exhibit10_24.htm



 


 


 



	
National Australia Bank Limited


	
Reading Entertainment Australia Group


 







 


 


Bill Acceptance and Discount & Bank Guarantee Facility Agreement


 


 


 




  





  











  








 


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


	
1.6

	
Terms relating to Bills

	
20


	
1.7

	
Inconsistency

	
20


	
2

	
Consideration

	
21


	
3

	
Conditions precedent

	
21


	
3.1

	
Initial conditions precedent

	
21


	
3.2

	
Conditions precedent to Drawings

	
21


	
3.3

	
Satisfaction of conditions precedent

	
21


	
3.4

	
Conditions subsequent

	
22


	
4

	
Facility

	
22


	
4.1

	
Nature

	
22


	
4.2

	
Purpose

	
22


	
4.3

	
Drawings

	
22


	
4.4

	
Funding Notices

	
23


	
4.5

	
Funding Periods

	
24


	
4.6

	
Drawing and acceptance of Bills

	
24


	
4.7

	
Discounting of Bills

	
24


	
4.8

	
Bank Guarantee Facilities

	
25


	
4.9

	
Cancellation

	
25


	
4.10

	
Market disruption

	
25


	
4.11

	
Alternative basis of interest or funding

	
26


	
4.12

	
Pricing Review Events

	
26


	
4.13

	
Consequences of a Pricing Review

	
26


	
5

	
Payments

	
27


	
5.1

	
Bills

	
27


	
5.2

	
Voluntary prepayments

	
27


	
5.3

	
Indemnity in respect of Bank Guarantees

	
27


	
5.4

	
Mandatory prepayments

	
28


	
5.5

	
Repayment

	
29


	
6

	
Interest and fees

	
30


	
6.1

	
Payment and rate

	
30


	
6.2

	
Computation of interest

	
30


	
6.3

	
Capitalisation of interest

	
30


	
6.4

	
Merger

	
31














  





  











  






 



	
7

	
Payments

	
31


	
7.1

	
Place, manner and time of payment

	
31


	
7.2

	
Gross-up

	
31


	
7.3

	
Appropriation

	
32


	
8

	
Representations and warranties

	
32


	
8.1

	
Nature

	
32


	
8.2

	
General

	
35


	
9

	
General obligations

	
36


	
9.1

	
Fees

	
36


	
9.2

	
Records

	
37


	
9.3

	
Financial Statements and other financial information

	
37


	
9.4

	
Other information

	
38


	
9.5

	
Other financial undertakings

	
39


	
9.6

	
Insurance

	
42


	
9.7

	
Financial ratios

	
42


	
9.8

	
Environment

	
44


	
9.9

	
No default

	
46


	
9.10

	
Obligations of Trustees

	
46


	
10

	
Events of Default

	
47


	
10.1

	
Nature

	
47


	
10.2

	
Effect of Event of Default

	
50


	
10.3

	
Cash Cover Account regarding Bank Guarantees

	
52


	
10.4

	
Review Events

	
52


	
10.5

	
Reviews

	
52


	
11

	
Costs and expenses

	
53


	
11.1

	
Interpretation

	
53


	
11.2

	
Nature

	
53


	
11.3

	
Remuneration

	
54


	
12

	
Indemnities

	
54


	
12.1

	
Nature

	
54


	
12.2

	
Representatives

	
54


	
12.3

	
Currency deficiency

	
54


	
12.4

	
Independence and survival

	
55


	
12.5

	
Accounting for transactions

	
55


	
12.6

	
Liability for Regulatory Events

	
55


	
13

	
Goods and Services Tax

	
56


	
13.1

	
Taxable supply

	
56


	
13.2

	
Adjustment events

	
56


	
13.3

	
Payments

	
56














  





  











  






 



	
14

	
Increased costs

	
57


	
15

	
Illegality

	
57


	
15.1

	
Prepayment

	
57


	
15.2

	
Facility terminated

	
58


	
16

	
Guarantee and indemnity

	
58


	
16.1

	
Guarantee

	
58


	
16.2

	
Nature of guarantee

	
58


	
16.3

	
Indemnity

	
58


	
16.4

	
Reinstatement of rights

	
59


	
16.5

	
Rights of the Bank are protected

	
59


	
16.6

	
No merger

	
60


	
16.7

	
Extent of Guarantor’s obligations

	
60


	
16.8

	
Guarantor’s rights are suspended

	
60


	
16.9

	
Guarantor’s right of proof limited

	
60


	
16.10

	
No set-off against assignees

	
61


	
16.11

	
Suspense account

	
61


	
16.12

	
Right to prove

	
61


	
16.13

	
Release of Guarantors

	
61


	
16.14

	
New Guarantors

	
62


	
16.15

	
Consideration

	
62


	
16.16

	
New Guarantors

	
62


	
17

	
Attorney

	
62


	
17.1

	
Appointment

	
62


	
17.2

	
General

	
63


	
18

	
General

	
63


	
18.1

	
Set-off

	
63


	
18.2

	
Bank’s certificate

	
63


	
18.3

	
Supervening legislation

	
63


	
18.4

	
Time of the essence

	
64


	
18.5

	
Business Days

	
64


	
18.6

	
Confidentiality

	
64


	
18.7

	
Exchange rate

	
66


	
18.8

	
Records as evidence

	
66


	
18.9

	
Further assurances

	
66


	
18.10

	
Amendment

	
66


	
18.11

	
Waiver and exercise of rights

	
66


	
18.12

	
Rights cumulative

	
67


	
18.13

	
Approval and consent

	
67


	
18.14

	
Assignment

	
67


	
18.15

	
Counterparts

	
68


	
18.16

	
Sovereign immunity

	
68


	
18.17

	
Governing law and jurisdiction

	
68


	
18.18

	
Telephone recording

	
68














  





  











  






 



	
18.19

	
Legal advice

	
68


	
18.20

	
Giving effect to the Transaction Documents

	
69


	
19

	
Notices

	
69


	
19.1

	
General

	
69


	
19.2

	
How to give a communication

	
69


	
19.3

	
Particulars for delivery of notices

	
70


	
19.4

	
Communications by post

	
70


	
19.5

	
Communications by fax

	
70


	
19.6

	
After hours communications

	
70


	
19.7

	
Process service

	
70


	
Schedule 1 – Transaction Parties

	
71


	
Schedule 2 – Facilities

	
73


	
Schedule 3 – Collateral Security

	
74


	
Schedule 4 – Bill Facility Limit

	
76


	
Schedule 5 – Conditions Precedent

	
77


	
Schedule 6 – Verification Certificate

	
81


	
Schedule 7 – Funding Notice

	
84


	
Schedule 8 – Guarantor Accession Deed

	
85


	
Schedule 9 – Compliance Certificate

	
87


	
Schedule 10 – Interim Compliance Certificate

	
89












 




  





  











  
















 


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 070 893 908 of 98 York Street, South Melbourne, Victoria 3205 (Borrower)


 


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


 







 








 









Agreed terms


 


 



	
1  

	
Interpretation







 


 



	
1.1  

	
Definitions







 


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 impairment for non-current assets included in the consolidated financial statements of the Reading Entertainment Australia Group for the Financial Year ending 31 December 2010, as applicable to the relevant period;







 



	
(b)  

	
any amounts from litigation settlements included in the consolidated financial statements of the Reading Entertainment Australia Group,  for the Financial Year ending 31 December 2010, as applicable to the relevant period; 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.







 


Aggregate Amount means, in relation to a Drawing, the aggregate of


 



	
(a)  

	
the Face Values of all Bills; or







 



	
(b)  

	
the Face Values of all Bank Guarantees;







 




  





-1-











  




 




comprising that Drawing.


 


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 Bill 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 Bill Discount Facility means the Facility described as such in schedule 2 and granted pursuant to clause 4.1(a)(i).


 


 Bank Facility Fee means the amounts payable in accordance with clause 9.1(b).


 


 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)(iii).


