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is defined to have in the A New Tax System (Goods and Services Tax) Act 1999; and
		

		
			﻿
		

		
			(c)“economic entity”, “entity” and “finance lease” each has the meaning which it has in the Accounting Standards.
		

		
			﻿
		

		
			(d)terms have the meanings given to them in the PPS Act.
		

		
			﻿
		

		
			1.5Subsisting Events of Default and Potential Events of Default
		

		
			(a)An Event of Default subsists if it has occurred and has not been waived by the Bank in accordance with this document or remedied.
		

		
			﻿
		

		
			(b)A Potential Event of Default subsists if it exists and has not been waived by the Bank in accordance with this document or remedied.
		

		
			﻿
		

		
			1.6Not used
		

		
			﻿
		

		
			1.7Inconsistency
		

		
			If there is any inconsistency between this document and any other Transaction Document, then this document prevails to the extent of that inconsistency.
		

		
			﻿
		

		
			﻿
		

		
			2Consideration
		

		
			The Borrower enters into this document in consideration of the Bank agreeing to make the Facility available in accordance with this document.
		

		
			﻿
		

		
			﻿
		

		
			3Conditions precedent
		

		
			﻿
		

		
			3.1Not used
		

		
			﻿
		

		
			3.2Conditions precedent to Advances and Drawings
		

		
			The obligation of the Bank to make any Advances or Drawings is subject to the further conditions precedent that the Bank is satisfied in its absolute discretion that:
		

		
			﻿
		

		
			(a)the representations and warranties set out in clause 8.1 are correct and in all material respects not misleading in any material respect when the Funding Notice is given and on the Funding Date;
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			(b)all fees and charges then due and payable in connection with the Facility have been paid (including the Restructure Fee set out in clause 9.1(a)); and
		

		
			﻿
		

		
			(c)no Event of Default or Potential Event of Default subsists when the Funding Notice is given and on the Funding Date.
		

		
			﻿
		

		
			﻿
		

		
			4Facility
		

		
			﻿
		

		
			4.1Nature
		

		
			(a)Subject to clauses 3 and 10.2, the Bank will make available:
		

		
			﻿
		

		
			(i)the revolving Corporate Markets Loan Facility under which it will make Advances; and
		

		
			﻿
		

		
			(ii)the Bank Guarantee Facility under which it will issue Bank Guarantees at the request of the Borrower, in accordance with this document.
		

		
			﻿
		

		
			(b)The Borrower may request one or more Advances and Drawings in accordance with this clause 4, but so that the Outstanding Accommodation under each Facility does not at any time exceed the relevant Facility Limit.
		

		
			﻿
		

		
			4.2Purpose
		

		
			The Borrower must only use Advances and Drawings under each Facility for the relevant purposes set out in schedule 2, and the Borrower must promptly repay to the Bank all Advances and Drawings not used for these purposes.
		

		
			﻿
		

		
			4.3Advances and Drawings
		

		
			(a)The Borrower may request an Advance or a Drawing by giving a Funding Notice to the Bank by 11.00 am at least one clear Business Day before the date the proposed Advance or Drawing is required.
		

		
			﻿
		

		
			(b)An Advance under the Corporate Markets Loan Facility must not be for an amount which, when added to the Outstanding Accommodation (if any) under that Facility, causes the Facility Limit for that Facility to be exceeded. In determining with an Advance will cause the Facility Limit to be exceeded:
		

		
			﻿
		

		
			(i)the amount of all Advances repaid on the Funding Date are excluded from the calculation of the Outstanding Accommodation; and
		

		
			﻿
		

		
			(ii)the aggregate amount of all other Advances which the Borrower has requested to be made on the same Funding Date are included in that calculation.
		

		
			﻿
		

		
			(c)The Aggregate Amount of a Drawing under the Bank Guarantee Facility must not, when added to the Outstanding Accommodation (if any) under
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			﻿
		

		
			﻿
		

		
			that Facility, cause the Facility Limit for that Facility to be exceeded at any time during the Funding Period. In determining whether the Aggregate Amount of a Drawing will cause the Facility Limit to be exceeded:
		

		
			﻿
		

		
			(i)the Face Value of all Bank Guarantees under a Facility which will mature on the Funding Date for the relevant Drawing are excluded from the calculation of the Outstanding Accommodation; and
		

		
			﻿
		

		
			(ii)the Aggregate Amount of all other Drawings which the Borrower has requested to be made under the same Facility and on the same Funding Date are included in that calculation.
		

		
			﻿
		

		
			(d)The Bank is only obliged to make Advances or accept any Drawings during the Availability Period.
		

		
			﻿
		

		
			4.4Funding Notices
		

		
			(a)A Funding Notice must:
		

		
			﻿
		

		
			(i)be substantially in the form of schedule 7;
		

		
			﻿
		

		
			(ii)be signed by an Authorised Representative of the Borrower;
		

		
			﻿
		

		
			(iii)specify the proposed Funding Date which must be a Business Day during the Availability Period;
		

		
			﻿
		

		
			(iv)specify the amount of the proposed Advance or the Aggregate Amount of the proposed Drawing;
		

		
			﻿
		

		
			(v)specify the duration of the Pricing Period for each Advance; and
		

		
			﻿
		

		
			(vi)in the case of any Drawing, specify whether the Drawing is:
		

		
			﻿
		

		
			(A)to comprise the issue of a new Bank Guarantee, and if so, also specify the date to be shown as the Expiry Date, the person to be named as the Beneficiary and the Face Value of each requested Bank Guarantees; or
		

		
			﻿
		

		
			(B)deemed to comprise an existing bank guarantee that prior to the date of this document has been issued by the Bank at the request of the Borrower and, if so, specify the date shown as the Expiry Date, the person named as the Beneficiary and the Face Value of that bank guarantee.
		

		
			﻿
		

		
			(b)The requirement of a Funding Notice is for the benefit of the Bank. The Bank may waive the requirement at any time and in any manner.
		

		
			﻿
		

		
			(c)A Funding Notice is irrevocable from the time of its actual receipt in legible form by the Bank.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			4.5Not used
		

		
			﻿
		

		
			4.6Not used
		

		
			﻿
		

		
			4.7Not used
		

		
			﻿
		

		
			4.8Bank Guarantee Facilities
		

		
			In the case of the Bank Guarantee Facility on the Funding Date specified in the Funding Notice:
		

		
			﻿
		

		
			(a)the Bank must for the purposes of a Drawing contemplated under clause 4.4(a)(vi)(A), issue each Bank Guarantee requested in the Funding Notice in accordance with that Funding Notice; or
		

		
			﻿
		

		
			(b)the parties agree that for the purposes of a Drawing contemplated under clause 4.4(a)(vi)(B), the existing bank guarantee referred to in the Funding Notice is deemed to be a Bank Guarantee issued in accordance with the Bank Guarantee Facility and that Funding Notice.
		

		
			﻿
		

		
			4.9Cancellation
		

		
			The Borrower may cancel the Available Commitment or any part of it (being
		

		
			$100,000 or an integral multiple of that amount) by giving 30 Business Days’ notice to the Bank specifying the amount to be cancelled and the date on which the cancellation takes effect. The cancellation takes effect on the date  specified in the notice (which must be a date not earlier than five Business  Days after the date the Bank receives the notice).
		

		
			﻿
		

		
			4.10Market disruption
		

		
			(a)If the Bank determines that a Market Disruption Event occurs or has occurred in relation to an Advance, then the Bank will promptly notify the Borrower, and the Interest Rate on that Advance for that Pricing Period will be the rate per annum which is the sum of:
		

		
			﻿
		

		
			(i)the Margin for the Advance; and
		

		
			﻿
		

		
			(ii)the rate notified to the Borrower as soon as practicable and in any event no later than the Business Day before interest is due to be paid in respect of that Pricing Period, to be that which expresses as a percentage rate per annum the cost to the Bank of funding that Advance from whatever source or sources the Bank may reasonably select.
		

		
			﻿
		

		
			(b)For the purposes of clause 4.10(a):
		

		
			﻿
		

		
			(i)Market Disruption Event means:
		

		
			﻿
		

		
			(A)at or about the time on the day (Quotation Day) for the Bank to determine the Screen Rate for the relevant currency and Pricing Period, the Screen Rate is not available and the Bank is unable to specify another page or service displaying an appropriate rate; or
		

		
			﻿
		

		
			(B)in relation to an Advance, before 5pm (local time) on the Business  Day  after  the  Quotation  Day  for  the  relevant
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			﻿
		

		
			﻿
		

		
			period, the Bank notifies the Borrower, that as a result of market circumstances not limited to the Bank the cost to the Bank of funding the Advance exceeds the Screen Rate.
		

		
			﻿
		

		
			(ii)Screen Rate means the rate specified in paragraph (a) of the definition of “Base Rate”.
		

		
			﻿
		

		
			4.11Alternative basis of interest or funding
		

		
			If a Market Disruption Event occurs and the Bank or the Borrower so requires, the Bank and the Borrower will enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or discount.
		

		
			﻿
		

		
			4.12Pricing Review Events
		

		
			(a)The Bank has the right to review the pricing applicable to a Facility (Review):
		

		
			﻿
		

		
			(i)at any time if the Bank reasonably believes that an Event of
		

		
			Default subsists;
		

		
			﻿
		

		
			(ii)at any time:
		

		
			﻿
		

		
			(A)a change occurs in the financial markets which affects financial institutions generally; and/or
		

		
			﻿
		

		
			(B)a general change occurs in the cost of funds in the financial markets in which the Bank raises funds (not being a change resulting from a change in the Bank’s credit rating or any other matter relating specifically to the Bank).
		

		
			﻿
		

		
			(b)The Bank may request the Borrower to provide information in connection with a Review and the Borrower must provide such information as soon as possible following receipt of the request.
		

		
			﻿
		

		
			4.13Consequences of a Pricing Review
		

		
			(a)Following a Review, the Bank may, by giving written notice to the Borrower and/or by way of advertisement in the local or national press:
		

		
			﻿
		

		
			(i)introduce a new fee, charge or premium or change an existing fee, charge or premium (including its amount, the way in which it is calculated and when it is charged); and
		

		
			﻿
		

		
			(ii)change the acceptance margin, line fee, interest rate or yield rate applicable to a Facility including by changing or introducing a margin (including by making the margin positive or negative), or substituting a different indicator rate for the relevant indicator rate (except where the rate is a fixed rate).
		

		
			﻿
		

		
			(b)Where the Bank gives the Borrower notice under clause 4.10(a) by way of advertisement in the local or national press, the Bank will also endeavour to directly notify the Borrower of the change although the Bank will not be precluded from charging the new or adjusted pricing if it
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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		does not directly notify the Borrower.
		

		
			﻿
		

		
			(c)An introduction or change of a matter specified in clause 4.10(a) takes effect on the date specified in the relevant notice to the Borrower (which must be at least 30 days after the date on which the notice is given to the Borrower).
		

		
			﻿
		

		
			5Payments
		

		
			﻿
		

		
			5.1Not used
		

		
			﻿
		

		
			5.2Voluntary prepayments
		

		
			(a)In relation to any Advance, the Borrower:
		

		
			﻿
		

		
			(i)may prepay any Advance or a part of it (being a minimum of
		

		
			$100,000 or an integral multiple of that amount) by giving 5 Business Days’ notice to the Bank specifying the amount to be prepaid and the date on which the prepayment will be made;
		

		
			﻿
		

		
			(ii)may, subject to clause 4.3, redraw any amount prepaid in accordance with this clause 5.2 which forms part of the Revolving Tranche; and
		

		
			﻿
		

		
			(iii)must make any prepayment under this document together with accrued interest on the amount prepaid, any fees payable under clause 9.1 and any Break Costs, but otherwise without premium or penalty.
		

		
			﻿
		

		
			(b)The Borrower may reimburse or repay the Face Value in respect of any Current Bank Guarantee by:
		

		
			﻿
		

		
			(i)providing to the Bank, cash collateral (on terms satisfactory to the Bank and subject to clause 10.3) in an amount not less than the Face Value of the Bank Guarantee; or
		

		
			﻿
		

		
			(ii)cancelling that Bank Guarantee by returning the original to the Bank together with written confirmation from the Beneficiary that the Bank has no further liability under that Bank Guarantee.
		

		
			﻿
		

		
			5.3Indemnity in respect of Bank Guarantees
		

		
			(a)Without limiting clause 12.1, the Borrower indemnifies the Bank against any liability, loss, cost or expense sustained or incurred in relation to any Bank Guarantee or as a direct or indirect consequence of any claim made or purported to be made under any Bank Guarantee, or anything done by any person who is or claims to be entitled to the benefit of a Bank Guarantee.
		

		
			﻿
		

		
			(b)Without limiting clause 5.3(a), the Borrower must pay to the Bank all amounts claimed by or paid to any Beneficiary in relation to any Bank Guarantee (whether or not the Beneficiary was entitled to make that claim or the Bank was required to make that payment), including any payment made by the Bank under clause 10.2(a)(iv)(B).
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			(c)The Borrower’s obligations under clause 5.40 and (a) are absolute and unconditional. They are not affected by any reduction, termination or other impairment by set-off, deduction, abatement, counterclaim, agreement, defence, suspension, deferment or otherwise.
		

		
			﻿
		

		
			(d)The Borrower is not released, relieved or discharged from any obligation under this document, nor will such obligation be prejudiced or affected for any reason, including:
		

		
			﻿
		

		
			(i)any falsity, inaccuracy, insufficiency or forgery of or in any demand, certificate or declaration or other document which on its face purports to be signed or authorised under a Bank Guarantee;
		

		
			﻿
		

		
			(ii)any failure by the Bank to enquire whether a cable, telex or other notification was inaccurately transmitted, received or given by an unauthorised person (other than where such failure occurs due to the wilful default or fraud of the Bank);
		

		
			﻿
		

		
			(iii)the impossibility or illegality of performance of, or any invalidity of or affecting, any Transaction Document or Bank Guarantee or any other document;
		

		
			﻿
		

		
			(iv)any act of any Government Body or arbitrator including any law, judgment, decree or order at any time in effect in any jurisdiction affecting any Transaction Document or Bank Guarantee or any document delivered under a Transaction Document;
		

		
			﻿
		

		
			(v)any failure to obtain any consent, license or other authorisation necessary or desirable in connection with any Transaction Document or any Bank Guarantee; or
		

		
			﻿
		

		
			(vi)any other cause or circumstance, foreseen or unforeseen, whether or not similar to any of the above, affecting any Transaction Document or Bank Guarantee or any transaction under a Transaction Document or Bank Guarantee,
		

		
			﻿
		

		
			(vii)and the Bank need not inquire into any of these matters.
		

		
			﻿
		

		
			(e)The Bank is irrevocably authorised and directed by the Borrower to pay immediately against a demand appearing or purporting to be made by or on behalf of a Beneficiary, any sums up to the Face Value of a Bank Guarantee which may be demanded from the Bank from time to time without any reference to or any necessity for confirmation or verification on the part of the Borrower, and notwithstanding any instructions from the Borrower to the contrary.
		

		
			﻿
		

		
			(f)The obligations of the Borrower will not be affected or in any way limited by any falsity, inaccuracy, insufficiency or forgery of or in any notice or demand pursuant to any liability or the failure of the Bank to enquire (other than where such failure arises due to the wilful default or fraud of the Bank) whether any notice or demand has been inaccurately transmitted or received from any cause whatsoever or has been given or sent by an unauthorised person.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			5.4Mandatory prepayments
		

		
			Unless the Bank otherwise agrees, if any of the assets, business or  undertaking of any Transaction Party is the subject of any Disposal (other than a Permitted Disposal) the Borrower must apply or ensure is applied an amount equal to the cash or equivalent proceeds received by the Transaction Party from the Disposal net of reasonable transaction costs and Taxes in  prepayment of Outstanding Accommodation or at the Borrower’s election, in permanent reduction of the unused portion of one or more of the Facility Limits.
		

		
			﻿
		

		
			﻿
		

		
			5.5Repayment
		

		
			Subject to clause 10.2 and clause 10.3, each Borrower must:
		

		
			﻿
		

		
			(a)repay the Outstanding Accommodation in respect of each Facility on the Termination Date in respect of that Facility; and
		

		
			﻿
		

		
			(b)subject to clause 6, and any other provision in a Transaction Document that provides otherwise, pay any other amounts payable in connection with the Transaction Documents, to the Bank on demand.
		

		
			﻿
		

		
			﻿
		

		
			5.6Tranches
		

		
			Amounts repaid or prepaid which form part of the Term Tranche may not be redrawn, and the Facility Limit in respect of the Corporate Markets Loan Facility will be reduced by the aggregate amount of such repayments or prepayments.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			6Interest and fees
		

		
			﻿
		

		
			6.1Pricing Periods
		

		
			(a)Subject to clause 6.1(c), the Pricing Period for each Advance must be a period of 30, 60 or 90 days or six Months or another period agreed by the Bank.
		