 


 Bank Guarantee Margin means in respect of each Bank Guarantee:


 



	
(a)  

	
from the date this document is signed until adjusted in accordance with paragraph (b), 2.90% per annum;







 



	
(b)  

	
a margin adjusted on the last day of each six month period following the Funding Date for that Bank Guarantee by reference to the table below, and based on the most recently determined Leverage Ratio (being a Leverage Ratio that has been calculated by reference to the Financial Statements and information set out in the most recently received Annual Compliance Certificate or Interim Compliance Certificate):







 




  





-2-











  






 


Funding Date for that Bank Guarantee by reference to the table below, and based on the most recently determined Leverage Ration (being a Leverage Ratio that has been calculated by reference to the financial Statements and information set out in the most recently received Annual Compliance Certificate or Interim Compliance Certificate):


 



	
Leverage Ratio

	
Bank Guarantee Margin


	
Greater than 3.50 times

	
2.90% per annum


	
Greater than 3.00 times and equal to or less than 3.50 times

	
2.65% per annum


	
Greater than 2.50 times and equal to or less than 3.00 times

	
2.40% per annum


	
Less than or equal to 2.50 times

	
2.15% per annum












 


Bank Guarantee Reserve Account means the account established pursuant to clause 9.5(n).


 


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.


 


Bill Facility means each of:


 



	
(a)  

	
the Bank Bill Discount Facility; and







 



	
(b)  

	
the Revolving Bank Bill Discount Facility.







 


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.







 


Burwood Property means:


 



	
(a)  

	
the land and improvements known as 78 Middleborough Road, Old Burwood Road, Burwood, Victoria; and







 




  





-3-











  






 



	
(b)  

	
all present or future agreements, documents or rights relating to the ownership, occupation, use, sale, transfer or disposal of all or any part of the land and improvements described in paragraph (a).







 


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 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.


 




  





-4-











  






 


Corporations Act means the Corporations Act 2001 (Cth).


 


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


 


Current Bill means a Bill accepted and discounted in accordance with this document which has not matured.


 


Debt Service Cover Ratio means, at any date, the ratio of:


 



	
(a)  

	
Adjusted EBITDA; to







 



	
(b)  

	
the aggregate amount of:







 



	
(i)  

	
Gross Interest Expense paid or payable by the Transaction Parties (whether payable in respect of the Facilities or otherwise) in respect of the 12 month period ending on that date; and







 



	
(ii)  

	
all scheduled payments of principal in respect of the 12 month period ending on that date (including any payment required in order for the Borrower to comply with clause 5.5(a)  in respect of the Bank Bill Discount Facility) paid or payable by the Transaction Parties in respect of any Financial Indebtedness (other than Excluded Financial Indebtedness).







 


Discount Rate means in relation to a Funding 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 Funding Period on the Reuters Screen under the heading “BBSY” for Bills with a tenor as nearly as possible equal to that Funding 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).


 


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;







 




  





-5-











  






 



	
(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:


 



	
(a)  

	
each Bill accepted and discounted or to be accepted and discounted;







 



	
(b)  

	
each Bank Guarantees issued or to be issued;







 


in accordance with this document and, in the case of Bills and Bank Guarantees, 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 Australia Group for that period, plus depreciation and amortisation as determined in accordance with Accounting Standards.


 


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.


 




  





-6-











  






 


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 Burwood Property;







 



	
(b)  

	
the present or future interest of Reading Cinemas Pty Ltd in the joint venture with Champion Pictures Pty Ltd relating to the Elsternwick cinema business or the assets the subject of the joint venture or the relevant joint venture agreement;







 



	
(c)  

	
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







 



	
(d)  

	
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 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,


 



	
(a)  

	
in relation to a Bank Guarantee:







 



	
(i)  

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







 



	
(ii)  

	
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; and







 



	
(b)  

	
in relation to a Bill, the sum payable on that Bill.







 


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,


 



	
(a)  

	
initially, in respect of each Facility, the relevant Facility Limit set out in schedule 2,







 




  





-7-











  






 



	
(b)  

	
in respect of the Bank Bill Discount Facility, from each Payment Date listed in schedule 4, the Facility Limit listed next to that Payment Date, less the aggregate of all mandatory prepayments pursuant to clause 5.4 up to the Payment Date.







 


as reduced under this document.


 


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 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.


 


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,







 




  





-8-











  






 


to


 



	
(b)  

	
the aggregate amount of:







 



	
(i)  

	
Gross Interest Expense paid or payable by the Transaction Parties (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 paragraph 3 of Schedule 3.


 


Funding Date means a date on which:


 



	
(a)  

	
Bills are, or are proposed to be, accepted and discounted;







 



	
(b)  

	
a Bank Guarantee is, or is proposed to be, issued; or







 



	
(c)  

	
any other Drawing is, or is proposed to be, made,







 


under this document.


 


Funding Notice means a notice in accordance with clause 4.4.


 


Funding Period means, in relation to a Bill, the period having the duration selected in accordance with clause 4.5 and beginning on the Funding Date in relation to the Bill.


 


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;







 



	
(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.







 




  





-9-











  






 


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.


 


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:


 



	
(a)  

	
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; and







 




  





-10-











  






 



	
(b)  

	
in relation to a Matured Bill, the amount payable by the Borrower in relation to that Matured Bill on its Maturity Date in accordance with this document.







 


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 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







 




  





-11-











  






 



	
(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.


 


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.


 


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


 



	
(a)  

	
Total Gross Debt outstanding on that date; to







 



	
(b)  

	
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 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.


 


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


 



	
(a)  

	
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; and







 



	
(b)  

	
in relation to a Bill accepted and discounted in accordance with this document, the Bill has matured.







 




  





-12-











  






 


Maturing Bill has the meaning given in the definition of Replacement Bills.


 


Maturity Date means, in relation to a Bill, the day on which that Bill is expressed to be payable.


 


Month means a calendar month.


 


Net Proceeds means, in relation to a Bill discounted by the Bank under this document, the Proceeds of Discount in relation to that Bill less any other sums (including stamp duty) payable in relation to that Bill or the drawing, acceptance or discounting of it.


 


When used in relation to a Drawing the expression means the aggregate of the Net Proceeds of all Bills comprising that Drawing.


 


Outstanding Accommodation means at any time, the aggregate of:


 



	
(a)  

	
the Face Value of each of the Current Bills and all Indemnity Amounts in relation to each of the Matured Bills which have not been paid; and







 



	
(b)  

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







 


When used in relation to any Facility, it means the Outstanding Accommodation in relation to Drawings under that Facility.


 


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 Bank’s published Base Indicator Rate at that time, a customer margin of 2.90% per annum 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.


 


Payment Date means each date set out in schedule 4.


 


Permitted Disposal means a disposal:


 



	
(a)  

	
of assets between the Transaction Parties;







 



	
(b)  

	
of the land and improvements known as 70 Station Road, Indooroopilly Queensland and described in certificate of title 11485156, subject to Reading Properties Indooroopilly Pty Ltd seeking a release of the Bank’s Security over that property and compliance with clause 5.4(b);







 



	
(c)  

	
of the Burwood Property;







 



	
(d)  

	
of Reading Cinemas Pty Ltd’s interest as lessee in the Elsternwick cinema business, to Champion Pictures Pty Ltd;







 



	
(e)  

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







 



	
(f)  

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







 



	
(g)  

	
of obsolete or redundant assets;







 




  





-13-











  






 



	
(h)  

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







 



	
(i)  

	
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







 



	
(j)  

	
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 $500,000.







 


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; or







 



	
(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;







 




  





-14-











  






 



	
(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:







 



	
(i)  

	
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







 



	
(ii)  

	
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; and







 



	
(j)  

	
an Encumbrance over the Burwood Property granted by a Transaction Party in connection with the sale of the Burwood Property and the development of the Burwood Property by the purchaser (or an affiliate of the purchaser), provided that the recourse of the holder of that Encumbrance is limited to the Burwood Property and the proceeds of enforcement of the Encumbrance.







 


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;







 




  





-15-











  






 



	
(i)  

	
Financial Indebtedness under finance or capital leases of vehicles, plant, equipment or computers existing at the date of this document; and







 



	
(j)  

	
Financial Indebtedness not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed $500,000 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.


 


Proceeds of Discount means, in relation to a Bill discounted or to be discounted by the Bank under this document, the amount derived by using the following formula:


 


PD =       FV x 36,500      


         (DR x IP) + 36,500


 


where:


 


PD is the Proceeds of Discount of the Bill;


 


FV is the Face Value of the Bill;


 


DR is the Discount Rate in relation to the Funding Period for the Bill; and


 


IP is the number of days in the Funding Period for that Bill including its Funding Date but excluding its Maturity Date.