		
			﻿
		

		
			(b)Subject to clause 6.1(c), the first Pricing Period for an Advance commences on its Funding Date and will have the duration specified in the relevant Funding Notice. Each subsequent Pricing Period for the Advance:
		

		
			﻿
		

		
			(i)commences on the day after the preceding Pricing Period for the Advance expires; and
		

		
			﻿
		

		
			(ii)is a period notified by the Borrower to the Bank at least two Business Days before the last day of the current Pricing Period, but if the Borrower does not give notice, is of the same duration as the Pricing Period which immediately precedes it.
		

		
			﻿
		

		
			(c)A Pricing Period:
		

		
			﻿
		

		
			(i)which would otherwise end on a day which is not a Business Day ends on the next Business Day and a Pricing Period which would otherwise end after the Termination Date ends on the Termination Date. For the avoidance of doubt, if a Pricing Period ends on a day that is not followed by a Business Day, the Bank may extend that Pricing Period accordingly (except where this would be contrary to clause 6.1(c)(ii), in which case the Bank may shorten the Pricing Period); and
		

		
			﻿
		

		
			(ii)May be adjusted by the Bank where necessary so that:
		

		
			﻿
		

		
			(A)a Pricing Period starts on a Business Day;
		

		
			﻿
		

		
			(B)all Advances will have the same Pricing Period;
		

		
			﻿
		

		
			(C)a Pricing Period does not end after the Termination Date; and
		

		
			﻿
		

		
			(D)if a new Advance is made during a Pricing Period for an existing Advance, the first Pricing Period for that new Advance ends on the same day as the Pricing Period for the existing Advance.
		

		
			﻿
		

		
			6.2Payment and rate
		

		
			(a)In respect of the Corporate Markets Loan Facility:
		

		
			﻿
		

		
			(i)interest for each day is calculated by applying the Daily Interest Rate to the Advance at the end of that day (excluding any amount to which the Overdue Rate applies); and
		

		
			﻿
		

		
			(ii)the Borrower must pay accrued interest in respect of:
		

		
			﻿
		

		
			(A)each Pricing Period, on the First Business Day  after the
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			expiry of that Pricing Period; and
		

		
			﻿
		

		
			(B)the last Pricing Period, for the period up to and including the Termination Date, on the Termination Date.
		

		
			﻿
		

		
			(b)The Borrower must pay interest on Overdue Money, and such interest must be paid on demand by the Bank.
		

		
			﻿
		

		
			(c)The interest rate on Overdue Money will be the Overdue Rate.
		

		
			﻿
		

		
			6.3Computation of interest
		

		
			Interest will:
		

		
			﻿
		

		
			(a)accrue from day to day;
		

		
			﻿
		

		
			(b)be computed from and including the day when the money on which interest is payable becomes owing to the Bank by the Borrower until but excluding the day of payment of that money; and
		

		
			﻿
		

		
			(c)be calculated on the actual number of days elapsed on the basis of a 365 day year.
		

		
			﻿
		

		
			6.4Capitalisation of interest
		

		
			The Bank may:
		

		
			﻿
		

		
			(a)capitalise, on a monthly or other periodical basis as the Bank determines, any part of any interest which becomes due and payable and interest is payable in accordance with this document on capitalised interest; and
		

		
			﻿
		

		
			(b)continue to capitalise interest despite:
		

		
			﻿
		

		
			(i)that as between the Bank and the Borrower the relationship of Bank and customer has ceased;
		

		
			﻿
		

		
			(ii)any composition agreed to by the Bank;
		

		
			﻿
		

		
			(iii)any judgment or order against the Borrower; or
		

		
			﻿
		

		
			(iv)any other thing.
		

		
			﻿
		

		
			6.5Merger
		

		
			If the liability of the Borrower to pay to the Bank any money payable under a Transaction Document becomes merged in any deed, judgment, order or other thing, the Borrower must pay interest on the amount owing from time to time under that deed, judgment, order or other thing at the higher of the rate payable under the Transaction Documents and that fixed by or payable under that deed, judgment, order or other thing.
		

		
			﻿
		

		
			6.6Reset Margin
		

		
			﻿
		

		
			(a)The Borrower must pay a Reset Margin where a Pricing Period is, or becomes, shorter than 3 months.
		

		
			﻿
		

		
			(b)The Reset Margin (if any) for a Pricing Period:
		

		
			﻿
		

			
	
			
				 (i)
			

			
	
			
			will be determined by the Bank on the commencement of that period;





		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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		﻿
		

			
	
			
				 (ii)
			

			
	
			
			will be advised to the Borrower in writing shortly after the commencement of that period; and




		
			﻿
		

			
	
			
				 (iii)
			

			
	
			
			Will be fixed for that period.




		
			﻿
		

		
			(c)Subject to clause 6.6(b), if a Reset Margin is applicable to a Facility, the Bank may vary the rate of the Reset Margin from time to time (and any rate set out in this document is indicative only). The Bank publishes Reset Margin rates periodically on nab.com.au.
		

		
			﻿
		

		
			(d)The Reset Margin will be payable in arrears:
		

		
			﻿
		

			
	
			
				 (i)
			

			
	
			
			on the first Business Day following the end of each Pricing Period that is shorter than 3 months;




		
			﻿
		

			
	
			
				 (ii)
			

			
	
			
			on the Termination Date of the relevant Facility; and




		
			﻿
		

			
	
			
				 (iii)
			

			
	
			
			upon the early repayment or all or part of the relevant Advance.




		
			﻿
		

		
			(e) The Reset Margin is calculated on a daily basis on the outstanding principal amount of the relevant Advance on the basis of a 365 day year and the actual number of days elapsed.
		

		
			﻿
		

		
			7Payments
		

		
			﻿
		

		
			7.1Place, manner and time of payment
		

		
			Each Transaction Party must make payments to the Bank under the Transaction Documents:
		

		
			﻿
		

		
			(a)at the address specified in clause 19.3 or at such other place reasonably required by the Bank;
		

		
			﻿
		

		
			(b)in a manner reasonably required by the Bank;
		

		
			﻿
		

		
			(c)by 11.00 am local time in the place where payment is required to be made; and
		

		
			﻿
		

		
			(d)in immediately available funds and without set-off, counter claim, condition or, unless required by law, deduction or withholding.
		

		
			﻿
		

		
			7.2Gross-up
		

		
			If a Transaction Party is required by law to deduct or withhold Taxes from any payment it must:
		

		
			﻿
		

		
			(a)make the required deduction and withholding;
		

		
			﻿
		

		
			(b)pay the full amount deducted or withheld in accordance with the relevant law;
		

		
			﻿
		

		
			(c)deliver to the Bank an original receipt for each payment; and
		

		
			﻿
		

		
			(d)pay an additional amount with such payment so that, after all applicable deductions or withholdings, the Bank actually receives for its own benefit the full amount which would have been payable to the Bank if no
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
			deduction or withholding had been required.
		

		
			﻿
		

		
			7.3Appropriation
		

		
			Subject to any express provision to the contrary in any Transaction Document, the Bank may appropriate any payment towards the satisfaction of any money due for payment by the Borrower in relation to a Transaction Document in any way that the Bank thinks fit and despite any purported appropriation by the Borrower.
		

		
			﻿
		

		
			﻿
		

		
			8Representations and warranties
		

		
			﻿
		

		
			8.1Nature
		

		
			Each Transaction Party represents and warrants that:
		

		
			﻿
		

		
			(a)duly incorporated:  if it purports to be a corporation, it is duly incorporated in accordance with the laws of its place of incorporation, validly exists under those laws and has the capacity to sue or be sued in its own name and to own its property and conduct its business as it is being conducted;
		

		
			﻿
		

		
			(b)capacity:  it has capacity unconditionally to execute and deliver and comply with its obligations under the Transaction Documents;
		

		
			﻿
		

		
			(c)action taken:  it has taken all necessary action to authorise the unconditional execution and delivery of, and the compliance with its obligations under, the Transaction Documents to which it is a party;
		

		
			﻿
		

		
			(d)binding obligations:  each Transaction Document constitutes the valid and legally binding obligations of, and is enforceable against it by the Bank in accordance with its terms (subject to any necessary stamping or registration and to equitable principles and insolvency laws);
		

		
			﻿
		

		
			(e)priority: each Security Interest which each Transaction Document purports to create exists and has the priority which the Bank has agreed to (subject to any necessary stamping and registration);
		

		
			﻿
		

		
			(f)authorisations: each authorisation from, and filing and registration with, a Government Body necessary to enable it to unconditionally execute and deliver and comply with its obligations under the Transaction Documents to which it is a party has been obtained, effected and complied with;
		

		
			﻿
		

		
			(g)no contravention:  the unconditional execution and delivery of, and compliance with its obligations by it under, the Transaction Documents to which it is a party do not:
		

		
			﻿
		

		
			(i)contravene any law to which it or any of its property is subject or any order or directive from a Government Body binding on it or any of its property;
		

		
			﻿
		

		
			(ii)contravene its constituent documents;
		

		
			﻿
		

		
			(iii)contravene any agreement or instrument to which it is a party;
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			﻿
		

		
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			﻿
		

		
			(iv)contravene any obligation it has to any other person; or
		

		
			﻿
		

		
			(v)require it to make any payment or delivery in relation to any Financial Indebtedness (other than Excluded Financial Indebtedness) before the scheduled date for that payment or delivery;
		

		
			﻿
		

		
			(h)correct information: all information given and each statement made to any Bank by it or at its direction in relation to the Transaction Documents, is correct, complete and not misleading;
		

		
			﻿
		

		
			(i)full disclosure: it has disclosed to the Bank all information which the Borrower has or has access to and which is relevant to the assessment by the Bank of the nature and amount of the risks undertaken by the Bank becoming a creditor of or taking a Security from it;
		

		
			﻿
		

		
			(j)Financial Statements:  the Financial Statements of each of Transaction Party given to the Bank under clause 9.3:
		

		
			﻿
		

		
			(i)are a true, fair and accurate statement of their respective financial performance and position and their respective consolidated financial performance and position at the date to which they are prepared; and
		

		
			﻿
		

		
			(ii)have been prepared in accordance with clause 9.2 and 9.3, except for such departures expressly disclosed in those Financial Statements;
		

		
			﻿
		

		
			(k)no change in financial position:  there has been no change in the financial performance or position of a Transaction Party since the date to which the last Financial Statements given to the Bank under clause 9.3 were prepared, which has a Material Adverse Effect;
		

		
			﻿
		

		
			(l)no related party transaction:  no person has contravened or will contravene sections 208 or 209 of the Corporations Act due to a Transaction Party entering into or performing its obligations under a Transaction Document;
		

		
			﻿
		

		
			(m)no proceeding:  except as notified to the Bank in writing before the date of this document, no litigation, arbitration or administrative proceeding is current, pending or, to the knowledge of the Borrower, threatened, which has, or the adverse determination of which would be likely to have, a Material Adverse Effect;
		

		
			﻿
		

		
			(n)no trust: except as notified to the Bank in writing before the date of this document, no Transaction Party enters into a Transaction Document as trustee of any trust;
		

		
			﻿
		

		
			(o)sole owner and no Encumbrances:  except as notified to the Bank in writing before the date of this document:
		

		
			﻿
		

		
			(i)each Transaction Party is the sole legal and beneficial owner of the property it purports to own; and
		

		
			﻿
		

		
			(ii)there are no Encumbrances over the property of any Transaction
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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		﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Party other than Permitted Encumbrances;
		

		
			﻿
		

		
			(p)no existing default:  no Event of Default, Review Event or Potential Event of Default subsists;
		

		
			﻿
		

		
			(q)ranking of obligations:  each obligation of the Borrower under this document ranks at least pari passu with all unsecured and unsubordinated obligations of the Borrower except obligations mandatorily preferred by law;
		

		
			﻿
		

		
			(r)warranties correct:  the representations and warranties given by any Transaction Party in any Transaction Document are correct in all material respects and not misleading in any material respect and will be when given or repeated;
		

		
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			(s)no immunity: each Transaction Party and its property are free of any right of immunity from set-off, proceedings or execution in relation to its obligations under any Transaction Document;
		

		
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			(t)insurance:  the Insurances are enforceable against the relevant insurer in accordance with their terms and are not void or voidable;
		

		
			﻿
		

		
			(u)trust provisions: in relation to each Transaction Party which enters into any Transaction Document as trustee of a Trust:
		

		
			﻿
		

		
			(i)the Trustee has power as trustee of the Trust to execute and perform its obligations under the Transaction Documents;
		

		
			﻿
		

		
			(ii)the Trustee, in executing the Transaction Documents and entering into those transactions, have properly performed their obligations to the beneficiaries of the Trust;
		

		
			﻿
		

		
			(iii)all necessary action required by the Trust Deed to authorise the unconditional execution and delivery of, and compliance with its obligations under, the Transaction Documents has been taken;
		

		
			﻿
		

		
			(iv)the Trustee is the only trustee of the Trust;
		

		
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			(v)no effective action has been taken to remove the Trustee as trustee of the Trust or to appoint an additional trustee of the Trust;
		

		
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			(vi)(A)the Trustee has a right to be fully indemnified out of the property of the Trust in relation to all of its obligations under the Transaction Documents;
		

		
			﻿
		

		
			(B)the Trustee has not released or disposed of its equitable lien over the property of the Trust which secures that indemnity; and
		

		
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			(C)the property of the Trust is sufficient to satisfy that indemnity;
		

		
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			(vii)the Trustee has complied with all of its obligations as trustee of the Trust in relation to execution of the Transaction Documents;
		

		
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			(viii)no effective action has been taken or, so far as the Trustee is aware, is contemplated by the beneficiaries of the Trust to terminate the Trust;
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(ix)the Trustee has disclosed to the Bank full details of:
		

		
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			(A)the Trust and any other trust or fiduciary relationship affecting the property of the Trust and, without limitation, has given to the Bank copies of any instruments creating or evidencing the Trust; and
		

		
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			(B)the Trustee’s other trusteeships (if any);
		

		
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			(x)the Trust is properly constituted and the Trust Deed is not void, voidable or otherwise unenforceable;
		

		
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			(xi)the rights of the beneficiaries of the Trust in relation to, and their interest in, the property of the Trust are subject to:
		

		
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			(A)the rights of the Bank in relation to, and their respective interests in, the property of the Trust; and
		

		
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			(B)any rights or interests in the property of the Trust to which the Bank may from time to time be subrogated; and
		

		
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			(xii)the Trustee:
		

		
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			(A)if it is a corporation, is duly incorporated in accordance with the laws of its place of incorporation, validly exists under those laws and has the capacity to sue and be sued in its own name, to own property and to act as trustee of the Trust;
		

		
			﻿
		

		
			(B)if it is natural person, has the capacity to be trustee of the Trust;
		

		
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			(v)solvency: each Transaction party is not insolvent;
		

		
			﻿
		

		
			(w)corporate benefit: each of the Transaction Parties will receive corporate benefit by entering into the Transaction Documents to which they are a party.
		

		
			﻿
		

		
			8.2General
		

		
			(a)The interpretation of any statement contained in any representation or warranty will not be restricted by reference to or inference from any other statement contained in any other representation or warranty.
		

		
			﻿
		

		
			(b)The Borrower acknowledges that the Bank enters into the Transaction Documents in reliance on each representation and warranty.
		

		
			﻿
		

		
			(c)Each representation and warranty survives the execution of the Transaction Documents and is deemed to be repeated with reference to the facts and circumstances then existing on the date each Funding Notice is issued, on each Funding Date, on the last day of each Funding Period and on each day that an Annual Compliance Certificate or Interim Compliance Certificate is given.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			9General obligations
		

		
			﻿
		

		
			9.1Fees
		

		
			The Borrower must pay to the Bank:
		

		
			﻿
		

		
			(a)restructure fee: on or before execution of the Restatement Deed, a non- refundable Restructure Fee of $30,000 (which fee has been paid);
		

		
			﻿
		

		
			(b)restructure fee: on or before the ‘ Amendment Date’ ref erred to in  the Amendment Deed, a non-refundable Restructure & Application Fee of $300,000 (less the $20,000 work fee referred to in the term sheet dated17 December 2018 if the Borrower has paid that work fee to the Bank);
		

		
			﻿
		

		
			﻿
		

		
			(c) Corporate Markets Loan Facility Fee: a non-refundable facility fee on the Facility Limit in respect of the Corporate Markets Loan Facility calculated at 0.95% per annum from the date of the ‘Variation Date’ under the Restatement Deed and at 1.00% per annum from the date of the ‘Amendment Date’  under the Amendment Deed , which will:
		

		
			﻿
		

		
			﻿
		

		
			(i)accrue from day to day from the date of this document up to and including the Termination Date;
		

		
			﻿
		

		
			(ii)be payable quarterly in arrears, on the first Business Day of each Quarter;
		

		
			﻿
		

		
			(iii)be calculated on the actual number of days elapsed and on the basis of a 365 day year;
		

		
			﻿
		

		
			(d) Resent Fee: on the first Business Day of each Pricing Period (other than the first Pricing Period) a non-refundable fee of $150.00;
		

		
			﻿
		

		
			(e)Bank Guarantee service fee: on and from the first services fee charge date following 30 June 2014, a non-refundable fee in respect of each Bank Guarantee of 50% of the applicable Bank Guarantee Margin calculated on the Face Value of the Bank Guarantee, payable on a pro- rata basis half yearly in arrears, with the first payment due six months after the relevant Funding Date of the Bank Guarantee, and subsequent payments due every six months thereafter until the Bank Guarantee Matures or Expires or is cancelled. This fee will be calculated on the actual number of days elapsed and on the basis of a 365 day year; and
		

		
			﻿
		

		
			(f)Bank Guarantee issuance fee: a non-refundable fee in respect of each Bank Guarantee of 50% of the applicable Bank Guarantee Margin calculated on the Face Value of the Bank Guarantee (or $125 whichever is greater), payable on the relevant Funding Date of the Bank Guarantee.
		