 


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, any subsidiary of the Borrower and A.C.N. 143 633 096 Pty Ltd 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.


 




  





-16-











  






 


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







 



	
(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.


 


Replacement Bills means Bills the Net Proceeds of which are applied towards satisfying the Borrower’s obligations to pay the Indemnity Amount in relation to other Bills (Maturing Bills) which will mature on the Funding Date for the Replacement Bills.


 


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


 


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


 


 Revolving Bank Bill Discount Facility means the Facility described as such in schedule 2 and granted pursuant to clause 4.1(a)(ii),


 


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.


 




  





-17-











  






 


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.


 


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)  

	
all Current Bills and Matured Bills;







 



	
(c)  

	
each Guarantor Accession Deed;







 



	
(d)  

	
the Collateral Security;







 



	
(e)  

	
the Parent Subordination Agreement;







 



	
(f)  

	
the ISDA Master Agreement dated on or about the date of this document between the Bank and the Borrower;







 



	
(g)  

	
each deed of consent listed in paragraph 6 of Schedule 5 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.


 




  





-18-











  






 


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.


 


Verification Certificate means a certificate in substantially the form set out in schedule 6.


 


 



	
1.2  

	
Construction







 


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;







 




  





-19-











  






 



	
(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.







 


 



	
1.3  

	
Headings







 


Headings do not affect the interpretation of this document.


 


 



	
1.4  

	
Corporations 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.







 


 



	
1.5  

	
Subsisting 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.







 


 



	
1.6  

	
Terms relating to Bills







 


Unless expressed to the contrary:


 



	
(a)  

	
a Bill matures when the sum payable by the Bill becomes due for payment; and







 



	
(b)  

	
any reference to the drawing, acceptance, indorsement or other dealing of or with a Bill is a reference to a drawing, acceptance, indorsement or other dealing (as the case may be) within the meaning of the Bills of Exchange Act 1909.







 


 



	
1.7  

	
Inconsistency







 




  





-20-











  






 


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


 


 



	
2  

	
Consideration







 


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


 


 



	
3  

	
Conditions precedent







 


 



	
3.1  

	
Initial conditions precedent







 


The obligations of the Bank to make available the Facility are subject to the conditions precedent that:


 



	
(a)  

	
at least two clear Business Days before the first Funding Date, the Bank has received the every item listed in schedule 5 in form and substance satisfactory to the Bank;







 



	
(b)  

	
all fees and charges payable on or before the first Funding Date in connection with the Facility have been paid (or the Bank is satisfied that they will be paid on the first Funding Date);







 



	
(c)  

	
the Bank has received by the time reasonably requested by the Bank anything which it has reasonably requested that any Transaction Party provide to it in relation to any Transaction Document; and







 



	
(d)  

	
the initial Funding Date occurs no later than 30 June 2011.







 


 



	
3.2  

	
Conditions precedent to Drawings







 


The obligation of the Bank to accept and discount any Bill 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;







 



	
(b)  

	
all fees and charges then due and payable in connection with the Facility have been paid; and







 



	
(c)  

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







 


 



	
3.3  

	
Satisfaction of conditions precedent







 



	
(a)  

	
Any certificates or copies of documents referred to in clause 3.1 must be certified by the relevant Transaction Party (or, if the relevant Transaction Party is a corporation, by a company secretary or director of the relevant Transaction Party) as being true, complete and current.







 



	
(b)  

	
The conditions precedent are for the benefit of the Bank.  The Bank may waive the satisfaction of any of them at any time before or after the time by which they must be satisfied.







 




  





-21-











  






 



	
3.4  

	
Conditions subsequent







 


The Transaction Parties must ensure that with respect to all transactional banking services utilised by the Reading Entertainment Australia Group that migration of these services to the Bank has commenced by the end of the Quarter beginning 31 December 2011.


 


 



	
4  

	
Facility







 


 



	
4.1  

	
Nature







 



	
(a)  

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







 



	
(i)  

	
the Bank Bill Discount Facility under which the Bank will accept and discount Bills drawn by the Borrower on the Bank;







 



	
(ii)  

	
the Revolving Bank Bill Discount Facility under which the Bank will accept and discount Bills drawn by the Borrower on the Bank; and







 



	
(iii)  

	
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 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.







 


 



	
4.2  

	
Purpose







 


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


 


 



	
4.3  

	
Drawings







 



	
(a)  

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







 



	
(b)  

	
The Aggregate Amount of a Drawing under a Facility must not, when added to the Outstanding Accommodation (if any) under 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 Bills 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 as that for the relevant Drawing are included in that calculation.







 



	
(c)  

	
Except in the case of Replacement Bills, the Bank is only obliged to accept and discount Bills during the Availability Period.







 




  





-22-











  






 



	
(d)  

	
The Borrower must not request a Drawing under a Facility if, after that Drawing and all other Drawings under the same Facility (if any) requested for the same Funding Date are made, there would be Current Bills under that Facility maturing on more than 2 different Maturity Dates.







 


 



	
4.4  

	
Funding 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, if the Bills comprising the Drawing are to be Replacement Bills, must be a Business Day not later than 30 days before the Termination Date and, in all other cases, must be a Business Day during the Availability Period;







 



	
(iv)  

	
specify the Aggregate Amount of the proposed Drawing which, if the Bills comprising that Drawing are to be Replacement Bills, must not be greater than the aggregate Face Value of the related Maturing Bills;







 



	
(v)  

	
if the Drawing comprises Bills:







 



	
(A)  

	
 if the Bills are to be Replacement Bills, specify that fact and the details of the related Maturing Bills;







 



	
(B)  

	
unless the Bills are to be Replacement Bills, specify the person to whom the Net Proceeds of the proposed Drawing are to be paid; and







 



	
(C)  

	
specify the duration of the Funding Period for the Bills (which must be the same for all those Bills); and







 



	
(vi)  

	
if the Drawing comprises Bank Guarantees, 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.







 




  





-23-











  






 



	
4.5  

	
Funding Periods







 



	
(a)  

	
Subject to clause 4.5(c), the Funding Period for each Bill must be a period of at least 7 days and no more than 180 days, or another period agreed by the Bank.







 



	
(b)  

	
Subject to clause 4.5(c), the Funding Period for a Bill begins on its Funding Date and has the duration specified in the Funding Notice.







 



	
(c)  

	
A Funding Period which would otherwise end on a day which is not a Business Day ends on the next Business Day and a Funding Period which would otherwise end after the Termination Date ends on the Termination Date.







 


 



	
4.6  

	
Drawing and acceptance of Bills







 



	
(a)  

	
Not later than 11.00 am on the Business Day before each Funding Date (or at such later time as the Bank agrees) for a Drawing, the Borrower must deliver to the Bank (or instruct the Bank to prepare) Bills which have an aggregate Face Value equal to the Aggregate Amount specified in the relevant Funding Notice, and each Bill must:







 



	
(i)  

	
name and be signed by the Borrower as the drawer;







 



	
(ii)  

	
leave the name of the payee blank;







 



	
(iii)  

	
name the Bank as acceptor;







 



	
(iv)  

	
have a minimum Face Value of $500,000 or such other amount as the Bank agrees; and







 



	
(v)  

	
have as its Maturity Date the last day of the Funding Period specified in the relevant Funding Notice.







 



	
(b)  

	
On receiving (or preparing) Bills pursuant to clause 4.6(a), the Bank must insert the address of the office of the Bank at which those Bills are payable and must accept the Bills on the relevant Funding Date.







 


 



	
4.7  

	
Discounting of Bills







 



	
(a)  

	
Subject to the Borrower complying with its obligations under clause 4.6 in relation to the relevant Drawing, the Bank must, on the Funding Date for each Drawing, discount those Bills.







 



	
(b)  

	
Unless the Borrower has specified in the relevant Funding Notice that the Bills are Replacement Bills, the Bank must, on the Funding Date for the relevant Drawing, pay the Net Proceeds in relation to the Drawing to the person specified in the Funding Notice as the person to whom those Net Proceeds are to be paid.







 



	
(c)  

	
If the relevant Funding Notice specifies that the Bills comprising the relevant Drawing are to be Replacement Bills, the Bank must apply the Net Proceeds towards satisfaction of the Borrower’s obligations to pay the Indemnity Amount in relation to the related Maturing Bills.







 



	
(d)  

	
If the Borrower is required by this clause 4 to prepare, draw and sign any Bills, the Bank may prepare, draw and sign those Bills as the attorney of the Borrower.







 




  





-24-











  






 



	
4.8  

	
Bank 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.







 


 



	
4.9  

	
Cancellation







 


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).


 


 



	
4.10  

	
Market disruption







 



	
(a)  

	
If a Market Disruption Event occurs in relation to a Bill for any Funding Period for which the Discount Rate was to have been calculated using a Screen Rate, then the Discount Rate will be the rate notified to the Borrower by the Bank as soon as practicable and in any event before the Bill is due to be discounted, to be that which expresses as a percentage rate per annum the cost to the Bank of funding that Bill from whatever source it may reasonably select.  Such notice must be signed by an Authorised Representative of the Bank and must certify the Bank’s cost of funding the relevant Bill, but need not specify the basis upon which such cost of funding has been calculated or the source of funding.







 



	
(b)  

	
For the purposes of clause 4.10(a):







 



	
(i)  

	
Market Disruption Event means:







 



	
(A)  

	
at or about 10.10 am on the first day of the relevant Funding Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Bank to determine the Discount Rate for the relevant currency and period; or







 



	
(B)  

	
before close of business on the first day of the relevant Funding Period, the Bank notifies the Borrower that the applicable Discount Rate does not reflect the Bank’s cost of funding; and







 



	
(ii)  

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







 




  





-25-











  






 



	
4.11  

	
Alternative 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.


 


 



	
4.12  

	
Pricing Review Events







 



	
(a)  

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







 



	
(i)  

	
on or about the third anniversary of the date of this document;







 



	
(ii)  

	
at any time if the Bank reasonably believes that an Event of Default subsists;







 



	
(iii)  

	
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.







 


 



	
4.13  

	
Consequences 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 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).







 




  





-26-











  






 



	
5  

	
Payments







 


 



	
5.1  

	
Bills







 



	
(a)  

	
The Borrower must pay an amount equal to the Face Value of each Bill to the Bank on its Maturity Date.







 



	
(b)  

	
Without limiting clause 5.1(a), the Borrower indemnifies the Bank against all liabilities of the Bank as acceptor of any Bill accepted by the Bank under this document.







 



	
(c)  

	
As between the Borrower and the Bank, the Borrower is primarily liable in relation to Bills accepted by the Bank under this document and accordingly, as between the Borrower and the Bank, the liability of the Borrower with respect to those Bills is not taken to have been discharged by reason of the Bank becoming the holder of any Bill before, on or after its Maturity Date.







 


 



	
5.2  

	
Voluntary prepayments







 



	
(a)  

	
The Borrower may not voluntarily prepay any Current Bill prior to its Maturity Date.







 



	
(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.







 


 



	
5.3  

	
Indemnity 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).







 



	
(c)  

	
The Borrower’s obligations under clause 5.4(a) and (b) 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:







 




  





-27-











  






 



	
(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.







 


 



	
5.4  

	
Mandatory prepayments







 



	
(a)  

	
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 (other than in respect of a disposal contemplated by clause 5.4(b)), at the Borrower’s election, in permanent reduction of the unused portion of one or more of the Facility Limits.







 




  





-28-











  






 



	
(b)  

	
If the land and improvements known as 70 Station Road, Indooroopilly Queensland and described in certificate of title 11485156 are sold:







 



	
(i)  

	
unless the Bank otherwise agrees in writing, the Borrower must apply or ensure is applied an amount equal to 50% of the proceeds arising from that sale net of reasonable transaction costs and Taxes in prepayment of the Outstanding Accommodation and/or in permanent reduction of the unused portion of the Facility Limit for the Bank Bill Discount Facility; and







 



	
(ii)  

	
subject to the prior written consent of the Bank (such consent not to be unreasonably withheld), a Transaction Party may make a Distribution or other payment to Reading International Inc (or any subsidiary or affiliate of Reading International Inc that is outside of the Reading Entertainment Australia Group) of an amount equal to 50% of the proceeds arising from that sale net of reasonable transaction costs and Taxes.







 



	
(c)  

	
For the avoidance of doubt the requirements to prepay under clause 5.4(b):







 



	
(i)  

	
are in addition to any requirement to reduce the Outstanding Accommodation as a consequence of the Facility Limit for the Bank Bill Discount Facility reducing on each Payment Date in accordance with schedule 4; and







 



	
(ii)  

	
will to the extent of the prepayment permanently reduce the Facility Limit of the relevant Facility or Facilities.







 


 



	
5.5  

	
Repayment







 


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


 



	
(a)  

	
make sufficient repayments of the Outstanding Accommodation in respect of the Bank Bill Discount Facility to ensure that at all times the Outstanding Accommodation in respect of the Bank Bill Discount Facility is no greater than the prevailing Facility Limit of  the Bank Bill Discount Facility;







 



	
(b)  

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







 



	
(c)  

	
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.







 


 



	
5.6  

	
Bills Repayment Account







 



	
(a)  

	
The Bank must credit so much of the money paid by the Borrower under clauses 5.4, 5.5(a) and 10.2(a)(iv) which the Bank appropriates towards the Face Values of Bills to an account maintained by the Bank for this purpose (Bill Repayment Account).







 




  





-29-











  






 



	
(b)  

	
The following provisions apply to the Bill Repayment Account:







 



	
(i)  

	
the account will be in the name of the Borrower;







 



	
(ii)  

	
despite the Bill Repayment Account being in the name of the Borrower, until the Maturity Date of the relevant Bill or Bills 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 next Maturity Date;







 



	
(iv)  

	
the Bank must apply amounts from time to time held in the account towards repayment of the Current Bills referred to in paragraph (a) on their Maturity Date; and







 



	
(v)  

	
without limiting this clause 5.6, 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.







 







 


 



	
6  

	
Interest and fees







 


 



	
6.1  

	
Payment and rate







 



	
(a)  

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







 



	
(b)  

	
The interest rate on Overdue Money will be the Overdue Rate.







 


 



	
6.2  

	
Computation 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.







 


 



	
6.3  

	
Capitalisation 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







 




  





-30-











  






 



	
(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.







 


 



	
6.4  

	
Merger







 


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.


 


 



	
7  

	
Payments







 


 



	
7.1  

	
Place, 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.







 


 



	
7.2  

	
Gross-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 deduction or withholding had been required.







 




  





-31-











  






 



	
7.3  

	
Appropriation







 


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.


 


 



	
8  

	
Representations and warranties







 


 



	
8.1  

	
Nature







 


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 draw and sign Bills in accordance with this document and 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;







 




  





-32-











  






 



	
(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 Party other than Permitted Encumbrances;







 




  





-33-











  






 



	
(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;







 



	
(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;







 



	
(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;







 



	
(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;







 



	
(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







 



	
(C)  

	
the property of the Trust is sufficient to satisfy that indemnity;







 



	
(vii)  

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







 



	
(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;







 




  





-34-











  






 



	
(ix)  

	
the Trustee has disclosed to the Bank full details of:







 



	
(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







 



	
(B)  

	
the Trustee’s other trusteeships (if any);







 



	
(x)  

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







 



	
(xi)  

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







 



	
(A)  

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







 



	
(B)  

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







 



	
(xii)  

	
the Trustee:







 



	
(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;







 



	
(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.







 


 



	
8.2  

	
General







 



	
(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.







 




  





-35-











  






 



	
9  

	
General obligations







 


 



	
9.1  

	
Fees







 


The Borrower must pay to the Bank:


 



	
(a)  

	
establishment fee: on or before Financial Close a non-refundable Establishment Fee of $525,000 (of which $100,000 was paid prior to the date of this document);







 



	
(b)  

	
Bill Facility Fee:







 



	
(i)  

	
a non-refundable facility fee on the daily amount of the Facility Limit in respect of each Bill Facility calculated at 2.90% per annum from the date of this document, and adjusted on 31 December 2011 and for each Quarter thereafter by reference to the table below, based on the most recently determined Leverage Ratio as at the first day of each Quarter and calculated by reference to the Financial Statements and information set out in the relevant Compliance Certificate provided in accordance with clause 9.4(b) or 9.4(c):







 



	
Leverage Ratio

	
Bill Facility Fee


	
Greater than 3.50 times

	
2.90% per annum


	
Greater than 3.00 times and equal to or less than 3.50 times

	
2.65% per annum


	
Greater than 2.50 times and equal to or less than 3.00 times

	
2.40% per annum


	
Less than or equal to 2.50 times

	
2.15% per annum












 



	
(ii)  

	
the Bill Facility Fee will:







 



	
(A)  

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







 



	
(B)  

	
be payable monthly in advance, with the first payment due on the first Funding Date, and subsequent payments due on the first Business Day of each Month;







 



	
(C)  

	
be adjusted on the month following the receipt of the relevant Annual Compliance Certificate or Interim Compliance Certificate if those certificates reflect a change to the Leverage Ratio for the preceding Half that requires an adjustment of the Bill Facility Fee; and







 



	
(D)  

	
be calculated on the actual number of days elapsed and on the basis of a 365 day year.