		
			﻿
		

		
			9.2Records
		

		
			The Borrower must ensure that each Transaction Party:
		

		
			﻿
		

		
			(a)prepares and keeps books, accounts and other records in accordance with the law and Accounting Standards; and
		

		
			﻿
		

		
			(b)on demand, makes the same available for inspection and copying by the
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			Bank.
		

		
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			9.3Financial Statements and other financial information
		

		
			The Borrower must give to the Bank:
		

		
			﻿
		

		
			(a)annual Financial Statements:  as soon as practicable, and in any event within 120 days after the end of each Financial Year the consolidated audited Financial Statements of the Reading Entertainment Australia Group for that Financial Year;
		

		
			﻿
		

		
			(b)Quarterly Financial Statements:  as soon as practicable, and in any event within 45 days after the end of each Quarter (other than the Quarter ending 31 December) the consolidated unaudited Financial Statements of the Reading Entertainment Australia Group for that Quarter (showing both actual and budget figures);
		

		
			﻿
		

		
			(c)group structure diagram: within 120 days after the end of each Financial Year, a group structure diagram in relation to Reading International Inc. and the Reading Entertainment Australia Group which lists all the then Group Members and which contains such other information in relation to the legal relationship between Reading International Inc. and the Reading Entertainment Australia Group Members as the Bank reasonably requires; and
		

		
			﻿
		

		
			(d)budget: as soon as practicable, and in any event before 31 March for each Financial Year, a consolidated budget for the Reading Entertainment Australia Group for the current Financial Year showing the budgeted profit and loss, balance sheet and cash flow for the Reading Entertainment Australia Group and such other matters customarily dealt with in such budgets;
		

		
			﻿
		

		
			﻿
		

		
			(e) other financial information:  promptly on reasonable notice from the Bank, such additional information in relation to the financial condition and the operations of the Borrower and each other Transaction Party as the Bank reasonably requests from time to time.
		

		
			﻿
		

		
			The Borrower must ensure that all Financial Statements given to the Bank under the Transaction Documents are prepared in accordance with the Corporations Act and the Accounting Standards.
		

		
			﻿
		

		
			If after the date of this document there is a change in the accounting principles or practices referred to in the definition of 'Accounting Standards' and the Bank or the Borrower reasonably considers that, if the change were to apply for the purposes of this document, the change would have a material effect on the Financial Statements or the calculation of the financial ratios in clause 9.7, the Bank and the Borrower shall endeavour to agree mutually acceptable changes to this document so that the accounting change can be adopted for the purposes of this document.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			9.4Other information
		

		
			The Borrower must give to the Bank:
		

		
			﻿
		

		
			(a)other information: on reasonable notice from the Bank, any other information in the possession or under the control of a Transaction Party which in the Bank’s reasonable opinion is necessary to verify the Borrower’s compliance with any Transaction Document;
		

		
			﻿
		

		
			(b)Annual Compliance Certificate: as soon as practicable, and in any event within 120 days after the end of each Financial Year, an Annual Compliance Certificate for that Financial Year signed by at least one director of the Borrower;
		

		
			﻿
		

		
			(c)Interim Compliance Certificate:  as soon as practicable, and in any event within 45 days after the end of each Quarter (other than the Quarter ending 31 December) an Interim Compliance Certificate for the previous 12 months signed by at least one director of the Borrower;
		

		
			﻿
		

		
			(d)tenancy schedule: as soon as practicable, and in any event within 120 days of the end of each Financial Year an updated tenancy schedule for each Freehold Property, including (without limitation) the following details:
		

		
			﻿
		

		
			(i)the name of each tenant;
		

		
			﻿
		

		
			(ii)area let by each tenant;
		

		
			﻿
		

		
			(iii)current passing rent paid by each tenant;
		

		
			﻿
		

		
			(iv)the lease start date;
		

		
			﻿
		

		
			(v)the lease term;
		

		
			﻿
		

		
			(vi)the lease maturity date;
		

		
			﻿
		

		
			(vii)the option term (if any);
		

		
			﻿
		

		
			(viii)rent review details; and
		

		
			﻿
		

		
			(ix)any other material or special clauses or conditions;
		

		
			﻿
		

		
			(e)Valuations: on demand (provided that no more than one demand is made in a Financial Year and the Bank reasonably considers that there has been a material devaluation of the freehold and leasehold interests subject to the Collateral Security), and in any event within 30 days of the end of every 36 month period from the date of this document, a Valuation in respect of each Freehold Property and leasehold interest that is subject to the Collateral Security. Each Valuation is to be at the Borrower’s expense, addressed to the Bank, conducted by an Approved Valuer and in a form and substance (other than as to value) reasonably satisfactory to the Bank;
		

		
			﻿
		

		
			﻿
		

		
			(f)details of any proceeding:  full details of any litigation, arbitration, administrative proceeding or native title claim which affects a Transaction Party and which has or the adverse determination of which would be
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			likely to have a Material Adverse Effect, as soon as it is commenced or to the knowledge of the Borrower is threatened; and
		

		
			﻿
		

		
			(g)claims: on being notified of it, full details of any event which entitles the Borrower or the Bank to claim more than $1,000,000 under the Insurances.
		

		
			﻿
		

		
			9.5Other financial undertakings
		

		
			Each Transaction Party must ensure that:
		

		
			﻿
		

		
			(a)negative pledge:  no Encumbrances exist on its property, except Permitted Encumbrances;
		

		
			﻿
		

		
			(b)permitted financial transactions:  it does not, without the prior written consent of the Bank:
		

		
			﻿
		

		
			(i)incur any Financial Indebtedness except Permitted Financial Indebtedness;
		

		
			﻿
		

		
			(ii)provide any financial accommodation (excluding trade credit in the ordinary course of business) except Permitted Financial Accommodation;
		

		
			﻿
		

		
			(c)disposals: must not dispose of any of its assets, either in a single transaction or in a series of transactions whether related or not and whether voluntary or involuntary, except Permitted Disposals;
		

		
			﻿
		

		
			(d)mergers:  a Transaction Party does not:
		

		
			﻿
		

		
			(i)enter into any merger, reconstruction or amalgamation; or
		

		
			﻿
		

		
			(ii)acquire any property or business or make any investment if the property, business or investment is substantial in relation to the relevant Transaction Party,
		

		
			﻿
		

		
			if it would have or be likely to have a Material Adverse Effect;
		

		
			﻿
		

		
			(e)maintain status: it does everything necessary to maintain its corporate existence in good standing and:
		

		
			﻿
		

		
			(i)ensures that it has the right and is properly qualified to conduct its business in all relevant jurisdictions; and
		

		
			﻿
		

		
			(ii)obtains and maintains all Authorisations necessary for the conduct of its business;
		

		
			﻿
		

		
			(iii)comply with all laws affecting it or its business in all relevant jurisdictions
		

		
			﻿
		

		
			(f)Distributions: it must not make any Distribution if:
		

		
			﻿
		

		
			(i)an Event of Default subsists; and
		

		
			﻿
		

		
			(ii)such Distribution will cause an Event of Default;
		

		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(g)Taxes: must
		

		
			﻿
		

		
			(i)promptly pay when they become due for payment (or reimburse the Bank on demand for) all Taxes payable by it from time to time other than Taxes being contested in good faith where it has made adequate provisioning;
		

		
			﻿
		

		
			(ii)not transfer any Tax losses to any person other than to the Borrower in connection with the preparation of consolidated annual Financial Statements or in connection with the Reading Entertainment Australia Group's tax consolidation arrangements; and
		

		
			﻿
		

		
			(iii)not become a member of a consolidated group for the purposes of Part 3-90 of the Income Tax Assessment Act 1936 and the Income Tax Act 1997 including any amendments thereto (including any amendments made by the New Business Tax (Consolidation Act (No. 1)) 2002 and the New Business Tax System (Consolidation, Value Shifting, Damages and other Measures) Act 2002) other than in accordance with a Tax Sharing Agreement or otherwise on terms approved by the Bank;
		

		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(h)Guarantor coverage:
		

		
			﻿
		

		
			(i)Subject to paragraph (ii), the Borrower shall ensure that at all times:
		

		
			﻿
		

		
			(A)the aggregate of total assets (calculated on the same basis as total assets of the Reading Entertainment  Australia Group) of the Guarantors represents at least 90 per cent of total assets of the Reading Entertainment Australia Group; and
		

		
			﻿
		

		
			(B)the aggregate EBITDA of the Guarantors (calculated on the same basis as EBITDA of the Reading Entertainment Australia Group) represents at least 90 per cent of EBITDA of the Reading Entertainment Australia Group;
		

		
			﻿
		

		
			(C)any member of the Reading Entertainment Australia Group which contributes 5 per cent of more of EBITDA of the Reading Entertainment Australia Group is a Guarantor; and
		

		
			﻿
		

		
			(D)any member of the Reading Entertainment Australia Group which holds intellectual property which the Bank considers to be material to the operations of the Reading Entertainment Australia Group is a Guarantor (and in each case the figures for the Guarantors will be calculated
		

		
			on an unconsolidated basis and excluding all intra-Reading Entertainment Australia Group items and investments in Subsidiaries); and
		

		
			﻿
		

		
			(ii)where an entity becomes a member of the Reading Entertainment Australia and is required to become a Guarantor to comply with paragraph (i), the Borrower shall ensure:
		

		
			﻿
		

		
			(A)the entity becomes an Additional Guarantor by executing a Guarantor Accession Deed;
		

		
			﻿
		

		
			(B)the entity executes a general security agreement over all its assets in favour of the Bank, in form and substance consistent with the general security agreements previously executed by the other Guarantors; and
		

		
			﻿
		

		
			(C)provides the Bank with any documents or evidence in relation to the entity as the Bank may reasonably consider necessary in respect of the entering into, validity and enforceability of the accession documents,
		

		
			as soon as reasonably practicable and in any event within 45 days. Provided the Borrower complies with this paragraph (ii), the
		

		
			Borrower will not be in breach of paragraph (i) by reason only thatthe entity is not a Guarantor.
		

		
			﻿
		

		
			﻿
		

		
			(i)Major developments: in respect of any major development projects to be undertaken by the Transaction Parties (that are outside of the budgeted capital expenditure that has been disclosed to the Bank):
		

		
			﻿
		

		
			(i)the Bank is provided with development budgets and other information reasonably requested by the Bank; and
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(j)Major acquisitions: in respect to any acquisitions or investments in assets to be undertaken by the Transaction Parties, the Bank’s written consent is obtained for (and prior to) the purchase of:
		

		
			﻿
		

		
			(i)any freehold title or ground lease with a remaining tenor of 25 years or more and a consideration greater than $50,000,000; and
		

		
			﻿
		

		
			(ii)the purchase of any other operating business assets with a consideration greater than $25,000,000.
		

		
			﻿
		

		
			(k)Management Fees: no Management Fees are paid while an Event of Default subsists;
		

		
			﻿
		

		
			(l)Preservation and protection of Security: it does everything necessary or reasonably required by the Bank to:
		

		
			﻿
		

		
			(i)keep the Secured Property in good repair and in good working order;
		

		
			﻿
		

		
			(ii)promptly pay when they become due for payment (or reimburse the Bank on demand for) all Taxes payable in respect of the Secured Property;
		

		
			﻿
		

		
			(iii)preserve and protect the value of the Secured Property as a whole;
		

		
			﻿
		

		
			and
		

		
			﻿
		

		
			(iv)protect and enforce its title and the Bank’s title as mortgagee to the Secured Property.
		

		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			9.6Insurance
		

		
			(a)Subject to the provisions of the Transaction Documents, the Borrower must effect and maintain insurance over and in relation to the Secured Property, the business operations of the Group (including business interruption) and for public liability with insurers, for amounts, against risks and on terms and conditions:
		

		
			﻿
		

		
			(i)that the Bank reasonably requires; or
		

		
			﻿
		

		
			(ii)if the Bank does not notify the Borrower of its requirements, that a prudent and reasonable owner of the Secured Property would effect and maintain, including insurance for full replacement value on a reinstatement basis.
		

		
			﻿
		

		
			(b)Subject to the provisions of the Transaction Documents, the Borrower must give to the Bank on demand a certificate in form and substance satisfactory to the Bank from the insurer to the effect that the required Insurances are current and no premium is overdue.
		

		
			﻿
		

		
			9.7Financial ratios
		

		
			(a)The Borrower must ensure that:
		

		
			﻿
		

		
			(i)Fixed Charges Cover Ratio: at each Calculation Date, the Fixed Charges Cover Ratio for the Calculation Period ending on that date is not less than 2.00 times;
		

		
			﻿
		

		
			(ii)Leverage Ratio: at each Calculation Date, the Leverage Ratio for the Calculation Period ending on that date is less than or equal to
		

		
			3.25 times;
		

		
			﻿
		

		
			(iii) Debt to Debt plus Equity Ratio: at each Calculation Date, the Debt to Debt plus Equity Ratio for the Calculation Period ending on that date is less than or equal to 50%;
		

		
			﻿
		

		
			(iv)Loan to Value Ratio: at each Calculation Date, the Loan to Value Ratio for the Calculation Period ending on that date is less than or equal to 70%.
		

		
			﻿
		

		
			(b)A financial ratio or amount to be determined under clause 9.7(a) must be tested or determined by reference to the most recently prepared  Financial Statements. The calculation of any amounts on a consolidated basis must be made in accordance with the requirements of the Accounting Standards relating to the consolidation of entities.
		

		
			﻿
		

		
			9.8Environment
		

		
			(a)Each Transaction Party must ensure that at all times all practical and reasonable steps that can be taken and measures and precautions that can be adopted are taken or adopted by each
		

		
			﻿
		

		
			Transaction Party to ensure that:
		

		
			﻿
		

		
			(i)all persons, things and activities of any kind on or using the Land comply with all Environmental Laws and any consent, permit, approval, licence, authorisation, certification, order or direction granted or issued under any Environmental Law;
		

		
			﻿
		

		
			(ii)if there is any non-compliance with any Environmental Law or any 
		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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		consent, permit, approval, licence, authorisation, certification, order or direction granted or issued under any Environmental Law:
		

		
			﻿
		

		
			(A)the impact on the Land and the environment is minimised; and
		

		
			﻿
		

		
			(B)steps are taken as quickly as possible to rectify the non- compliance, eliminate or reduce any liability arising from the non-compliance and to ensure the non-compliance does not recur;
		

		
			﻿
		

		
			(iii)it or any person on the Land does not:
		

		
			﻿
		

		
			(A)allow onto or permit to exist on the Land any Contaminant; or
		

		
			﻿
		

		
			(B)allow a Contaminant to escape or be released into the environment,
		

		
			﻿
		

		
			if to do so would be in breach of any Environmental Law or any consent, permit, approval, licence, authorisation, certification, order or direction granted or issued under any Environmental Law or could give rise to an order or direction being issued under any Environmental Law; and
		

		
			﻿
		

		
			(iv)if any Contaminant is discovered on or affecting the Land (other than a Contaminant which is safely stored in accordance with lawful authority) or, without lawful authority, escapes or is released from the Land into the environment:
		

		
			﻿
		

		
			(A)the impact on the Land and the environment is minimised; and
		

		
			﻿
		

		
			(B)steps are taken as quickly as possible to safely contain the Contaminant and to remove the Contaminant from the environment or the Land or reduce the levels of the Contaminant to  a level required or recommended by the relevant Government Body as safe and in either case to eliminate or reduce any liability arising from the Contaminant and do all things necessary to restore the Land and the environment.
		

		
			﻿
		

		
			(b)If there is any non-compliance under clauses 9.8(a)(i),  (ii) or (iii) or any Contaminant is discovered or the Borrower has reason to believe that there is some Contaminant on the Land requiring action to be taken under clause 9.8(a)(iv), the Borrower must immediately notify the Bank.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(c)If there is or the Bank has reason to believe that there may be any
		

		
			non-compliance under clauses 9.8(a)(i),  (ii) or (iii) or any Contaminant is discovered or the Bank has reason to believe that there is some Contaminant on the Land requiring action to be taken under clause 9.8(a)(iv), the Borrower, at the request of the Bank, must procure and furnish to the Bank, in a form acceptable to the Bank, an Environmental Assessment Report in relation to the Land and any operations conducted on it.
		

		
			﻿
		

		
			(d)The Borrower indemnifies the Bank from and against all:
		

		
			﻿
		

		
			(i)Environmental Liability; and
		

		
			﻿
		

		
			(ii)damages, losses, outgoings, costs, charges or expenses suffered or incurred by the Bank in respect of any action, claim or demand made or brought in respect of or otherwise arising from or in connection with any breach of any Environmental Law in relation to the Land.
		

		
			﻿
		

		
			(e)The Borrower must immediately notify the Bank of:
		

		
			﻿
		

		
			(i)the existence of any Contaminant on or adjacent to or affecting the Land; and
		

		
			﻿
		

		
			(ii)the receipt by any Transaction Party of any notice, order or direction:
		

		
			﻿
		

			
	
			
				 (A)
			

			
	
			
			to clean up any Contaminant on the Land; or




			
	
			
				 (B)
			

			
	
			
			alleging any breach of Environmental Law.




		
			﻿
		

		
			(f)If requested by the Bank, the Borrower must provide the Bank with a copy of each environmental consent, permit, approval, licence, authorisation, certification, order and direction relating to the Land together with confirmation that:
		

		
			﻿
		

		
			(i)it is complying with the terms and conditions of each consent, permit, approval, licence, authorisation, certification, order and direction; and
		

		
			﻿
		

		
			(ii)it has renewed each consent, permit, approval, licence, authorisation, certification, order and direction as appropriate.
		

		
			﻿
		

		
			(g)The Borrower must:
		

		
			﻿
		

		
			(i)when reasonably required by the Bank, obtain or permit the Bank to obtain an Environmental Assessment Report from a person approved by the Bank in relation to the Land; and
		

		
			﻿
		

		
			(ii)promptly comply with any reasonable recommendation contained  in any Environmental Assessment Report relating to compliance with Environmental Law in relation to the Land and obtain any consent, permit, approval, licence, authorisation, certification, order and direction required in order to comply with that  recommendation.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			9.9No default
		

		
			The Borrower must ensure that an Event of Default does not occur.
		

		
			﻿
		

		
			9.10Obligations of Trustees
		

		
			If a Transaction Party is a Trustee the Borrower must ensure that it:
		

		
			﻿
		

		
			(a)ensures that the property of the Trust is not mixed with any other property;
		

		
			﻿
		

		
			(b)complies with its obligations as trustee of the Trust;
		

		
			﻿
		

		
			(c)does not release, dispose of or otherwise prejudice its right of indemnity against, and equitable lien over, the property of the Trust and its right of indemnity (if any) against the beneficiaries of the Trust in relation to any money owing to the Bank;
		

		
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			(d)at the Bank’s request:
		

		
			﻿
		

		
			(i)exercises its right of indemnity against, and equitable lien over, the property of the Trust and its right of indemnity (if any) against the beneficiaries of the Trust in relation to any money owing to the Bank; and
		

		
			﻿
		

		
			(ii)assigns to the Bank those indemnities and that equitable lien and otherwise facilitates the subrogation of the Bank to those indemnities and that equitable lien;
		

		
			﻿
		

		
			(e)does not, if the Trust is a unit trust, consent to or register the transfer of units in the Trust or cancel, repurchase, redeem or issue any units in the Trust;
		

		
			﻿
		

		
			(f)ensures that:
		

		
			﻿
		

		
			(i)another person is not appointed as trustee of the Trust;
		

		
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			(ii)the Trust is not terminated or its terms varied;
		

		
			﻿
		

		
			(iii)the Trustee does not resign and is not removed or replaced as trustee of the Trust;
		

		
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			(iv)the property of the Trust is not resettled;
		

		
			﻿
		

		
			(v)the capital of the property of the Trust is not distributed at any time; and
		

		
			﻿
		

		
			(vi)income of the Trust is not distributed to anyone other than a Transaction Party while an Event of Default or Potential Event of Default subsists;
		

		
			﻿
		

		
			(g)prepares and keeps full and true records and books of accounts of the Trust and makes them available for inspection and copying by the Bank on demand; and
		

		
			﻿
		

		
			(h)does not default in performing or observing its obligations under the Transaction Documents.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			9.11Release for Permitted Disposals
		

		
			The Bank must on request from (and at the cost of) a Transaction Party  release from the Collateral Security that part of the Secured Property that is the subject of a Permitted Disposal (other than a Permitted Disposal of the kind referred to in paragraph (a) of that term's definition).
		

		
			﻿
		

		
			﻿
		

		
			10Events of Default
		

		
			﻿
		

		
			10.1Nature
		

		
			Each of the following is an Event of Default (whether or not caused by anything outside the control of any Transaction Party):
		

		
			﻿
		

		
			(a)non-payment: a Transaction Party does not pay on the due date any principal, interest and fees due for payment by it under a Transaction Document in accordance with the relevant Transaction Document;
		

		
			﻿
		

		
			(b)other non-compliance: (subject to clause 10.6 in the case of a failure to comply with a Financial Ratio other than the Fixed Charges Cover Ratio) a Transaction Party does not comply with any other obligation under a Transaction Document and if that default is capable of rectification:
		

		
			﻿
		

		
			(i)it is not rectified within 10 Business Days (or any other longer period agreed by the Bank) after its occurrence; or
		

		
			﻿
		

		
			(ii)the Transaction Party does not during that period take all action which in the Bank’s reasonable opinion is necessary to rectify that default;
		

		
			﻿
		

		
			(c)untrue warranty:  a representation, warranty or statement made or deemed to be made by a Transaction Party in a Transaction Document is untrue or misleading in any material respect or a reply by a Transaction Party to a requisition made by, or on behalf of, the Bank is untrue or misleading in any material respect;
		

		
			﻿
		

		
			(d)void document:  a Transaction Document is void, voidable or otherwise unenforceable by the Bank or is claimed to be so by a Transaction Party;
		

		
			﻿
		

		
			(e)compliance unlawful:  it is unlawful for a Transaction Party to comply with any of its obligations under a Transaction Document or it is claimed to be so by a Transaction Party;
		

		
			﻿
		

		
			(f)loss of priority: a Security Interest created by or purportedly created by a Collateral Security does not have or ceases to have the priority which it purports to have under the relevant Transaction Document or becomes ineffective to secure the payment of the money or compliance with the obligations which it purports to secure, otherwise than by any act of the Bank;
		

		
			﻿
		

		
			(g)Insolvency Event:  an Insolvency Event occurs in relation to a Transaction Party;
		

		
			﻿
		

		
			(h)authorisation ceasing: an Authorisation from a Government Body
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			necessary to enable:
		

		
			﻿
		

		
			(i)a Transaction Party to comply with its obligations under a Transaction Document or carry on its principal business or activity;
		

		
			﻿
		

		
			(ii)a Transaction Party to carry on its principal business or activity; or
		

		
			(iii)the Bank to exercise its rights under a Transaction Document, is withheld or ceases to be in full force and effect and, in the case of
		

		
			clause 10.1(h)(i), would have a Material Adverse Effect;
		

		
			﻿
		

		
			(i)Material Adverse Effect: an event or series of events whether related or not, including any material adverse change in the property or financial condition of a Transaction Party, occurs which has a Material Adverse Effect;
		

		
			﻿
		

		
			(j)cross default:
		

		
			﻿
		

		
			(i)Financial Indebtedness (other than Excluded Financial Indebtedness) of a Transaction Party in excess of $500,000 becomes due for payment before its stated maturity other than by the exercise of an option of the Transaction Party to pay it before its maturity;
		

		
			﻿
		

		
			(ii)a Transaction Party fails to pay when due for payment (or within any applicable grace period) any Financial Indebtedness (other than Excluded Financial Indebtedness) in excess of $500,000;
		

		
			﻿
		

		
			(iii)an obligation by a person to a Transaction Party to provide financial accommodation or to acquire or underwrite Financial Indebtedness (other than Excluded Financial Indebtedness) in excess of $500,000 ceases before its stated maturity other than by the exercise of an option of the Transaction Party to cancel that obligation; or
		

		
			﻿
		

		
			(iv)a marketable security issued by a Transaction Party and having a face value over $500,000 is required to be redeemed or repurchased before its stated maturity other than by the exercise of an option of the issuer to redeem or repurchase;
		

		
			﻿
		

		
			(k)cessation of business:  a Transaction Party ceases or threatens to cease to carry on its business or a substantial part of its business;
		

		
			﻿
		

		
			(l)enforcement of other Security:  a person who holds a Security over property of a Transaction Party exercises a right under that Security against the property to recover any money the payment of which is secured by that Security or enforce any other obligation the compliance with which is secured by it;
		

		
			﻿
		

		
			(m)undertaking: an undertaking given to the Bank (or its lawyers) by or on behalf of a Transaction Party (or its lawyers) is not honoured in accordance with its terms and if capable of rectification, is not rectified within three Business Days (or any other longer period agreed by the Bank) after its occurrence;
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(n)reduction of capital:  if a Transaction Party is a corporation:
		

		
			﻿
		

		
			(i)it reduces or takes any action to reduce its capital other than by the redemption of redeemable preference shares;
		

		
			﻿
		

		
			(ii)it passes or takes any action to pass a resolution of the type referred to in section 254N of the Corporations Act;
		

		
			﻿
		

		
			(iii)it:
		

		
			﻿
		

		
			(A)buys or takes any action to buy, or
		

		
			﻿
		

		
			(B)financially assists (within the meaning of section 260A of the Corporations Act) or takes any action to financially assist any person to acquire,
		

		
			﻿
		

		
			shares in itself or in a holding company of it,
		

		
			﻿
		

		
			(o)investigation: if a Transaction Party is a corporation, an investigation is instituted under the Corporations Act or other legislation into, or an inspector is appointed to investigate, its affairs, which would have a Material Adverse Effect;
		

		
			﻿
		

		
			(p)environmental claim: a Government Body takes any action, there is a legally valid claim or there is a legally enforceable requirement for expenditure or for cessation or alteration of activity under an Environmental Law, which, in the reasonable opinion of the Bank, would have a Material Adverse Effect;
		

		
			﻿
		

		
			﻿
		

		
			(q) Trust:  if a Transaction Party is a Trustee:
		

		
			﻿
		

		
			(i)the Trustee ceases to be the trustee or the only trustee of the Trust or any action is taken for the removal of the Trustee as trustee of the Trust, or for the appointment of another person as trustee in addition to the Trustee;
		

		
			﻿
		

		
			(ii)an application or order is sought or made in any court, which is not withdrawn or dismissed within ten Business Days, for:
		

		
			﻿
		

		
			(A)the property of the Trust to be administered by the court; or
		

		
			﻿
		

		
			(B)an account to be taken in relation to the Trust; or
		

		
			﻿
		

		
			(iii)non-compliance by the Trustee with its obligations as trustee under the Trust Deed which has a Material Adverse Effect.
		

		
			﻿
		

		
			10.2Effect of Event of Default
		

		
			(a)If an Event of Default subsists the Bank may at any time by notice to the Borrower do any or all of the following:
		

		
			﻿
		

		
			(i)cancel Facility: cancel any or all of the Facilities or any part of a Facility, specified in the notice;
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(ii)accelerate:  make so much of the Outstanding Accommodation which is not then immediately due and payable, any unpaid accrued interest or fees and any other money owing by the Borrower to the Bank in relation to the Transaction Documents either:
		

		
			﻿
		

		
			(A)payable on demand; or
		

		
			﻿
		

		
			(B)immediately due for payment;
		

		
			﻿
		

		
			(iii)Not used
		

		
			﻿
		

		
			(iv)Bank Guarantees:
		

		
			﻿
		

		
			(A)by notice to the Borrower require the Borrower to pay immediately to the Bank the aggregate of the Face Values for all Current Bank Guarantees as at the date of the notice, together with any unpaid accrued interest or fees and any other money (including all Indemnity Amounts) owing by the Borrower to the Bank in relation to the Transaction Documents;
		

		
			﻿
		

		
			(B)pay the Beneficiaries of any one or more of the Current Bank Guarantees the amount agreed between the Bank and the relevant Beneficiary sufficient to obtain from the Beneficiary an unconditional release of the Bank’s obligations under the relevant Bank Guarantee on terms satisfactory to the Bank (acting reasonably).
		

		
			﻿
		

		
			(v)engage consultants: at the cost of the Borrower, appoint (or require the Borrower to appoint) such accountancy, financial management and other consultants as the Bank may nominate to investigate the business affairs and financial condition of any Transaction Party and whether each Transaction Party has complied with each Transaction Document to which it is a party and to make recommendations relating to the manner in which the Transaction Party carries on its business. Each Transaction Party agrees to provide all assistance and information required by the consultants (including making all financial records available and giving access to all premises and records) to enable the consultants to conduct their examination promptly, completely and accurately. No Transaction Party is obliged to accept the recommendations of any consultant, and the Bank will assume no liability with respect to any actions a Transaction Party takes, or does not take, as a result of those recommendations; or
		

		
			﻿
		

		
			(vi)treasury related transactions: if there are any Hedging Transactions or treasury related transactions in existence between the Bank and the Borrower (Open Positions) then:
		

		
			﻿
		

		
			(A)the Bank may close out the Open Positions, by entering into opposite positions for the balance of the unexpired term, or by  such  other  means  as  may  be  usual  in  the  relevant
		

		
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			market.  Any such close out must be at market rates prevailing at the time;
		

		
			﻿
		

		
			(B)any costs incurred by the Bank in closing out Open Positions must be paid by the Borrower to the Bank immediately upon demand by the Bank;
		

		
			﻿
		

		
			(C)any gain derived from the closing out of the Open Positions will be credited to the Borrower and set off against the Amount Owing; and
		

		
			﻿
		

		
			(D)the Bank will give the Borrower reasonable particulars of the manner of close out of the Open Positions and the basis of calculation of any amounts payable by or to the relevant Borrower arising from that close out.
		

		
			﻿
		

		
			(b)On receipt of a notice under clause 10.2(a)(ii)(A) or 10.2(a)(ii)(B), the Borrower must immediately pay in full the amounts referred to in that notice.
		

		
			﻿
		

		
			10.3Cash Cover Account regarding Bank Guarantees
		

		
			(a)The Bank must credit so much of the money paid by the Borrower under clause 10.2(a)(iv)(A) which the Bank appropriates towards the Face Values of Current Bank Guarantees to an account maintained by the Bank for this purpose (Cash Cover Account).
		

		
			﻿
		

		
			(b)The following provisions apply to the Cash Cover Account:
		

		
			﻿
		

		
			(i)the account will be in the name of the Borrower;
		

		
			﻿
		

		
			(ii)despite the Cash Cover Account being in the name of the Borrower, until the Release Date the money held in the account is not owed by the Bank to the Borrower and the Borrower is not entitled to withdraw or be paid any of that money (including interest credited to the account);
		

		
			﻿
		

		
			(iii)the Bank must credit to the account interest at the Cash Cover Rate from time to time and that interest will be credited to the account monthly and on the Release Date; and
		

		
			﻿
		

		
			(iv)without limiting this clause 10.3, the Bank may apply any amounts from time to time held in the account towards payment of any amounts due and payable from time to time to the Bank under any Transaction Document.
		

		
			﻿
		

		
			(c)On the Release Date, the Bank must pay to the Borrower the credit balance of the Cash Cover Account.
		

		
			﻿
		

		
			10.4Review Events
		

		
			Each of the following is a Review Event (whether or not caused by anything outside the control of any Transaction Party):
		

		
			﻿
		

		
			(a)there is an Insolvency Event in respect of Reading International Inc; and
		

		
			﻿
		

		
			(b)a Change of Control occurs in relation to any Transaction Party.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			10.5Reviews
		

		
			(a)In addition to any other review rights the Bank has under this document, the Bank may conduct a review of any Facility following a Review Event.
		

		
			﻿
		

		
			(b)If a Review Event has occurred, then, at any time or from time to time:
		

		
			﻿
		

		
			(i)the Bank may change any of the conditions applying to the Facility including, but not limited to, increasing or otherwise varying the fees payable in connection with the Facility; and/or
		

		
			﻿
		

		
			(ii)the Bank may terminate the Facility. If the Bank terminates the Facility, the Termination Date occurs on the date 30 days after the date the Bank notifies the Borrower that it wishes to terminate the Facility.
		

		
			﻿
		

		
			(c)The Bank may not change any of the conditions applying to the Facility unless it has first given 30 days prior notice to the Borrower of the intended change.
		

		
			﻿
		

		
			(d)If the Bank gives notice of any change to the conditions of any Facility and the Borrower refuses to accept the changes before the end of the period of notice, then at the end of that period, the Facility will become repayable within 30 days of any demand by the Bank.
		

		
			﻿
		

		
			(e)Nothing in this clause affects the Bank’s rights if any Event of Default occurs.
		