 



	
(c)  

	
Bill rollover fee: on each Funding Date in respect of a Drawing of Bills a non-refundable rollover fee of $150.00;







 




  





-36-











  






 



	
(d)  

	
Bank Guarantee service 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, 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







 



	
(e)  

	
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.







 


 



	
9.2  

	
Records







 


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 Bank.







 


 



	
9.3  

	
Financial 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 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;







 



	
(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; and







 




  





-37-











  






 



	
(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.


 


 



	
9.4  

	
Other 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, 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;







 




  





-38-











  






 



	
(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;







 



	
(f)  

	
Leasehold value report: if requested by the Bank, within the six month period prior to 30 June 2014 (provided the Bank has agreed at the request of the Borrower to extend the Termination Date or to continue providing financial accommodation), a valuation report prepared in respect of the Reading Entertainment Australia Group cinema businesses;







 



	
(g)  

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







 



	
(h)  

	
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.







 


 



	
9.5  

	
Other financial undertakings







 


Each Transaction Party must ensure that:


 



	
(a)  

	
negative pledge:  no Encumbrances exist on its property (including the Secured Property and the land and improvements known as 78 Middleborough Road, Old Burwood Road, Burwood Victoria), 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;


 




  





-39-











  






 



	
(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 except:







 



	
(i)  

	
to another Transaction Party; or







 



	
(ii)  

	
with the Bank’s prior written consent (such consent not to be unreasonably withheld),







 


and provided that:


 



	
(iii)  

	
no Event of Default subsists;  and







 



	
(iv)  

	
such Distribution will not cause an Event of Default;







 



	
(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;







 



	
(h)  

	
Guarantor accession: if at any time:







 



	
(i)  

	
there is a new wholly-owned member of the Reading Entertainment Australia Group that earns any revenue, holds an asset or is otherwise not dormant; or







 



	
(ii)  

	
a wholly-owned member of the Reading Entertainment Australia Group (as at the date of this document that is not a Guarantor) generates any revenue, acquires an asset or  ceases to be dormant,







 




  





-40-











  






 


promptly, and in any event within 45 days, it procures the execution of:


 



	
(iii)  

	
a Guarantor Accession Deed; and







 



	
(iv)  

	
an all assets fixed and floating charge in favour of the Bank, in such form as the Bank requires,







 


by such of those wholly-owned subsidiaries as are required to rectify that situation and provides to the Bank any documents or evidence in relation to any such acceding entity as the Bank may reasonably consider necessary in respect to the entering into, validity and enforceability of the accession documents;


 



	
(i)  

	
Capital expenditure: the Transaction Parties do not incur expenditure on equipment, machinery, fixed assets, real property and improvements or on any other capital asset (including any costs incurred in connection with them) which is regarded under Accounting Standards as capital expenditure which, in aggregate, exceeds $5,000,000 in any Financial Year, except where an expenditure is approved by the Bank in writing (such approval to be withheld at the Bank’s absolute discretion, and subject to the provision of development budgets and such other information as the Bank may reasonably require);







 



	
(j)  

	
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







 



	
(ii)  

	
the Bank is given the first right of refusal in relation to the funding of the project;







 



	
(k)  

	
Management Fees: the aggregate Management Fees paid by the Transaction Parties in a Financial Year does not exceed A$4,000,000 (without the Bank’s prior written consent);







 



	
(l)  

	
Burwood property:







 



	
(i)  

	
no Encumbrances exist on the land and improvements known as 78 Middleborough Road, Old Burwood Road, Burwood Victoria (except Permitted Encumbrances); and







 



	
(ii)  

	
it does not, without the prior written consent of the Bank, incur any Financial Indebtedness in respect of (or secured by) the land and improvements known as 78 Middleborough Road, Old Burwood Road, Burwood Victoria (except Permitted Financial Indebtedness);







 



	
(m)  

	
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;







 




  





-41-











  






 



	
(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; and







 







 


 



	
9.6  

	
Insurance







 



	
(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.







 


 



	
9.7  

	
Financial 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 the relevant ratio for that Calculation Date set out in the table below:







 



	
Calculation Date occurring

	
Minimum Fixed Charges Cover Ratio


	
30 June 2011

	
1.50 times


	
30 September 2011

	
1.50 times


	
31 December 2011

	
1.50 times


	
31 March 2012

	
1.60 times


	
30 June 2012

	
1.60 times


	
30 September 2012

	
1.60 times


	
31 December 2012

	
1.60 times


	
31 March 2013

	
1.60 times


	
30 June 2013

	
1.60 times


	
30 September 2013

	
1.60 times


	
31 December 2013

	
1.60 times


	
31 March 2014, and each Calculation Date occurring thereafter

	
1.70 times














  





-42-











  






 



	
(ii)  

	
Debt Service Cover Ratio: at each Calculation Date, the Debt Service Cover Ratio for the Calculation Period ending on that date is greater than 1.35 times.







 



	
(iii)  

	
Leverage Ratio: at each Calculation Date, the Leverage Ratio for the Calculation Period ending on that date is not more than the relevant ratio for that Calculation Date set out in the table below:







 



	
Calculation Date

	
Maximum Leverage Ratio


	
30 June 2011

	
4.50 times


	
30 September 2011

	
4.50 times


	
31 December 2011

	
4.50 times


	
31 March 2012

	
4.00 times


	
30 June 2012

	
4.00 times


	
30 September 2012

	
4.00 times


	
31 December 2012

	
4.00 times


	
31 March 2013

	
3.75 times


	
30 June 2013

	
3.75 times


	
30 September 2013

	
3.75 times


	
31 December 2013

	
3.75 times


	
31 March 2014, and each Calculation Date occurring thereafter

	
3.25 times












 



	
(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 the relevant ratio for that Calculation Date set out in the table below:







 




  





-43-











  











 



	
Calculation Date

	
Loan to Value Ratio


	
30 June 2011

	
75%


	
30 September 2011

	
75%


	
31 December 2011

	
75%


	
31 March 2012

	
75%


	
30 June 2012

	
75%


	
30 September 2012

	
75%


	
31 December 2012

	
75%


	
31 March 2013

	
70%


	
30 June 2013

	
70%


	
30 September 2013

	
70%


	
31 December 2013

	
70%


	
31 March 2014

	
70%


	
30 June 2014, and each Calculation Date occurring thereafter

	
60%












 



	
(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.







 


 



	
9.8  

	
Environment







 



	
(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 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;







 




  





-44-











  






 



	
(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.







 



	
(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.







 




  





-45-











  






 



	
(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.







 


 



	
9.9  

	
No default







 


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


 


 



	
9.10  

	
Obligations 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;







 



	
(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







 




  





-46-











  






 



	
(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;







 



	
(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;







 



	
(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.







 


 



	
9.11  

	
Release 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).


 


 



	
10  

	
Events of Default







 


 



	
10.1  

	
Nature







 


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:  a Transaction Party does not comply with any other obligation under a Transaction Document (other than the obligation set out in clause 3.4 of this document) and if that default is capable of rectification:







 




  





-47-











  






 



	
(i)  

	
it is not rectified within five 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 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;







 




  





-48-











  






 



	
(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;







 



	
(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;







 




  





-49-











  






 



	
(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)  

	
Management Fees: the aggregate Management Fees paid by the Transaction Parties in a Financial Year exceed A$4,000,000 (without the Bank’s prior written consent); or







 



	
(r)  

	
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.







 


 



	
10.2  

	
Effect 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;







 



	
(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)  

	
Bills: require the Borrower to pay immediately to the Bank the Face Value of all Bills which are Current Bills 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;







 



	
(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;







 




  





-50-











  






 



	
(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 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.