		
			﻿
		

		
			10.6Equity Cure
		

		
			(a)If a breach of a Financial Ratio (other than the Fixed Charges Cover Ratio) occurs, the Borrower will have the right subject to clause 10.6(b) to cure the breach by procuring additional Subordinated Debt or an equity contribution by way of subscription for new shares in the Borrower (or a combination of both) in an amount sufficient to cure the breach when applied in prepayment of the Outstanding Accommodation (Equity Cure).
		

		
			﻿
		

		
			(b)Equity Cure may not be used:
		

		
			﻿
		

		
			(i)more than 3 times during the term of the Facilities; or
		

		
			﻿
		

		
			(ii)in respect of breach of a Financial Ratio on a Calculation Date, where Equity Cure has been used to cure a breach on the preceding Calculation Date.
		

		
			﻿
		

		
			(c)The Borrower must notify the Bank of its intention to provide an Equity Cure and effect the Equity Cure, within 10 Business Days of the delivery of the Compliance Certificate that identified the breach.
		

		
			﻿
		

		
			(d)The amount of an Equity Cure will be deemed to be applied as of the first day of the relevant test period in prepayment of the Outstanding Accommodation. The breach of the Financial Ratio will be taken to have been cured immediately upon the requisite proceeds being applied in prepayment and the Borrower confirming to the Bank that the amount prepaid when the Financial Ratio is recalculated is sufficient to ensure that the relevant Financial Ratio is met.
		

		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(e)Notwithstanding clause 10.6(d), any Equity Cure will be disregarded when calculating the Leverage Ratio for the purposes of determining the Margin.
		

		
			﻿
		

		
			﻿
		

		
			11Costs and expenses
		

		
			﻿
		

		
			11.1Interpretation
		

		
			A reference to “costs and expenses” in a Transaction Document includes legal costs and expenses on a full indemnity basis.
		

		
			﻿
		

		
			11.2Nature
		

		
			The Borrower must on demand pay and if paid by the Bank reimburse to the Bank:
		

		
			﻿
		

		
			(a)the Bank’s reasonable costs and expenses relating to:
		

		
			﻿
		

		
			(i)any Valuation obtained for the purposes of any Transaction Document;
		

		
			﻿
		

		
			(ii)the negotiation, preparation, execution, stamping and registration of the Transaction Documents or any document contemplated by them;
		

		
			﻿
		

		
			(iii)any consent, request for consent (whether or not given), communication or waiver of any right, or the variation, replacement or discharge of any Transaction Document or any document contemplated by it;
		

		
			﻿
		

		
			(iv)the enforcement or attempted enforcement or the preservation of any rights of the Bank under the Transaction Documents;
		

		
			﻿
		

		
			(v)the occurrence of any Event of Default or Potential Event of Default; and
		

		
			﻿
		

		
			(vi)the lodgment or removal of any Encumbrance on the Secured Property by any person; and
		

		
			﻿
		

		
			(b)subject to clause 18.14(d), any Taxes and registration or other fees (including fines and penalties relating to the Taxes and fees) which are payable or are assessed by a relevant Government Body or other person to be payable in relation to the Transaction Documents or any document or transaction contemplated by them.
		

		
			﻿
		

		
			11.3Remuneration
		

		
			The Bank, any Receiver and any Attorney must be remunerated by the Borrower for any services rendered by them in relation to the enforcement of any right under the Transaction Documents. The rate of the remuneration and the manner of payment will be that determined by the Bank, acting reasonably.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			12Indemnities
		

		
			﻿
		

		
			12.1Nature
		

		
			The Borrower indemnifies the Bank on demand against any liability, loss, cost or expense (including Break Costs) caused or contributed to by:
		

		
			﻿
		

		
			(a)any failure by any Transaction Party to comply with any obligation under any Transaction Document;
		

		
			﻿
		

		
			(b)any Event of Default or Potential Event of Default;
		

		
			﻿
		

		
			(c)the enforcement or attempted enforcement of any right by the Bank, any Receiver or any Attorney under the Transaction Documents;
		

		
			﻿
		

		
			(d)any Drawing requested by the Borrower not being granted by the Bank for any reason other than a default by the Bank;
		

		
			﻿
		

		
			(e)any payment not being made by the Borrower in accordance with any Transaction Document; or
		

		
			﻿
		

		
			(f)any act by the Bank in reliance on any communication purporting to be from the Borrower or to be given on behalf of the Borrower.
		

		
			﻿
		

		
			12.2Representatives
		

		
			The Borrower indemnifies each Receiver and Attorney and their respective Representatives and the Representatives of the Bank against any liability, loss, cost and expense caused by anything the Bank is indemnified against under clause 12.1 and the Bank holds the benefit of this clause 12.2 on trust for those persons.
		

		
			﻿
		

		
			12.3Currency deficiency
		

		
			If there is any deficiency between:
		

		
			﻿
		

		
			(a)an amount payable by a Transaction Party under a Transaction Document which is received by the Bank in a currency other than the currency payable under the Transaction Document because of a judgment, order or otherwise; and
		

		
			﻿
		

		
			(b)the amount produced by converting the payment received from the currency in which it was paid into the currency in which it was agreed to be paid either directly or through a currency other than that in which it was agreed to be paid,
		

		
			﻿
		

		
			the Borrower must pay to the Bank the deficiency and any loss, costs or expenses resulting from it.
		

		
			﻿
		

		
			12.4Independence and survival
		

		
			Each indemnity in a Transaction Document is a continuing obligation, separate and independent from the other obligations of the Borrower and survives the termination of that Transaction Document.
		

		
			﻿
		

		
			12.5Accounting for transactions
		

		
			(a)The Borrower irrevocably authorises the Bank to open such accounts as
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			the Bank requires in connection with a Facility.
		

		
			﻿
		

		
			(b)The Borrower irrevocably authorises the Bank to debit from any account in the name of the Borrower (including an account the Bank opens in the Borrower’s name) any amounts payable by the Borrower in relation to that Facility or account, including interest, costs, Taxes, enforcement expenses and any amount payable under an indemnity.
		

		
			﻿
		

		
			(c)If the Borrower authorises the Bank to debit any amount from an account, the Bank can debit that amount from that account even if it causes the account to become overdrawn. Alternatively, if there are insufficient cleared funds in that account, the Borrower authorises the Bank to debit that amount from any account of the Borrower the Bank decides, including an account the Bank opens in the Borrower’s name.
		

		
			﻿
		

		
			(d)Where the Bank debits an account in the name of the Borrower, opened by:
		

		
			﻿
		

		
			(i)the Borrower, the Borrower must pay the Bank interest (including default interest if applicable) on any debit balance in accordance with the terms of that account;
		

		
			﻿
		

		
			(ii)the Bank, the Borrower must pay the Bank interest on the overdrawn balance of that account at the Overdue Rate applying to the relevant Facility or, if there is none, in accordance with the terms normally applied by the Bank to accounts of that type; or
		

		
			﻿
		

		
			(iii)either the Borrower or the Bank, the overdrawn balance of the account in excess of the applicable Facility Limit is immediately payable without further notice.
		

		
			﻿
		

		
			(e)Unless otherwise provided, the Bank may apply any payment under or in connection with this document towards satisfying obligations under this document as the Bank sees fit.
		

		
			﻿
		

		
			(f)Where the Bank is authorised to debit an amount from an account under this document, it can do so without prior notice.
		

		
			﻿
		

		
			12.6Liability for Regulatory Events
		

		
			(a)The Borrower acknowledges that the Services may be interrupted, prevented, delayed or otherwise adversely affected by a Regulatory Event.
		

		
			﻿
		

		
			(b)To the extent permitted by Law:
		

		
			﻿
		

		
			(i)the Bank is not liable for any loss incurred by a Borrower or any other person if an event described in clause 12.6(a) occurs, irrespective of the nature or cause of that loss, and the Bank has no obligation to contest any Regulatory Event or to mitigate its impact on the Borrower or the Bank; and
		

		
			﻿
		

		
			(ii)the Borrower releases the Bank from all liability in connection with any loss incurred by a Borrower or any other person if an event described in clause 12.6(a) occurs.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(c)To the extent that the Bank’s liability cannot be excluded, the Bank’s liability is limited to the cost of having the Service supplied again.
		

		
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			(d)The Bank may use and disclose to any other financial institution or agency, any information about any Borrower, the Services or any person connected with it or the Services, for any purpose which the Bank, or any other financial institution, considers appropriate or necessary in connection with any Regulatory Event or the Services and this may result in information being transmitted overseas.
		

		
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			(e)The Borrower agrees to provide information to the Bank about it, the Services or any person connected with it or the Services on request, and to promptly procure any consents the Bank requires to give effect to clause 12.6(d).
		

		
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			13Goods and Services Tax
		

		
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			13.1Taxable supply
		

		
			(a)If GST is payable by the Bank on any supply made under a Transaction Document, the Borrower must pay to the Bank an amount equal to the GST payable on the supply.
		

		
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			(b)That amount must be paid at the same time that the consideration for the supply is to be provided under the Transaction Document and must be paid in addition to the consideration expressed elsewhere in the Transaction Document.
		

		
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			(c)On receiving that amount from the Borrower, the Bank must provide the Borrower with a tax invoice for the supply.
		

		
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			13.2Adjustment events
		

		
			If an adjustment event arises in relation to a supply made by the Bank to the Borrower under a Transaction Document, a corresponding adjustment must be made between the Bank and the Borrower in relation to any amount paid to the Bank by the Borrower under clause 13.1 and payments to give effect to the adjustment must be made.
		

		
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			13.3Payments
		

		
			If the Borrower is required under a Transaction Document to pay for or reimburse an expense or outgoing of the Bank or is required to make a payment under an indemnity in relation to an expense or outgoing of the Bank, the amount to be paid by the Borrower is the sum of:
		

		
			﻿
		

		
			(a)the amount of the expense or outgoing less any input tax credit in relation to that expense or outgoing that the Bank is entitled to; and
		

		
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			(b)if the Bank’s recovery from the Borrower is in relation to a taxable supply, an amount equal to the GST payable by the Bank in relation to that recovery.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			14Increased costs
		

		
			If the Bank determines that:
		

		
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			(a)the cost to it of providing, funding or maintaining the Facility is increased;
		

		
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			(b)an amount payable to the Bank or the effective return to the Bank under a Transaction Document is reduced;
		

		
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			(c)the effective return to the Bank under any Transaction Document as a proportion of the capital of the Bank is reduced; or
		

		
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			(d)the Bank must make a payment or forego any interest or other return calculated by reference to any amount received or receivable by it from any Transaction Party under a Transaction Document,
		

		
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			because of:
		

		
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			(e)any law, regulation or Government Body directive or request (whether or not having the force of law) introduced or made after the date of this document, including those relating to taxation, capital adequacy or reserve requirements or banking or monetary controls; or
		

		
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			(f)any change in the interpretation or application of any of them,
		

		
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			the Borrower must, within two Business Days after a demand by the Bank, pay to the Bank the amount which, in the Bank’s reasonable opinion, will compensate the Bank for the increased cost, reduction, payment or foregone interest or other return.
		

		
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			15Illegality
		

		
			﻿
		

		
			15.1Prepayment
		

		
			If because of any change after the date of this document in:
		

		
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			(a)a law, regulation or a Government Body directive or request which is legally enforceable or compliance with which is in accordance with the practice of responsible Banks in the relevant jurisdiction; or
		

		
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			(b)the interpretation or application of any of them,
		

		
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			the Bank determines that it is or it will become impossible or illegal or contrary to that Government Body directive or request for:
		

		
			﻿
		

		
			(c)the Bank to fund, provide or maintain the Facility or otherwise comply with its obligations under the Transaction Documents; or
		

		
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			(d)a person from whom the Bank has raised or proposes to raise money in relation to the Facility to fund, provide or maintain that money,
		

		
			﻿
		

		
			the Borrower must, within five Business Days after receipt of a notice from the Bank to do so, pay the amount referred to in clause 10.2(a)(ii)(A) or 10.2(a)(ii)(B) as if that notice were a notice under clause 10.2(a)(ii)(A) or 10.2(a)(ii)(B).
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			15.2Facility terminated
		

		
			The Bank’s obligation to make Advances or Drawings under this document terminates on the giving of a notice under clause 15.1.
		

		
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			16Guarantee and indemnity
		

		
			﻿
		

		
			16.1Guarantee
		

		
			(a)Each Guarantor unconditionally and irrevocably guarantees the payment to the Bank of the Guaranteed Money.
		

		
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			(b)If the Borrower does not pay the Guaranteed Money on time and in accordance with the Transaction Documents, then the Guarantors agree to pay the Guaranteed Money on demand from the Bank.
		

		
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			(c)A demand may be made at any time and from time to time and whether or not the Bank or the Bank has made demand on the Borrower or any other Transaction Party.
		

		
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			16.2Nature of guarantee
		

		
			(a)The guarantee in clause 16.1 is a continuing obligation despite any intervening payment, settlement or other thing and extends to all of the Guaranteed Money.
		

		
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			(b)As between each Guarantor and the Bank (but without affecting the obligations of any other Transaction Party) each Guarantor is liable under this document in relation to the Guaranteed Money as a sole and principal debtor and not as surety.
		

		
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			16.3Indemnity
		

		
			(a)Each Guarantor indemnifies the Bank against any liability or loss arising and any costs it suffers or incurs:
		

		
			﻿
		

		
			(i)if a Transaction Party does not, is not obliged to or is unable to pay the Guaranteed Money in accordance with the Transaction Documents;
		

		
			﻿
		

		
			(ii)if a Guarantor is not obliged to pay the Bank an amount under
		

		
			clause 16;
		

		
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			(iii)if the Bank is obliged, or agrees, to pay an amount to a trustee in bankruptcy or liquidator (of an insolvent person) in connection with a payment by a Transaction Party under or in connection with a Transaction Document;
		

		
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			(iv)if a Guarantor defaults under the Guarantee in clause 16.1; or
		

		
			﻿
		

		
			(v)in connection with any person exercising, or not exercising, rights under the Guarantee in clause 16.1.
		

		
			﻿
		

		
			(b)Each Guarantor agrees to pay amounts due under this indemnity immediately on demand from the Bank.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			16.4Reinstatement of rights
		

		
			(a)Following an Insolvency Event in respect of a Transaction Party, a person may claim that a transaction (including a payment) in connection with this Guarantee or the Guaranteed Money is void or voidable.
		

		
			﻿
		

		
			(b)If a claim is made and upheld, conceded or comprised:
		

		
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			(i)the Bank is immediately entitled as against the Guarantors to the rights in respect of the Guaranteed Money to which it was entitled immediately before the transaction; and
		

		
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			(ii)on request from the Bank, each Guarantor agrees to do anything (including signing any document) to restore to the Bank any Security Interest (including this Guarantee) held by it from the Guarantors immediately before the transaction.
		

		
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			16.5Rights of the Bank are protected
		

		
			Rights given to the Bank under this Guarantee (and each Guarantor’s liabilities under it) are not affected by any act or omission by the Bank or by anything else that might otherwise affect them under law or otherwise, including:
		

		
			﻿
		

		
			(a)the fact that it varies or novates any agreement under which the Guaranteed Money is expressed to be owing, such as by increasing the Facility Limit or extending the term;
		

		
			﻿
		

		
			(b)the fact that it releases any Transaction Party or gives it a concession, such as more time to pay;
		

		
			﻿
		

		
			(c)the fact that a Transaction Party opens an account with it;
		

		
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			(d)the fact that it releases, loses the benefit of or does not obtain any Security Interest;
		

		
			﻿
		

		
			(e)the fact that it does not register any Security Interest which could be registered;
		

		
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			(f)the fact that it releases any person who gives a guarantee or indemnity in connection with any Transaction Party’s obligations (including under clause 16.13);
		

		
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			(g)the fact that a person becomes a Guarantor after the date of this document (including under clause 16.14);
		

		
			﻿
		

		
			(h)the fact the obligations of any person who guarantees any Transaction Party’s obligations (including under this Guarantee) may not be enforceable;
		

		
			﻿
		

		
			(i)the fact that any person who was intended to guarantee any Transaction Party’s obligations does not do so or does not do so effectively;
		

		
			﻿
		

		
			(j)changes in the membership, name or business of any person; or
		

		
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			(k)the fact that a person who is a co-surety or co-indemnifier for payment of the Guaranteed Money is discharged under an agreement or by operation of law.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			16.6No merger
		

		
			(a)This Guarantee does not merge with or adversely affect, and is not adversely affected by, any of the following:
		

		
			﻿
		

		
			(i)any other guarantee, indemnity, or Security Interest, or other right or remedy to which the Bank is entitled; or
		

		
			﻿
		

		
			(ii)a judgment which the Bank obtains against the Guarantors in connection with the Guaranteed Money or any other amount payable under this Guarantee.
		

		
			﻿
		

		
			(b)The Bank may still exercise rights under this Guarantee as well as under the judgment, other guarantee, indemnity, Security Interest, or other right or remedy.
		