 




  





-51-











  






 



	
10.3  

	
Cash 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.







 


 



	
10.4  

	
Review 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;







 



	
(b)  

	
a Change of Control occurs in relation to any Transaction Party;







 



	
(c)  

	
the migration of all transactional banking services utilised by the Reading Entertainment Australia Group has not commenced within the time period specified in clause 3.4; or







 



	
(d)  

	
the migration of all transactional banking services utilised by the Reading Entertainment Australia Group has not been completed by 30 June 2012.







 


 



	
10.5  

	
Reviews







 



	
(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.







 




  





-52-











  






 



	
(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.







 


 



	
11  

	
Costs and expenses







 


 



	
11.1  

	
Interpretation







 


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


 


 



	
11.2  

	
Nature







 


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


 



	
(a)  

	
the Bank’s 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.







 




  





-53-











  






 



	
11.3  

	
Remuneration







 


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.


 


 



	
12  

	
Indemnities







 


 



	
12.1  

	
Nature







 


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.







 


 



	
12.2  

	
Representatives







 


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.


 


 



	
12.3  

	
Currency 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.


 




  





-54-











  






 



	
12.4  

	
Independence 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.


 


 



	
12.5  

	
Accounting for transactions







 



	
(a)  

	
The Borrower irrevocably authorises the Bank to open such accounts as 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 Default Interest 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.







 


 



	
12.6  

	
Liability 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:







 




  





-55-











  






 



	
(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.







 



	
(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.







 



	
(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.







 



	
(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).







 


 



	
13  

	
Goods and Services Tax







 


 



	
13.1  

	
Taxable 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.







 



	
(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.







 



	
(c)  

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







 


 



	
13.2  

	
Adjustment 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.


 


 



	
13.3  

	
Payments







 


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:


 




  





-56-











  






 



	
(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







 



	
(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.







 


 



	
14  

	
Increased costs







 


If the Bank determines that:


 



	
(a)  

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







 



	
(b)  

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







 



	
(c)  

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







 



	
(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,







 


because of:


 



	
(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







 



	
(f)  

	
any change in the interpretation or application of any of them,







 


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.


 


 



	
15  

	
Illegality







 


 



	
15.1  

	
Prepayment







 


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


 



	
(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







 



	
(b)  

	
the interpretation or application of any of them,







 


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







 



	
(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,







 




  





-57-











  






 


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).


 


 



	
15.2  

	
Facility terminated







 


The Bank’s obligation to accept and discount Bills under this document terminates on the giving of a notice under clause 15.1.


 


 



	
16  

	
Guarantee and indemnity







 


 



	
16.1  

	
Guarantee







 



	
(a)  

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







 



	
(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.







 



	
(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.







 


 



	
16.2  

	
Nature 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.







 



	
(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.







 


 



	
16.3  

	
Indemnity







 



	
(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;







 



	
(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;







 



	
(iv)  

	
if a Guarantor defaults under the Guarantee in clause 16.1; or







 




  





-58-











  






 



	
(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.







 


 



	
16.4  

	
Reinstatement 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:







 



	
(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







 



	
(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.







 


 



	
16.5  

	
Rights 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;







 



	
(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;







 



	
(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);







 



	
(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;







 




  





-59-











  






 



	
(j)  

	
changes in the membership, name or business of any person; or







 



	
(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.







 


 



	
16.6  

	
No 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.







 


 



	
16.7  

	
Extent 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”.


 


 



	
16.8  

	
Guarantor’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







 



	
(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”).







 


 



	
16.9  

	
Guarantor’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.


 




  





-60-











  






 



	
16.10  

	
No 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.


 


 



	
16.11  

	
Suspense 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.


 


 



	
16.12  

	
Right 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.







 



	
(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.







 


 



	
16.13  

	
Release 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.







 



	
(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.







 




  





-61-











  






 



	
16.14  

	
New 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.


 


 



	
16.15  

	
Consideration







 


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.


 


 



	
16.16  

	
New 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.







 



	
(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.







 



	
(c)  

	
The execution of a Guarantor Accession Deed will not operate to release any party from its obligations under any Transaction Document.







 


 



	
17  

	
Attorney







 


 



	
17.1  

	
Appointment







 


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)  

	
draw and sign Bills which the Borrower is required to draw and sign under clause 4;







 



	
(iii)  

	
complete the Transaction Documents to which it is a party; and







 



	
(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.







 




  





-62-











  






 



	
17.2  

	
Bills







 


The Borrower irrevocably appoints the Bank its attorney with the power at any time to draw and sign Bills which the Borrower is required to draw and sign under clause 4.


 


 



	
17.3  

	
General







 



	
(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.







 



	
(b)  

	
The Borrower by this document ratifies anything done or not done by the Attorney pursuant to the power of attorney.







 



	
(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.







 


 



	
18  

	
General







 


 



	
18.1  

	
Set-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.


 


 



	
18.2  

	
Bank’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.







 



	
(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.







 



	
(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.







 


 



	
18.3  

	
Supervening 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







 




  





-63-











  






 



	
(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.


 


 



	
18.4  

	
Time 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 regards such altered date or period.


 


 



	
18.5  

	
Business 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.







 



	
(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.


 


 



	
18.6  

	
Confidentiality







 



	
(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;







 



	
(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;







 



	
(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;







 




  





-64-











  






 



	
(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;







 



	
(vi)  

	
if required by law or by any Government Body or stock exchange;







 



	
(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







 



	
(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’.







 



	
(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







 




  





-65-











  






 



	
(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 States of America.







 


 



	
18.7  

	
Exchange 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.


 


 



	
18.8  

	
Records 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.


 


 



	
18.9  

	
Further 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.







 


 



	
18.10  

	
Amendment







 


This document may only be varied or replaced by a document executed by the parties.


 


 



	
18.11  

	
Waiver 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.







 




  





-66-











  






 



	
(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 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.







 


 



	
18.12  

	
Rights cumulative







 


The rights of the Bank under the Transaction Documents are cumulative and in addition to its other rights.


 


 



	
18.13  

	
Approval 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.


 


 



	
18.14  

	
Assignment







 



	
(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.







 




  





-67-











  






 



	
18.15  

	
Counterparts







 


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


 


 



	
18.16  

	
Sovereign 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.


 


 



	
18.17  

	
Governing 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.







 


 



	
18.18  

	
Telephone 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.


 


 



	
18.19  

	
Legal 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







 




  





-68-











  






 



	
(c)  

	
it has obtained its own independent financial, Tax and legal advice.







 


 



	
18.20  

	
Giving effect to the Transaction Documents







 



	
(a)  

	
The Borrower must do anything, and must ensure that its employees and agents do anything, that the Bank may reasonably require to:







 



	
(i)  

	
give full effect to the Transaction Documents;







 



	
(ii)  

	
better secure each security interest contemplated by or purported to be reserved or created by a Transaction Document; or







 



	
(iii)  

	
assist in the execution or exercise of any power,







 


including execute any transfer (including any transfer in blank) or other document.


 



	
(b)  

	
Without limiting clause 18.20(a), the Borrowers agree to make such amendments to the Transaction Documents, and to do such other things, as the Bank may reasonably require from time to time (whether before or after the registration commencement time) to:







 



	
(i)  

	
ensure that each Collateral Security is a first-ranking, perfected security interest over all PPS property;







 



	
(ii)  

	
ensure that each Collateral Security is perfected by control to the extent possible under the PPS Act; and







 



	
(iii)  

	
otherwise protect the Bank's position as Bank under the Collateral Security in the context of the PPS Act,







 


from the point in time immediately before the registration commencement time or any later time as the Bank may decide.


 



	
(c)  

	
The Bank may, at the Borrower's cost, do anything which a Borrower should have done under this document if the Borrower does not do so promptly or, if in the Bank's opinion, the Borrower does not do so properly.







 


 



	
19  

	
Notices







 


 



	
19.1  

	
General







 


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.


 


 



	
19.2  

	
How 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







 




  





-69-











  






 



	
(d)  

	
sent by fax to the party’s current fax number for notices.







 


 



	
19.3  

	
Particulars 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.







 


 



	
19.4  

	
Communications 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.







 


 



	
19.5  

	
Communications 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.


 


 



	
19.6  

	
After hours communications







 


If a communication is given:


 



	
(a)  

	
after 5.00 pm in the place of receipt; or







 



	
(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.