		
			﻿
		

		
			16.7Extent of Guarantor’s obligations
		

		
			If more than one person is named as “Guarantor”, each of them is liable for all the obligations under this Guarantee both individually and jointly with any one or more other persons named as “Guarantor”.
		

		
			﻿
		

		
			16.8Guarantor’s rights are suspended
		

		
			As long as any of the Guaranteed Money remains unpaid, the Guarantor may not, without the Bank’s consent:
		

		
			﻿
		

		
			(a)reduce its liability under this Guarantee by claiming that it or any other Transaction Party or any other person has a right of set-off or counterclaim against the Bank;
		

		
			﻿
		

		
			(b)exercise any legal right to claim to be entitled to the benefit of another guarantee, indemnity, or Security Interest given in connection with the Guaranteed Money or any other amount payable under this Guarantee;
		

		
			﻿
		

		
			(c)claim an amount from another Transaction Party, or another guarantor of the Guaranteed Money (including a person who has signed this document as a “Guarantor”), under a right of indemnity in respect of this guarantee; or
		

		
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			(d)claim an amount in the insolvency of a Transaction Party or of another guarantor of the Guaranteed Money (including a person who has signed this document as a “Guarantor”).
		

		
			﻿
		

		
			16.9Guarantor’s right of proof limited
		

		
			Each Guarantor agrees not to exercise a right of proof after an event occurs relating to the insolvency of a Transaction Party or another guarantor of the Guaranteed Money (including a person who has signed this document as a “Guarantor”) independently of an attorney appointed under clause 16.12.
		

		
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			16.10No set-off against assignees
		

		
			If the Bank assigns or otherwise deals with its rights under this Guarantee, the Guarantors may not claim against any assignee (or any other person who has an interest in this Guarantee) any right of set-off or other right the Guarantors have against the Bank.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			16.11Suspense account
		

		
			The Bank may place in a suspense account any payment it receives from the Guarantors if there is currently an Insolvency Event, or an Insolvency Event is likely to occur, in relation to any Transaction Party, but must apply it towards satisfying the Guaranteed Money within six months unless the winding up of the relevant Guarantor has commenced.
		

		
			﻿
		

		
			16.12Right to prove
		

		
			(a)The Guarantor irrevocably appoints the Bank and each of its Authorised Representatives individually as its attorney and agrees to formally approve all action taken by an attorney under this clause 16.
		

		
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			(b)Each attorney may, at any time while any Guaranteed Money is outstanding:
		

		
			﻿
		

		
			(i)do anything which a Guarantor may lawfully do to exercise their right of proof in respect of a Transaction Party after an Insolvency Event occurs in respect of such Transaction Party. These things may be done in the Guarantor’s name or the attorney’s name and they include signing and delivering documents, taking part in legal proceedings and receiving any dividends arising out of the right of proof;
		

		
			﻿
		

		
			(ii)delegates its powers (including this power) and may revoke a delegation; and
		

		
			﻿
		

		
			(iii)exercise its powers even if this involves a conflict of duty and even if it has a personal interest in doing so.
		

		
			﻿
		

		
			(c)The attorney need not account to a Guarantor for any dividend received on exercising the right of proof under clause 16.12(i) except to the extent that any dividend remains after the Bank has received all of the Guaranteed Money and all other amounts payable under the Guarantee.
		

		
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			16.13Release of Guarantors
		

		
			(a)The Bank must, at the Borrower’s cost, execute any release documentation in respect of the Bank’s rights under clause 16.
		

		
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			(b)As between the Transaction Parties and the Bank, the Bank is not obliged to consent to a release unless required to do by the terms of another Transaction Document.
		

		
			﻿
		

		
			(c)The rights and obligations of the remaining Guarantors under the Guarantee in clause 16.1 will continue in full force and effect despite the release of a Guarantor under this clause 16.13.
		

		
			﻿
		

		
			16.14New Guarantors
		

		
			If a Subsidiary of any Transaction Party is required by the terms of a Transaction Document to become a Guarantor, the Borrower must ensure that such subsidiary executes a Guarantor Accession Deed as a new Transaction Party.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			16.15Consideration
		

		
			Each Guarantor acknowledges having executed this document in return for the Bank entering into the Transaction Documents at the request of the Guarantor and other valuable consideration.
		

		
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			16.16New Guarantors
		

		
			(a)A person automatically becomes a party to this document as a Guarantor and Transaction Party (after the date of this document) by signing and delivering to the Bank a Guarantor Accession Deed and doing anything else which the Bank reasonably requests to ensure the enforceability of that person’s obligations as a Guarantor.
		

		
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			(b)Each of the other parties to his document irrevocably appoints the Bank as its agent to sign on its behalf any Guarantor Accession Deed.
		

		
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			(c)The execution of a Guarantor Accession Deed will not operate to release any party from its obligations under any Transaction Document.
		

		
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			17Attorney
		

		
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			17.1Appointment
		

		
			If and for so long as an Event of Default occurred and is continuing, the Borrower irrevocably appoints the Bank its attorney with the power:
		

		
			﻿
		

		
			(a)at any time to:
		

		
			﻿
		

		
			(i)do everything which in the Attorney’s reasonable opinion is necessary or expedient to enable the exercise of any right of the Bank in relation to the Transaction Documents;
		

		
			﻿
		

		
			(ii)not used;
		

		
			﻿
		

		
			(iii)complete the Transaction Documents to which it is a party; and
		

		
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			(iv)appoint its directors, officers, employees and solicitors as substitutes and otherwise delegate its powers to any of them (except this power of delegation); and
		

		
			﻿
		

		
			(b)at any time after a notice is given under clause 10.2(a)(ii)(A) or 10.2(a)(ii)(B), to do all acts and things which the Borrower is obliged to do under the Transaction Documents or which in the Attorney’s opinion are necessary or expedient to enable the exercise of any right of the Bank in relation to the Transaction Documents.
		

		
			﻿
		

		
			17.2Not used
		

		
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			17.3General
		

		
			(a)Any Attorney may exercise any right solely for the benefit of the Bank, even if the exercise of the right constitutes a conflict of interest or duty.
		

		
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			(b)The Borrower by this document ratifies anything done or not done by the Attorney pursuant to the power of attorney.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(c)The power of attorney is granted:
		

		
			﻿
		

		
			(i)to secure the compliance by the Borrower with its obligations to the Bank under the Transaction Documents and any proprietary interests of the Bank under the Transaction Documents; and
		

		
			﻿
		

		
			(ii)for valuable consideration (receipt of which is acknowledged) which includes entry into of this document by the Bank at the Borrower’s request.
		

		
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			18General
		

		
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			18.1Set-off
		

		
			The Bank may set off any money due for payment by the Bank to the Borrower, whatsoever, including any money in any currency held by the Bank for the account of the Borrower in any place, against any money due for payment by the Borrower to the Bank under a Transaction Document.
		

		
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			18.2Bank’s certificate
		

		
			(a)A certificate by the Bank relating to any amount owing under a Transaction Document or as to its opinion in relation to any matter under any Transaction Document is prima facie evidence against the Borrower of the matters certified unless proven incorrect or there is a manifest error.
		

		
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			(b)The Bank is not obliged to give the reasons for its determination or opinion in relation to any matter under any Transaction Document. Any certification, determination or opinion relating to an amount must contain reasonable detail as to how the amount was calculated.
		

		
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			(c)A determination or an opinion of an Authorised Representative of the Bank which is given to the Borrower or otherwise expressed or acted on by the Bank as being a determination or an opinion of the Bank will be deemed to be a determination or opinion of the Bank.
		

		
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			18.3Supervening legislation
		

		
			Any present or future legislation which operates:
		

		
			﻿
		

		
			(a)to lessen or vary in favour of the Borrower any of its obligations in connection with the Transaction Documents; or
		

		
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			(b)to postpone, stay, suspend or curtail any rights of the Bank under the Transaction Documents,
		

		
			﻿
		

		
			is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
		

		
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			18.4Time of the essence
		

		
			Time is of the essence as regards any obligations of the Borrower or any date or period determined under the Transaction Documents, and if any date or period is altered by agreement between the parties, time is of the essence as
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			regards such altered date or period.
		

		
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			18.5Business Days
		

		
			(a)If the day on or by which anything, other than making a payment, must be done by the Borrower under a Transaction Document is not a Business Day, that thing must be done on or by the preceding Business Day.
		

		
			﻿
		

		
			(b)If a payment would otherwise be due on a day which is not a Business Day it will be due on the immediately following Business Day. However, if this would result in the payment being due in the month after the original due day or after the Termination Date it will be due on the immediately preceding Business Day.
		

		
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			(c)If anything, including making a payment, is to be done by the Borrower on or by a particular day and it is done:
		

		
			﻿
		

		
			(i)after the time by which a Transaction Document states it must be done or, if the Transaction Document does not state a time, after
		

		
			4.00 pm in the place where it is to be done; or
		

		
			﻿
		

		
			(ii)on a day which is not a Business Day,
		

		
			﻿
		

		
			it will be deemed to have been done at 9.00 am on the next Business Day.
		

		
			﻿
		

		
			18.6Confidentiality
		

		
			(a)The Bank must keep any information or document relating to a Transaction Party confidential. However, the Bank may disclose to any person any information or document relating to a Transaction Party:
		

		
			﻿
		

		
			(i)where permitted in a Transaction Document;
		

		
			﻿
		

		
			(ii)to another party to a Transaction Document;
		

		
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			(iii)to a potential transferee, assignee, participant or sub-participant of the Bank’s interests under a Transaction Document or to any other person who is considering entering into contractual relations with it in connection with a Transaction Document;
		

		
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			(iv)to the Bank’s related bodies corporate and shareholders, or to any employee, banker, lawyer, auditor or other consultant of the Bank, its related bodies corporate or its shareholders;
		

		
			﻿
		

		
			(v)to the professional advisers or consultants of any party involved in connection with any Facility who are bound by a duty or obligation of confidence;
		

		
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			(vi)if required by law or by any Government Body or stock exchange;
		

		
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			(vii)in connection with any legal proceedings relating to a Transaction Document or a document delivered under or in relation to a Transaction Document;
		

		
			﻿
		

		
			(viii)if the information or document is in the public domain; or
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(ix)with the consent of the Borrower (which must not be unreasonably withheld or delayed).
		

		
			﻿
		

		
			(b)Subject to paragraph (c), the Transaction Parties shall keep confidential and not disclose to any other person the terms of the Transaction Documents.
		

		
			﻿
		

		
			(c)However, the Transaction Parties and any officers or employees of each Transaction Party may disclose such information:
		

		
			﻿
		

		
			(i)with the prior written consent of the Bank;
		

		
			﻿
		

		
			(ii)to the extent required by any applicable law or regulation;
		

		
			﻿
		

		
			(iii)to the extent it reasonably deems necessary in connection with any actual or contemplated proceedings or a claim with respect to this clause 18.6; or
		

		
			﻿
		

		
			(iv)to the extent permitted by clause 18.6(a) (other than paragraph (iii)) as if each reference in that clause to the ‘Bank’ were to a ‘Transaction Party’ and each reference to the ‘Borrower’ were to the ‘Bank’; or
		

		
			﻿
		

		
			(v)Reading International, Inc. or any other holding company of a Transaction Party (who in turn may disclose such information to their officers or employees or to the extent required by any applicable law or regulation or rule of any stock exchange)..
		

		
			﻿
		

		
			(d)The Bank and the Transaction Parties agree that:
		

		
			﻿
		

		
			(i)neither of them will disclose information of the kind mentioned in section 275(1) of the PPS Act; and
		

		
			﻿
		

		
			(ii)this document does not create a Security Interest.
		

		
			﻿
		

		
			(e)This clause 18.6 survives the termination of this document.
		

		
			﻿
		

		
			(f)The Bank acknowledges that:
		

		
			﻿
		

		
			(i)information provided from time to time by the Transaction Parties to the Bank may constitute confidential non-public information; and
		

		
			﻿
		

		
			(ii)trading in marketable securities of Reading International Inc while in possession of the information referred to clause 18.6(f)(i) will violate United States' federal securities laws.
		

		
			﻿
		

		
			(g)The Bank agrees to:
		

		
			﻿
		

		
			(i)take reasonable precautions to maintain the confidentiality of the information referred to in clause 18.6(f)(i); and
		

		
			﻿
		

		
			(ii)advise any party to whom the information referred to in clause 18.6(f)(i) is disclosed that it may not trade in the marketable securities of Reading International Inc while in the possession of such information.
		

		
			﻿
		

		
			(h)This clause 18.6 will not be deemed to restrict the provision of information by any party to the Internal Revenue Service of the United
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			States of America.
		

		
			﻿
		

		
			18.7Exchange rate
		

		
			Subject to any express provision to the contrary, if for the purposes of a Transaction Document it is necessary to convert one currency into another currency, the conversion must be effected using an exchange rate selected by the Bank acting reasonably and in accordance with it usual practices.
		

		
			﻿
		

		
			18.8Records as evidence
		

		
			The Bank may maintain records specifying:
		

		
			﻿
		

		
			(a)payments made by the Bank for the account of a Transaction Party under a Transaction Document;
		

		
			﻿
		

		
			(b)payments by a Transaction Party for the account of the Bank under a Transaction Document; and
		

		
			﻿
		

		
			(c)interest, fees, charges, costs and expenses payable in relation to the Transaction Documents,
		

		
			﻿
		

		
			and those records will against the Borrower constitute prima facie evidence of the matters set out in them.
		

		
			﻿
		

		
			18.9Further assurances
		

		
			The Borrower must promptly execute all documents and do all things that the Bank from time to time reasonably requires to:
		

		
			﻿
		

		
			(a)effect, perfect or complete the provisions of each Transaction Document or any transaction contemplated by it;
		

		
			﻿
		

		
			(b)establish the priority of or reserve or create any Security Interest contemplated by or purported to be reserved or created by a Transaction Document; and
		

		
			﻿
		

		
			(c)stamp and register each Transaction Document in any relevant jurisdiction and by any person that the Bank thinks fit.
		

		
			﻿
		

		
			18.10Amendment
		

		
			This document may only be varied or replaced by a document executed by the parties.
		

		
			﻿
		

		
			18.11Waiver and exercise of rights
		

		
			(a)A right in favour of the Bank under a Transaction Document, a breach of an obligation of the Borrower under a Transaction Document or an Event of Default can only be waived by an instrument signed by the Bank. No other act, omission or delay of the Bank constitutes a waiver binding, or estoppel against, the Bank.
		

		
			﻿
		

		
			(b)A single or partial exercise or waiver by the Bank of a right relating to a Transaction Document does not prevent any other exercise of that right or the exercise of any other right.
		

		
			﻿
		

		
			(c)The Bank and its Representatives are not liable for any loss, cost or
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			expense of the Borrower caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right and the Bank holds the benefit of this clause 18.11 on trust for itself and its Representatives.
		

		
			﻿
		

		
			18.12Rights cumulative
		

		
			The rights of the Bank under the Transaction Documents are cumulative and in addition to its other rights.
		

		
			﻿
		

		
			18.13Approval and consent
		

		
			Except where a Transaction Document expressly provides otherwise, the Bank may conditionally or unconditionally give or withhold any consent under a Transaction Document and is not obliged to give its reasons for doing so.
		

		
			﻿
		

		
			18.14Assignment
		

		
			(a)The Borrower must not dispose of or Encumber any right under the Transaction Documents without the consent of the Bank.
		

		
			﻿
		

		
			(b)The Bank may assign any of its rights or novate, sub-participate, sell- down or transfer by whatever form or otherwise deal with any or all of its rights and obligations under any Transaction Document without the consent of, or notice to, the Borrower.
		

		
			﻿
		

		
			(c)If an Event of Default subsists then, in order to facilitate the Bank to deal with its rights and obligations, the Bank may (but is not obliged to), from time to time, separate and sever any of its rights (or any part of any of its rights) described in a notice given by the Bank to the Borrower from its other rights and obligations under any Transaction Document. Any such notice is effective on the time of delivery to separate and sever the rights described in the notice so that:
		

		
			﻿
		

		
			(i)those rights and obligations are independent from, and may be assigned (including at law), novated, sub-participated, sold-down, transferred or otherwise dealt with separately from, any other of the rights and obligations of the Bank under that Transaction Document;
		

		
			﻿
		

		
			(ii)those rights and obligations may be exercised differently from any other rights and obligations of the Bank under that Transaction Document; and
		

		
			﻿
		

		
			(iii)the Outstanding Accommodation in respect of those rights may be calculated separately from the other Outstanding Accommodation.
		

		
			﻿
		

		
			(d)If the Bank assigns its rights or transfers its rights and obligations under this document or any other Transaction Document, no Transaction Party will be required to pay any net increase in the aggregate amount of costs, Taxes, fees or charges which is a direct consequence of the assignment or transfer.
		

		
			﻿
		

		
			18.15Counterparts
		

		
			This document may consist of a number of counterparts and, if so, the
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			counterparts taken together constitute one document.
		