 


 



	
19.7  

	
Process 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 clause19.7 or in accordance with any applicable law.


 




  





-70-











  






 


Schedule 1


 


 Original Guarantors


 




	
Name

	
ACN

	
Particulars for delivery of notices


	
Reading Entertainment Australia Pty Ltd

	
070 893 908

	
Address:  98 York Street, South Melbourne VIC 3205 Australia


Fax: 03 9685 0999


Attention:   Managing Director, Wayne Smith


AND TO:


 Reading International Inc.


Address: 500 Citadel Drive, Suite 300


Commerce California 90040


United States of America


 Fax: +1 213 235 2229


 Attention: Chief Financial Officer, Andrzej Matyczynski


	
A.C.N. 143 633 096 Pty Ltd

	
143 633 096

	
Same as for Borrower


	
Australia Country Cinemas Pty Ltd

	
076 276 349

	
Same as for Borrower


	
Australian Equipment Supply Pty Ltd

	
122 571 420

	
Same as for Borrower


	
Burwood Developments Pty Ltd

	
105 384 905

	
Same as for Borrower


	
Epping Cinemas Pty Ltd

	
073 997 172

	
Same as for Borrower


	
Newmarket Properties Pty Ltd

	
105 386 409

	
Same as for Borrower


	
Newmarket Properties No. 2 Pty Ltd

	
109 038 806

	
Same as for Borrower


	
Newmarket Properties #3 Pty Ltd

	
126 697 505

	
Same as for Borrower


	
Reading Auburn Pty Ltd

	
126 697 470

	
Same as for Borrower


	
Reading Belmont Pty Ltd

	
126 697 498

	
Same as for Borrower


	
Reading Charlestown Pty Ltd

	
123 938 483

	
Same as for Borrower









 




  





-71-











  






 




	
Reading Cinemas Pty Ltd

	
073 808 643

	
Same as for Borrower


	
Reading Cinemas Management Pty Ltd

	
122 406 311

	
Same as for Borrower


	
Reading Colac Pty Ltd

	
108 861 061

	
Same as for Borrower


	
Reading Dandenong Pty Ltd

	
129 018 739

	
Same as for Borrower


	
Reading Elizabeth Pty Ltd

	
114 582 099

	
Same as for Borrower


	
Reading Exhibition Pty Ltd

	
103 529 782

	
Same as for Borrower


	
Reading Licences Pty Ltd

	
089 544 605

	
Same as for Borrower


	
Reading Maitland Pty Ltd

	
126 697 461

	
Same as for Borrower


	
Reading Melton Pty Ltd

	
109 074 517

	
Same as for Borrower


	
Reading Moonee Ponds Pty Ltd

	
122 406 320

	
Same as for Borrower


	
Reading Properties Pty Ltd

	
071 195 429

	
Same as for Borrower


	
Reading Properties Indooroopilly Pty Ltd as trustee for The Landplan Property Partners Discretionary Trust

	
121 284 884

	
Same as for Borrower


	
Reading Properties Taringa Pty Ltd as trustee for the Reading Property Partners No. 1 Discretionary Trust

	
128 819 483

	
Same as for Borrower


	
Reading Property Holdings Pty Ltd

	
126 289 772

	
Same as for Borrower


	
Reading Rouse Hill Pty Ltd

	
123 245 885

	
Same as for Borrower


	
Reading Sunbury Pty Ltd

	
109 074 571

	
Same as for Borrower


	
Rhodes Peninsula Cinema Pty Ltd

	
120 827 812

	
Same as for Borrower


	
Westlakes Cinema Pty Ltd

	
108 531 308

	
Same as for Borrower














  





-72-











  






 


Schedule 2


 


 Facilities


 



	
Facility Name

	
Granted pursuant to

	 	
Facility Limit

	 	
Purpose

	
Termination Date


	
Bank Bill Discount Facility

	
Clause 4.1(a)(i)

	 	$	90,000,000	 	
To refinance current facilities from BOS International (Australia) Ltd

	
30 June 2014


	
Revolving Bank Bill Discount Facility

	
Clause 4.1(a)(ii)

	 	$	10,000,000	 	
To refinance current facilities from BOS International (Australia) Ltd

	
30 June 2014


	
Bank Guarantee Facility

	
Clause 4.1(a)(iii)

	 	$	5,000,000	 	
To refinance current facilities from BOS International (Australia) Ltd (including bank guarantees issued by BOS International (Australia) Ltd and/or Bank of Western Australia Ltd) and to support other cinema operations now or in the future operating from third party leased premises.

	
30 June 2014














  





-73-











  






 


Schedule 3


 


 Collateral Security


 



	
1

	
First ranking registered fixed and floating charge given by each of the Transaction Parties, over the whole of their respective assets and undertakings but excluding the land and improvements known as 78 Middleborough Road, Old Burwood Road, Burwood Victoria and the other Excluded Property.







 



	
2

	
Limited cross guarantee and indemnity given by each of the Transaction Parties pursuant to clause 16.







 



	
3

	
First ranking registered real property mortgages over:







 



	
(a)  

	
the land and improvements known as 98 York Street, South Melbourne, Victoria and described in certificate of title volume 9944 folio 571 granted by the Borrower;







 



	
(b)  

	
the land and improvements known as 40 Hall Street, Moonee Ponds, Victoria and described in certificate of title 10371 folio 828 granted by Burwood Developments Pty Ltd;







 



	
(c)  

	
the land and improvements known as 34 – 36 and 56 -62 Margaret Street, Moonee Ponds, Victoria and described in certificates of title volume 5938 folio 501, volume 5996 folio 035, volume 6337 folio 340 and volume 9400 folio 126 granted by Reading Properties Pty Ltd;







 



	
(d)  

	
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 granted by Reading Properties Pty Ltd;







 



	
(e)  

	
the land and improvements known as Reading Maitland Cinema, Ken Tubman Drive, Maitland New South Wales and described in certificate of title 1/SP41681 granted by Reading Properties Pty Ltd;







 



	
(f)  

	
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 granted by Reading Properties Pty Ltd;







 



	
(g)  

	
the land and improvements known as 20 Morrow Street and 1-3 Harrys Road, Taringa Queensland and described in certificates of title 12030128, 13608188 and 13999001 granted by Reading Properties Taringa Pty Ltd as trustee for the Reading Property Partners No. 1 Discretionary Trust;







 



	
(h)  

	
the land and improvements known as Reading Bundaberg Cinema 1 Johanna Boulevard, Kensington, Queensland and described in certificate of title 50013631 granted by Reading Properties Pty Ltd;







 




  





-74-











  






 



	
(i)  

	
the land and improvements known as 70 Station Road, Indooroopilly Queensland and described in certificate of title 11485156 granted by Reading Properties Indooroopilly Pty Ltd as trustee for the Landplan Property Partners Discretionary Trust;







 



	
(j)  

	
the land and improvements known as Reading Newmarket Shopping Centre, 400 Newmarket Road, Newmarket Queensland and described in certificate of title 50617438 granted by Newmarket Properties Pty Ltd;







 



	
(k)  

	
the land and improvements known as Corner Enoggera Road and Edmondstone Street, Newmarket Queensland and described in certificate of title 16548229 granted by Newmarket Properties No. 2 Pty Ltd; and







 



	
(l)  

	
the land and improvements known as 14 Edmondstone Street, Newmarket Queensland and described in certificate of title 12106104 granted by A.C.N. 143 633 096 Pty Ltd,







 


in favour of the Bank.


 



	
4

	
Mortgage of lease over Reading Cinemas Pty Ltd’s interest as lessee in the land and 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 granted in favour of the Bank.









 




  





-75-











  






 


Schedule 4


 


 Bank Bill Discount Facility Limit


 



	
Payment Date

	 	
Facility Limit at Payment Date

	 
	
30 September 2011

	 	$	88,250,000	 
	
31 December 2011

	 	$	86,500,000	 
	
31 March 2012

	 	$	84,750,000	 
	
30 June 2012

	 	$	83,000,000	 
	
30 September 2012

	 	$	80,750,000	 
	
31 December 2012

	 	$	78,500,000	 
	
31 March 2013

	 	$	76,250,000	 
	
30 June 2013

	 	$	74,000,000	 
	
30 September 2013

	 	$	71,750,000	 
	
31 December 2013

	 	$	69,500,000	 
	
31 March 2014

	 	$	67,250,000	 
	
30 June 2014

	 	$	65,000,000	 





 


 




  





-76-











  






 


Schedule 5


 


 Conditions Precedent


 


Each item must be in form and substance satisfactory to the Bank, and must be certified by a director or secretary of the relevant Transaction Party (or other party specified where relevant) as true and complete as at a date no earlier than the date of this document.