		
			﻿
		

		
			18.16Sovereign immunity
		

		
			The Borrower irrevocably waives any immunity that it or its property has from:
		

		
			﻿
		

		
			(a)set-off;
		

		
			﻿
		

		
			(b)legal, arbitral or administrative proceedings;
		

		
			﻿
		

		
			(c)any process or order of any court, administrative tribunal or arbitrator for the satisfaction or enforcement of a judgment, order or arbitral award or for the arrest, detention or sale of any property; or
		

		
			﻿
		

		
			(d)service on it of any process, judgment, order or arbitral award,
		

		
			﻿
		

		
			on the grounds of sovereignty or otherwise under any law of any jurisdiction where any proceedings may be brought or enforced in relation to any Event of Default under a Transaction Document.
		

		
			﻿
		

		
			18.17Governing law and jurisdiction
		

		
			(a)This document is governed by and is to be construed in accordance with the laws applicable in the Relevant Jurisdiction.
		

		
			﻿
		

		
			(b)Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in the Relevant Jurisdiction and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
		

		
			﻿
		

		
			18.18Telephone recording
		

		
			The Borrower consents to the Bank recording any telephone conversations between it and the Bank in relation to any Facility that are customarily recorded in the finance industry or where the Borrower is notified prior to the commencement of the telephone conversation and such recordings being used in any arbitral or legal proceedings and any telephone recording remains the Bank’s sole property at all times.
		

		
			﻿
		

		
			18.19Legal advice
		

		
			The Borrower acknowledges that, except as expressly set out in a Transaction Document:
		

		
			﻿
		

		
			(a)none of the Bank or any of its advisers have given any representation or warranty or other assurance to it in relation to any Transaction Document or the transactions contemplated by any Transaction Document, including as to Tax or other effects;
		

		
			﻿
		

		
			(b)it has not relied on the Bank or any of its advisers or on any conduct (including any recommendation) by the Bank or any of its advisers; and
		

		
			﻿
		

		
			(c)it has obtained its own independent financial, Tax and legal advice.
		

		
			﻿
		

		
			18.20Further assurances
		

		
			Whenever the Bank requests a Transaction Party to do anything:
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(a)to ensure any Transaction Document (or any security interest (as defined in the PPS Act) or other Security Interest, right or power under any Transaction Document) is fully effective, enforceable and perfected with the contemplated priority;
		

		
			﻿
		

		
			(b)for more satisfactorily assuring or securing to the Bank the property the subject of any such security interest or other Security in a manner consistent with the Transaction Documents; or
		

		
			﻿
		

		
			(c)for aiding the exercise of any right or power in any Transaction Document,
		

		
			﻿
		

		
			the Transaction Party shall do it promptly at its own cost. This may include obtaining consents, getting documents completed and signed, supplying information, delivering documents and evidence of title and executed blank transfers, and giving possession or control with respect to any Secured Property.
		

		
			﻿
		

		
			18.21Exclusion of certain provisions
		

		
			Where there is a Security Interest under any Transaction Document:
		

		
			﻿
		

		
			(a)to the extent permitted, sections 142 and 143 of the PPS Act are excluded in full and will not apply to that Security Interest and the Bank need not comply with sections 95, 118, 121(4), 125, 130 ,132(3)(d), and 132(4) of the PPS Act; and
		

		
			﻿
		

		
			(b)each Transaction Party waives its right to receive from the Bank any notice required under s157 of the PPS Act or the provisions of the PPS Act referred to in s144 of the PPS Act, except section 135.
		

		
			﻿
		

		
			This does not affect any rights a person has or would have other than by reason of the PPS Act and applies despite any other clause in any Transaction Document.
		

		
			﻿
		

		
			18.22Notice of changes
		

		
			Each Transaction Party agrees to notify the Bank at least 14 days before:
		

		
			﻿
		

		
			(a)a Transaction Party (or if the Transaction Party is trustee of a Trust or a partner of a partnership, the Trust or the partnership) changes its name;
		

		
			﻿
		

		
			(b)any ABN, ARBN or ARSN allocated to a Transaction Party (or if the Transaction Party is trustee of a Trust or a partner of a partnership, the Trust or the partnership) changes, is cancelled or otherwise ceases to apply to it (or if it does not have an ABN, ARBN or ARSN, one is allocated, or otherwise starts to apply, to it); or
		

		
			﻿
		

		
			(c)the Borrower becomes trustee of a trust, or a partner in a partnership, which is not expressly contemplated in the Transaction Documents.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			19Notices
		

		
			﻿
		

		
			19.1General
		

		
			A notice, demand, certification, process or other communication relating to a Transaction Document must be in writing in English and may be given by an Authorised Representative of the sender.
		

		
			﻿
		

		
			19.2How to give a communication
		

		
			In addition to any other lawful means, a communication may be given by being:
		

		
			﻿
		

		
			(a)personally delivered;
		

		
			﻿
		

		
			(b)left at the party’s current address for notices;
		

		
			﻿
		

		
			(c)sent to the party’s current address for notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; or
		

		
			﻿
		

		
			(d)sent by fax to the party’s current fax number for notices.
		

		
			﻿
		

		
			19.3Particulars for delivery of notices
		

		
			(a)The particulars for delivery of notices are initially:
		

		
			﻿
		

		
			Transaction Parties:
		

		
			﻿
		

		
			As set out in schedule 1. Bank:
		

		
			Address:Level 28, 500 Bourke Street, Melbourne, Victoria 300
		

		
			﻿
		

		
			Fax:1300 889 390
		

		
			﻿
		

		
			Attention:Andrew Tham
		

		
			﻿
		

		
			(b)Each party may change its particulars for delivery of notices by notice to each other party.
		

		
			﻿
		

		
			19.4Communications by post
		

		
			Subject to clause 19.6, a communication is given if posted:
		

		
			﻿
		

		
			(a)within Australia to an Australian address, three Business Days after posting; or
		

		
			﻿
		

		
			(b)in any other case, ten Business Days after posting.
		

		
			﻿
		

		
			19.5Communications by fax
		

		
			Subject to clause 19.6, a communication is given if sent by fax when the sender’s fax machine produces a report that the fax was sent in full to the addressee. That report is conclusive evidence that the addressee received the fax in full at the time indicated on that report.
		

		
			﻿
		

		
			19.6After hours communications
		

		
			If a communication is given:
		

		
			﻿
		

		
			(a)after 5.00 pm in the place of receipt; or
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			(b)on a day which is a Saturday, Sunday or bank or public holiday in the place of receipt,
		

		
			﻿
		

		
			it is taken as having been given at 9.00 am on the next day which is not a Saturday, Sunday or bank or public holiday in that place.
		

		
			﻿
		

		
			19.7Process service
		

		
			Any process or other document relating to litigation, administrative or arbitral proceedings relating to a Transaction Document may be served on a party to this document by any method contemplated by this clause 19.7 or in accordance with any applicable law.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			2Schedule 1 Original Guarantors
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

			
					
						﻿

					
					
						 

					
					
						 

				
	
					
						﻿

					
						Name

					
					
						 

					
						ACN

					
					
						 

					
						Particulars for delivery of notices

				
	
					
						﻿

					
						Reading Entertainment Australia Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Address: 98 York Street, South Melbourne VIC 3205 Australia

					
						 

					
						Fax: 03 9685 0999

					
						 

					
						 

					
						Attention:  Managing Director

					
						 

					
						AND TO:

					
						 

					
						 

					
						Reading International Inc.

					
						 

					
						Address: 5995 Sepulveda Blvd, Suite 300 Culver City California 90230

					
						United States of America

					
						 

					
						Fax: +1 213 235 2229

					
						 

					
						 

					
						Attention: Chief Financial Officer

				
	
					
						﻿

					
						Australia Country Cinemas Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Australian Equipment Supply Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Burwood Developments Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Epping Cinemas Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Hotel Newmarket Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Newmarket Properties Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Newmarket Properties No. 2 Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Newmarket Properties #3 Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				



		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						Name

					
					
						 

					
						ACN

					
					
						 

					
						Particulars for delivery of notices

				
	
					
						﻿

					
						Reading Auburn Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Australia Leasing (E&R) Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Belmont Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Charlestown Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Cinemas Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Cinemas Management Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Colac Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Dandenong Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Elizabeth Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Exhibition Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Licences Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Maitland Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Melton Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Bundaberg 2012 Pty Ltd (formerly Reading Moonee Ponds Pty Ltd)

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Properties Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Properties Indooroopilly Pty Ltd as trustee for The Landplan Property Partners Discretionary Trust

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Properties Taringa Pty Ltd as trustee for the Reading Property Partners No. 1 Discretionary Trust

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Property Holdings Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Rouse Hill Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Sunbury Pty Limited

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				



		
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						Name

					
					
						 

					
						ACN

					
					
						 

					
						Particulars for delivery of notices

				
	
					
						﻿

					
						Rhodes Peninsula Cinema Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Westlakes Cinema Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						A.C.N. [Redacted] Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				
	
					
						﻿

					
						Reading Cannon Park Pty Ltd

					
					
						 

					
						[Redacted]

					
					
						 

					
						Same as for Borrower

				



		
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			Schedule 2
		

		
			Facilities
		

		
			﻿
		

		
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			﻿
		

			
					
						﻿

					
						Facility Name

					
					
						 

					
						Granted pursuant to

					
					
						 

					
						Facility Limit

					
					
						 

					
						Purpose

					
					
						 

					
						Termination Date

				
	
					
						﻿

					
						Corporate

					
					
						 

					
						Clause

					
					
						 

					
						$120,000,000,

					
					
						 

					
						General corporate purposes.

					
					
						 

					
						31 December

				
	
					
						Markets

					
					
						4.1(a)(i)

					
					
						subject to

					
					
						2023

				
	
					
						Loan Facility

					
					
						clause 5.6

					
					
						 

				
	
					
						 

				
	
					
						﻿

					
						Bank Guarantee Facility

					
					
						 

					
						Clause 4.1(a)(ii)

					
					
						 

					
						$5,000,000

					
					
						 

					
						To support other cinema operations now or in the future operating from third party leased premises.

					
					
						 

					
						30 June 2023

				



		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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			Schedule 3
		

		
			Collateral Security
		

		
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			﻿
		

			
					
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						n

					
					
						 

					
					
						 

					
					
						 

				
	
					
						﻿

					
						Item

					
					
						 

					
						Description

					
					
						 

					
						Grantor

					
					
						 

					
						Secured Party

					
					
						 

					
						Details

				
	
					
						﻿

					
						1

					
					
						 

					
						Fixed and floating charge

					
					
						 

					
						Each Transaction Party

					
					
						 

					
						The Bank

					
					
						 

					
						Over all present and after acquired property but excluding the land and improvements known as 78 Middleborough Road, Old Burwood Road, Burwood Victoria and the other Excluded Property.

				
	
					
						﻿

					
						2

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Originally granted by the Borrower but subsequently assumed by Reading Properties Pty Ltd

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as 98 York Street, South Melbourne, Victoria and described in certificate of title volume 9944 folio 571.

				
	
					
						﻿

					
						3

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Originally granted by Reading Properties Pty Ltd but subsequently assumed by Reading Auburn Pty Ltd

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as Red Yard Entertainment Centre, 100 Parramatta Road, Auburn New South Wales and described in certificate of title 202/1039922.

				
	
					
						﻿

					
						4

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Originally granted by Reading Properties Pty Ltd but subsequently assumed by Reading Maitland Pty Ltd

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as Reading Maitland Cinema, Ken Tubman Drive, Maitland New South Wales and described in certificate of title 1/SP41681.

				
	
					
						﻿

					
						5

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Originally granted by Reading Properties Pty Ltd but subsequently assumed by Reading Belmont Pty Ltd

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as Reading Cloverdale Cinema 237 Knutsford Avenue, Cloverdale Western Australia and described in certificate of title volume 2189 folio 801.

				



		
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						Item

					
					
						 

					
						Description

					
					
						 

					
						Grantor

					
					
						 

					
						Secured Party

					
					
						 

					
						Details

				
	
					
						﻿

					
						6

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Originally granted by Reading Properties Pty Ltd but subsequently assumed by Reading Bundaberg 2012 Pty Ltd (formerly Reading Moonee Ponds Pty Ltd)

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as Reading Bundaberg Cinema 1 Johanna Boulevard, Kensington, Queensland and described in certificate of title 50013631.

				
	
					
						﻿

					
						7

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Newmarket Properties Pty Ltd

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as Reading Newmarket Shopping Centre, 400 Newmarket Road, Newmarket Queensland and described in certificate of title 50617438.

				
	
					
						﻿

					
						8

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Newmarket Properties No. 2 Pty Ltd

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as Corner Enoggera Road and Edmondstone Street, Newmarket Queensland and described in certificate of title 16548229.

				
	
					
						﻿

					
						9

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Originally granted by

					
						A.C.N. [Redacted]

					
						Pty Ltd, but subsequently assumed by Newmarket Properties #3 Pty Ltd

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as 14 Edmondstone Street, Newmarket Queensland and described in certificate of title 12106104.

				
	
					
						﻿

					
						10

					
					
						 

					
						Guarantee and indemnity

					
					
						 

					
						Transaction Parties

					
					
						 

					
						The Bank

					
					
						 

					
						Set out in clause 16.

				
	
					
						﻿

					
						11

					
					
						 

					
						Mortgage of lease

					
					
						 

					
						Reading Cinemas Pty Ltd

					
					
						 

					
						The Bank

					
					
						 

					
						The leasehold land improvements known as Reading Cinema Waurn Ponds, Corner Pioneer Road and Princes Highway, Waurn Ponds Victoria and described in certificate of title volume 10530 folio 739.

				
	
					
						﻿

					
						12

					
					
						 

					
						Deed of consent

					
					
						 

					
						Relevant landlords

					
					
						 

					
						The Bank

					
					
						 

					
						Deeds of consent landlords of leased cinema properties except for cinema properties located in Dubbo and Mt Gravatt 

				



		
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						page  81


				




		

			 

		




 


		

			 

		




		﻿
		

			
					
						﻿

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						﻿

					
						Item

					
					
						 

					
						Description

					
					
						 

					
						Grantor

					
					
						 

					
						Secured Party

					
					
						 

					
						Details

				
	
					
						﻿

					
						13

					
					
						 

					
						Deed of subordination

					
					
						 

					
						Borrower

					
						 

					
						 

					
						Reading International Cinemas LLC

					
					
						 

					
						The Bank

					
					
						 

					
						Deed of subordination between the Borrower, Reading International Cinemas LLC and the Bank.

				
	
					
						﻿

					
						14

					
					
						 

					
						First ranking mortgage

					
					
						 

					
						Reading Cannon Park Pty Ltd ACN [Redacted]

					
					
						 

					
						The Bank

					
					
						 

					
						The land and improvements known as Cannon Park City Centre and Cannon Park Discount Centre, Corner Hervey Range Road and Pioneer Drive, Thurwingowa Central, Queensland, described in title references 50442105, 50442106 and 51155321

				



		
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						page  82


				




		

			 

		




 


		

			 

		




		﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Schedule 4
		

		
			Not Used
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						Facility Agreement


					

					

						 


					

					

						page  83


				




		

			 

		




 


		

			 

		




		
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Schedule 5
		

		
			Not Used
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						Facility Agreement


					

					

						 


					

					

						page  84


				




		

			 

		




 


		

			 

		




		﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			7
		

		
			Schedule 6
		

		
			Verification Certificate
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			To:National Australia Bank Limited Level 28, 500 Bourke Street
		

		
			Melbourne VIC 3000
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			[date]
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Reading Entertainment Australia Pty Ltd Facility Agreement
		

		
			﻿
		

		
			﻿
		

		
			I, [] being the person whose name and signature appear at the bottom of this document, am a Director of the company named at the bottom of this document (Transaction Party) refer to the Corporate Markets Loan & Bank Guarantee Facility Agreement dated on or about the date of this document between, amongst others, Reading Entertainment Australia Pty Ltd as Borrower and National Australia Bank Limited as Bank (Facility Agreement) and certify as follows:
		

		
			﻿
		

		
			1Certificate of incorporation
		

		
			﻿
		

		
			A copy of the certificate of incorporation/registration and any certificate of change of name of the Transaction Party is attached and marked A. The copy is true, complete and up-to-date and there have been no amendments or variations since the date of the copy.
		

		
			﻿
		

		
			2Extract of minutes of meeting of directors
		

		
			﻿
		

		
			A true and correct extract of minutes of meeting of directors of the Transaction Party duly convened and held on the date mentioned in the extract is attached and marked B. The resolutions set out in the extract were duly approved, remain in full force and effect and have not been rescinded, amended, modified or revoked. The resolutions confirm that the Transaction Party derives a corporate benefit from the Transaction Documents.
		

		
			﻿
		

		
			3Power of attorney
		

		
			﻿
		

		
			[If applicable: An original power of attorney of the Transaction Party dated [date] appointing attorneys in respect of the Transaction Documents is attached and marked C. This power of attorney remains in full force and has not been revoked.]
		

		
			﻿
		

		
			4Specimen signatures
		

		
			﻿
		

		
			[In the case of the Borrower, insert: The following are the signatures of the persons appointed as Authorised Representatives of the Transaction Party for the purposes of the Transaction Documents.]
		

		
			﻿
		

		
			[In the case of any other Transaction Party insert: The signatures of 
		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						page  85


				




		

			 

		




 


		

			 

		




		the persons appointed as Authorised Representatives of the
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						Facility Agreement


					

					

						 


					

					

						page  86


				




		

			 

		




 


		

			 

		




		﻿
		

		
			Transaction Party for the purposes of the Transaction Documents are set out in the Verification Certificate provided by the Borrower.]
		

		
			﻿
		

		
			[In the case of the Borrower, insert:
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Authorised Representatives
		

		
			﻿
		

		
			
		

		
			 
		


			
					
						﻿

					
					
						 

					
					
						 

				
	
					
						Signature:

					
					
						Signature:

					
					
						Signature:

				
	
					
						Name:

					
					
						Name:

					
					
						Name:

				
	
					
						Title:

					
					
						Title:

					
					
						Title:

				



		
			﻿
		

		
			﻿
		

		
			5Solvency declaration
		

		
			﻿
		

		
			(a)As at the date of execution of each Transaction Document the Transaction Party is solvent (as defined in section 95A(1) of the Corporations Act) and will not become insolvent (as defined in section 95A(2) of the Corporations Act) by entering into and complying with its obligations under each Transaction Document to which it is expressed to be a party.
		

		
			﻿
		

		
			(b)To the best of my knowledge, no application or order has been made, no proceedings have been commenced, no resolutions have been passed or proposed in a notice of meeting and no other steps have been taken for:
		

		
			﻿
		

		
			(i)the winding up, dissolution or administration of the Transaction Party; or
		

		
			﻿
		

		
			(ii)the Transaction Party entering into an arrangement, compromise  or composition with or assignment of the benefit of its creditors or a class of them.
		

		
			﻿
		

		
			6Trust deed
		

		
			﻿
		

		
			[If applicable: A copy of the Trust Deed of the Trust of which the Transaction Party is sole trustee is attached and marked D. The copy is true, complete and up-to-date and there have been no amendments or variations since the date of the copy.]
		

		
			﻿
		

		
			7Definitions
		

		
			﻿
		

		
			Terms given a defined or specific meaning in the Facility Agreement and not separately defined in this certificate have the same meaning in this document unless the context requires otherwise.
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			[Name of person] who is a
		

		
			Director of [name of Transaction Party]
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Date:
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						Facility Agreement


					

					

						 


					

					

						page  87


				




		

			 

		




 


		

			 

		




		﻿
		

		
			﻿
		

		
			8Schedule 7
		

		
			Funding Notice
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			To:National Australia Bank Limited Level 28, 500 Bourke Street
		

		
			Melbourne VIC 3000 [date]
		

		
			Reading Entertainment Australia Pty Ltd Facility Agreement
		

		
			﻿
		

		
			I refer to the Corporate Markets Loan & Bank Guarantee Facility Agreement dated [insert date] between, amongst others, Reading Entertainment Australia Pty Ltd as Borrower and National Australia Bank Limited as Bank (Facility Agreement). A term which has a defined meaning in the Facility Agreement has the same meaning in this Funding Notice.
		

		
			﻿
		

		
			The Borrower requires an Advance/a Drawing details of which are as follows:
		

		
			﻿
		

		
			(a)the Funding Date is [];
		

		
			﻿
		

		
			[either]
		

		
			﻿
		

		
			(b)the amount of the Advance is [];
		

		
			﻿
		

		
			(c)the duration of the first Pricing Period for the Advance is [];
		

		
			﻿
		

		
			[or]
		

		
			﻿
		

		
			(d)the Beneficiary, Face Value and Expiry Date of each Bank Guarantee is:
		

		
			﻿
		

			
					
						Beneficiary

					
					
						Face value

					
					
						Expiry date

				
	
					
						﻿

					
					
						 

					
					
						 

				



		
			﻿
		

		
			﻿
		

		
			[Name of person] who is an
		

		
			Authorised Representative of Reading Entertainment Australia Pty Ltd
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						page  88


				




		

			 

		




 


		

			 

		




		﻿
		

		
			﻿
		

		
			Schedule 8
		

		
			Guarantor Accession Deed
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Date
		

		
			﻿
		

		
			﻿
		

		
			Parties
		

		
			﻿
		

		
			[New Guarantor] (Guarantor)
		

		
			﻿
		

		
			National Australia Bank Limited ABN 12 004 044 937 of Pier 3 Level 4, 800 Bourke Street, Docklands, Victoria 3008 (Bank)
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Agreed terms
		

		
			﻿
		

		
			﻿
		

		
			1Interpretation
		

		
			Facility Agreement means the Corporate Markets Loan & Bank Guarantee Facility Agreement dated [date] between, amongst others, Reading Entertainment Australia Pty Ltd as Borrower and National Australia Bank Limited as Bank together with all supplements to it.
		

		
			﻿
		

		
			Terms defined or given a meaning in the Facility Agreement have the same meaning in this document.
		

		
			﻿
		

		
			﻿
		

		
			2Transaction Document
		

		
			This document is a Transaction Document for the purposes of the Facility Agreement.
		

		
			﻿
		

		
			﻿
		

		
			3Accession
		

		
			(a)The Guarantor:
		

		
			﻿
		

		
			(i)agrees with each person who is or becomes a party to the Facility Agreement that with effect on and from the date of this document, it will be bound by the Facility Agreement as a Guarantor and a Transaction Party; and
		

		
			﻿
		

		
			(ii)makes in relation to itself in favour of the Bank the representations and warranties set out in clause 8.1 of the Facility Agreement.
		

		
			﻿
		

		
			(b)Each party agrees with the Guarantor that, with effect from the date of this document, the Guarantor will have the benefit of the Facility Agreement as a Transaction Party and Guarantor.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						page  89


				




		

			 

		




 


		

			 

		




		﻿
		

		
			4Notice
		

		
			The address for notice of the Guarantor for the purposes of clause 19.3 of the Facility Agreement is:
		

		
			﻿
		

		
			Address: Fax: Attention:
		

		
			﻿
		

		
			﻿
		

		
			5Governing law
		

		
			This document is governed by the laws of Victoria.
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Executed as a deed.
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						page  90


				




		

			 

		




 


		

			 

		




		﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			9Schedule 9
		

		
			Annual Compliance Certificate
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			To:National Australia Bank Limited Level 28, 500 Collins Street
		

		
			Melbourne VIC 3000
		

		
			﻿
		

		
			[date]
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Reading Entertainment Australia Pty Ltd Facility Agreement
		

		
			﻿
		

		
			1We refer to the Facility Agreement (Facility Agreement) dated [insert date] between, amongst others, Reading Entertainment Australia Pty Ltd as Borrower and National Australia Bank Limited as Bank. A term which has a defined meaning in the Facility Agreement has the same meaning in this Compliance Certificate.
		

		
			﻿
		

		
			This is an Annual Compliance Certificate given for the purpose of clause 9.4(b) of the Facility Agreement.
		

		
			﻿
		

		
			2We confirm that:
		

		
			﻿
		

		
			(a)the Fixed Charges Cover Ratio for the Financial Year ending [date] was [].
		

		
			﻿
		

		
			(b)the Leverage Ratio for the Financial Year ending [date] was [].
		

		
			﻿
		

		
			(c) the Debt to Debt plus Equity Ratio for the Financial Year ending [date] was       [].
		

		
			(d) the Loan to Value Ratio for the Financial Year ending [date] was [].
		

		
			﻿
		

		
			3We confirm that, as at the date of this Compliance Certificate:
		

		
			﻿
		

		
			(a)no Event of Default, Review Event or Potential Event of Default has occurred and is continuing [or provide details of any Event of Default, Review Event or Potential Event of Default];
		

		
			﻿
		

		
			(b)there are no Taxes or other statutory payments which are due and payable by a Transaction Party but unpaid [or provide details of any Taxes and other statutory payments which are being contested]; and
		

		
			﻿
		

		
			(c)the representations and warranties in clause 8.1 of the Facility Agreement which are to be repeated as at the date of this Compliance Certificate are correct.
		

		
			﻿
		

		
			4We confirm that the position of the Reading Entertainment Australia Group with respect to the following liabilities is as follows:
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						page  91


				




		

			 

		




 


		

			 

		




		﻿
		

		
			﻿
		

		
			﻿
		

			
					
						﻿

					
						Liability

					
					
						 

					
						Lodgement Cycle (Ann/Qtr/Mth - Please Circle)

					
					
						 

					
						Current (Yes/No - Please Circle)

					
					
						 

					
						If current, last payment details (Use brackets where refund)

					
					
						 

					
						If not current, Outstanding Details

					
					
						 

					
						Comments (eg – Arrangement with ATO)

				
	
					
						﻿

					
						GST

					
					
						 

					
						A

					
					
						 

					
						Q

					
					
						 

					
						M

					
					
						 

					
						Yes

					
						 

					
						No

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

				
	
					
						﻿

					
						PAYG-

					
						Withholding

					
					
						 

					
						A

					
					
						 

					
						Q

					
					
						 

					
						M

					
					
						 

					
						Yes

					
						 

					
						No

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

				
	
					
						﻿

					
						PAYG-

					
						Instalments (Income Tax)

					
					
						 

					
						A

					
					
						 

					
						Q

					
					
						 

					
						M

					
					
						 

					
						Yes

					
						 

					
						No

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

				
	
					
						﻿

					
						Employer Superannuation Contributions

					
					
						 

					
						A

					
					
						 

					
						Q

					
					
						 

					
						M

					
					
						 

					
						Yes

					
						 

					
						No

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

				
	
					
						﻿

					
						Payroll Tax

					
					
						 

					
						 

					
						 

					
						A

					
					
						 

					
					
						 

					
						 

					
						 

					
						M

					
					
						 

					
						Yes

					
						 

					
						No

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

				
	
					
						﻿

					
						Workcover

					
					
						 

					
					
						 

					
						Yes

					
						 

					
						No

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

				
	
					
						﻿

					
						Other Taxes?

					
					
						 

					
					
						 

					
						Yes

					
						 

					
						No

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

					
						Amt:

					
						 

					
						Date:

					
					
						 

				



		
			﻿
		

		
			* Where amounts are outstanding please provide the following information to support the advised position:
		

		
			﻿
		

		
			-Copy of the latest ATO Running Balance Account Statement (RBA);
		

		
			﻿
		

		
			-Have all BAS’s/IAS’s have been lodged?   Yes  /  No  (please circle);
		

		
			﻿
		

		
			If No - What statements are outstanding with associated liability amount?
		

		
			﻿
		

		
			Is any Group Member required to provide superannuation coverage under an industrial award?
		

		
			﻿
		

		
			Yes  / No (please circle)
		

		
			﻿
		

		
			If Yes – With reference to Industrial Awards, in accordance with any Award(s) that may have application to my/our industry and employees, I/We confirm that the prescribed amounts provided for in the Award(s) are being contributed to an eligible fund(s).
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			[Name of person] who is a
		

		
			Director of Reading Entertainment Australia Pty Ltd
		

		
			For and on behalf of Reading Entertainment Australia Pty Ltd
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						page  92


				




		

			 

		




 


		

			 

		




		﻿
		

		
			Schedule 10
		

		
			﻿
		

		
			﻿
		

		
			Interim Compliance Certificate
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			To:National Australia Bank Limited Level 28, 500 Collins Street
		

		
			Melbourne VIC 3000
		

		
			﻿
		

		
			[date]
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			Reading Entertainment Australia Pty Ltd Facility Agreement
		

		
			﻿
		

		
			1We refer to the Facility Agreement (Facility Agreement) dated [insert date] between, amongst others, Reading Entertainment Australia Pty Ltd as Borrower and National Australia Bank Limited as Bank. A term which has a defined meaning in the Facility Agreement has the same meaning in this Compliance Certificate.
		

		
			﻿
		

		
			This is an Interim Compliance Certificate given for the purpose of clause 9.4(c)
		

		
			of the Facility Agreement.
		

		
			﻿
		

		
			2We confirm that:
		

		
			﻿
		

		
			(a)the Fixed Charges Cover Ratio for the 12 month period ending
		

		
			[Calculation Date] was [].
		

		
			﻿
		

		
			(b)the Leverage Ratio for the 12 month period ending [Calculation Date]
		

		
			was [].
		

		
			﻿
		

		
			(c)the Loan to Value Ratio for the 12 month period ending [Calculation Date] was [].
		

		
			﻿
		

		
			3We confirm that, as at the date of this Compliance Certificate:
		

		
			﻿
		

		
			(a)no Event of Default, Review Event or Potential Event of Default has occurred and is continuing [or provide details of any Event of Default,
		

		
			Review Event or Potential Event of Default]; and
		

		
			﻿
		

		
			(b)the representations and warranties in clause 8.1 of the Facility Agreement which are to be repeated as at the date of this Compliance Certificate are correct.
		

		
			﻿
		

		
			4I confirm that the position of the Reading Entertainment Australia Group with respect to the following liabilities is as follows:
		

		
			 
		


		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						page  93


				




		

			 

		




 


		

			 

		




			
					
						ST

					
					
						 

					
					
						 

					
					
						 

					
					
						es No

					
					
						mt: Date:

					
					
						mt: Date:

					
					
						 

				
	
					
						﻿

					
						Liability Description

					
					
						Lodgement

					
						Cycle Ann/Qtr/Mth

					
						(Please Circle)

					
					
						Current

					
						 

					
						(Yes/No

					
						)

					
						 

					
						 

					
						(Please Circle)

					
					
						If Current

					
						 

					
						Last Payment Details

					
						 

					
						(Use brackets where refund)

					
					
						If Not Current

					
						 

					
						Outstanding Details

					
					
						Comments

					
						(eg – Repayment Arrangement entered with ATO)

				
	
					
						﻿

					
						GST

					
					
						 

					
						A

					
					
						 

					
						Q

					
					
						 

					
						M

					
					
						 

					
						Yes No

					
					
						 

					
						Amt: Date:

					
					
						 

					
						Amt: Date:

					
					
						 

				
	
					
						﻿

					
						PAYG-

					
						Withholding

					
					
						 

					
						A

					
					
						 

					
						Q

					
					
						 

					
						M

					
					
						 

					
						Yes No

					
					
						 

					
						Amt: Date:

					
					
						 

					
						Amt: Date:

					
					
						 

				
	
					
						﻿

					
						PAYG-

					
						Instalments (Income Tax)

					
					
						 

					
						A

					
					
						 

					
						Q

					
					
						 

					
						M

					
					
						 

					
						Yes No

					
					
						 

					
						Amt: Date:

					
					
						 

					
						Amt: Date:

					
					
						 

				
	
					
						﻿

					
						Employer Superannuatio n Contributions

					
					
						 

					
						Q

					
					
						 

					
						M

					
						 

					
						%

					
					
						 

					
						Yes No

					
					
						 

					
						Amt: Date:

					
					
						 

					
						Amt: Date:

					
					
						 

				
	
					
						﻿

					
						Payroll Tax

					
					
						 

					
						A

					
					
						 

					
					
						 

					
						M

					
					
						 

					
						Yes No

					
					
						 

					
						Amt: Date:

					
					
						 

					
						Amt: Date:

					
					
						 

				
	
					
						﻿

					
						Workcover

					
					
						 

					
					
						 

					
						Yes No

					
					
						 

					
						Amt: Date:

					
					
						 

					
						Amt: Date:

					
					
						 

				
	
					
						﻿

					
						Other Taxes?

					
					
						 

					
					
						 

					
						Yes No

					
					
						 

					
						Amt: Date:

					
					
						 

					
						Amt: Date:

					
					
						 

				



		
			﻿
		

		
			* Where amounts are outstanding please provide the following information to support the advised position:
		

		
			﻿
		

		
			-Copy of the latest ATO Running Balance Account Statement (RBA);
		

		
			﻿
		

		
			-Have all BAS’s/IAS’s have been lodged?   Yes / No  (please circle);
		

		
			﻿
		

		
			If No - What statements are outstanding with associated liability amount?
		

		
			﻿
		

		
			﻿
		

		
			Is any Group Member required to provide superannuation coverage under an industrial award?
		

		
			﻿
		

		
			Yes / No (please circle)
		

		
			 
		


		

		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

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						page  94


				




		

			 

		




 


		

			 

		




		﻿
		

		
			If Yes – With reference to Industrial Awards, in accordance with any Award(s) that may have application to my/our industry and employees, I/We confirm that the prescribed amounts provided for in the Award(s) are being contributed to an eligible fund(s).
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			﻿
		

		
			[Name of person] who is a
		

		
			Director of Reading Entertainment Australia Pty Ltd
		

		
			For and on behalf of Reading Entertainment Australia Pty Ltd
		

		
			﻿
		

		
			﻿
		

		 


			

					

						 


					

					

						 


					

					

						 


				
	

					

						Facility Agreement


					

					

						 


					

					

						page  95