 




	  	
Item

	
Form

	
Required for/ Provided by


	
1

	
Verification Certificate

	
Original

	
Transaction Parties


	
2

	
Any relevant trust deeds

	
Attached to verification certificate

	
Transaction Parties


	
3

	
Certificate of incorporation/registration and any certificate of change of name

	
Attached to verification certificate

	
Transaction Parties


	
4

	
Extract of minutes of a meeting of the entity’s board of directors which evidence the resolutions:


 


(a) authorising the signing and delivery of the Transaction Documents to which the entity is a party and the observance of obligations under those documents; and


 


 


(b) appointing Authorised Representatives of the entity; and


 


 


(c) which acknowledge that the Transaction Documents (to which the entity is a party) will benefit that entity.


 

	
Attached to verification certificate


 

	
Transaction Parties


	
5

	
Each power of attorney under which a Transaction Party signs the Transaction Documents in registrable form.

	
Certified copy

	
Transaction Parties









 




  





-77-











  






 




	  	
Item

	
Form

	
Required for/ Provided by


	
6

	
Executed originals of each Transaction Document including the following:


(a) deed of consent to security over lease (WestLakes) between the Bank, Westlakes Cinema Pty Ltd, Perpetual Trustee Company Limited, Westfield Management Limited, RE1 Limited and Dexus Wholesale Property Limited;


(b) deed of consent to security over lease (Charlestown) between the Bank, Reading Charlestown Pty Ltd and GPT RE Limited;


(c) deed of consent to security over lease (Chirnside Park) between the Bank, Reading Cinemas Pty Ltd and GPT Funds Management Limited;


(d) deed of consent to security over lease (Dandenong) between the Bank, Reading Dandenong Pty Ltd and GPT RE Limited;


(e) deed of consent to security over lease (Elizabeth) between the Bank, Reading Elizabeth Pty Ltd and Elizabeth City Centre Pty Ltd;


(f) deed of consent to security over lease (Harbour Town) between the Bank, Reading Properties Pty Ltd and Lend Lease Funds Management Ltd & Lewiac Pty Ltd;


(g) deed of consent to security over lease (Mandurah) between the Bank, Reading Cinemas Pty Ltd and the City of Mandurah;


(h) deed of consent to security over lease (Melton) between the Bank, Reading Melton Pty Ltd and Pacific Echo Pty Ltd;


(i) deed of consent to security over lease (Redbank) between the Bank, Reading Cinemas Pty Ltd, Yu Feng Pty Ltd and Trondage Enterprises Pty Ltd;


(j) deed of consent to security over lease (Rhodes) between the Bank, Westlakes Cinema Pty Ltd, Perron Investments Pty Ltd and Mirvac Retail Sub SPV Pty Ltd;


(k) deed of consent to security over lease (Rouse Hill) between the Bank, Reading Rouse Hill Pty Ltd and GPT Funds Management 2 Pty Ltd;


(l) deed of consent to security over lease (Sunbury) between the Bank, Reading Sunbury Pty Ltd and Sunbury Central Pty Ltd; and


(m) deed of consent to security over lease (Waurn Ponds) between the Bank, Reading Cinemas Pty Ltd and Trust Company of Australia Ltd.

	
Original

	
Transaction Parties









 




  





-78-











  






 




	  	
Item

	
Form

	
Required for/ Provided by


	
7

	
Evidence that the amount of money which, in the Bank's opinion, is required for payment of any Taxes payable in connection with the entry into the Transaction Documents, together with all documents that the Bank requires to enable it to properly stamp the Transaction Documents in all relevant jurisdictions.

	
Original

	
Transaction Parties


	
8

	
Any document or other information that the Bank requires to complete any client identification or similar checks or procedures required in connection with any Law (including, the Anti-Money Laundering and Counter- Terrorism Financing Act 2006 (Cth))

	
Copy

	
Transaction Parties


	
9

	
A Valuation dated not more than 90 days from Financial Close that is assigned to the Bank.

	
Original

	
Transaction Parties


	
10

	
Completion of an environmental questionnaire in respect of the land and improvements known as 34 – 36 Margaret and 56 -62 Aspen Street, Moonee Ponds, Victoria and described in certificates of title volume 5938 folio 501, volume 5996 folio 035, volume 6337 folio 340 and volume 9400 folio 126 confirming that the land is suitable for its intended use.

	
Original

	
Reading Properties Pty Ltd


	
11

	
Evidence that:


 


(a) each Insurance policy and written confirmation (in the form of a Certificate of Currency) from the relevant insurer that the Insurance is current and no premium is overdue in relation to the Insurance;


 


(b) the Bank’s interest as mortgagee is noted on the relevant policies or Certificates of Currency relating to the Freehold Properties.

	
Certified Copy

	
Transaction Parties









 




  





-79-











  









	  	
Item

	
Form

	
Required for/ Provided by


	
12

	
Evidence that all Authorisations required in relation to the business of the Transaction Party have been granted.

	
Copy

	
Transaction Parties


	
13

	
Evidence that all Encumbrances (other than Permitted Encumbrances) in respect of the Secured Property have been unconditionally released, and any requisite deregistration forms have been provided to the Bank

	
Original

	
Transaction Parties


	
14

	
Evidence that appropriate interest rate hedging arrangements have been entered into with the Bank in respect of not less than 75% of the Facility Limit of the Bank Bill Discount Facility for the term of the that Facility.

	
Copies

	
Borrower









  





-80-











  








 


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 Bill Acceptance and Discount & 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:


 



	
1  

	
Certificate 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.


 


 



	
2  

	
Extract 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.


 


 



	
3  

	
Power 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.]


 


 



	
4  

	
Specimen 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.]







 




  





-81-











  






 



	
·  

	
[In the case of any other Transaction Party insert:  The signatures of the persons appointed as Authorised Representatives of the 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


Name:


Title:

	  	
Signature


Name:


Title:

	  	
Signature


Name:


Title:












 


 



	
5  

	
Solvency 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.







 


 



	
6  

	
Trust 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.]


 


 



	
7  

	
Definitions







 


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]


 




  





-82-











  











 


Date:


 


 


Schedule 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 Bill Acceptance and Discount & 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 a Drawing details of which are as follows:


 



	
(a)  

	
the Funding Date is [        ];







 



	
(b)  

	
the Aggregate Amount of the Drawing is $[        ];







 


[either]


 



	
(c)  

	
the duration of the Funding Period for Bills comprising the Drawing is [        ];







 



	
(d)  

	
the Net Proceeds of the Drawing are to be paid to [          ].







 


[or]


 



	
(e)  

	
the Bills comprising the Drawing are to be Replacement Bills and details of the related Maturing Bills are as follows:







 



	
Aggregate Face Value

	
Funding Date


	  	  





[or]


 


(f)           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


 




  





-83-











  




 




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


 


 


1           Interpretation


 


Facility Agreement means the Bill Acceptance and Discount & 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.


 


 


2           Transaction Document


 


This document is a Transaction Document for the purposes of the Facility Agreement.


 


 


3           Accession


 



	
(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.







 




  





-84-











  






 



	
(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.







 


 


4           Notice


 


The address for notice of the Guarantor for the purposes of clause 19.3 of the Facility Agreement is:


 



	
  

	
Address:







 



	
  

	
Fax:







 



	
  

	
Attention:







 


 


5           Governing law


 


This document is governed by the laws of Victoria.


 







 


Executed as a deed.


 




  





-85-











  






 


Schedule 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


 



	
1

	
We 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.


 



	
2

	
We confirm that:







 



	
(a)  

	
the Fixed Charges Cover Ratio for the Financial Year ending [date] was [           ].







 



	
(b)  

	
the Debt Service Cover Ratio for the Financial Year ending [date] was [           ].







 



	
(c)  

	
the Leverage Ratio for the Financial Year ending [date]  was [           ].







 



	
(d)  

	
 the Loan to Value Ratio for the Financial Year ending [date] was [           ].







 


3           We 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.







 












[Name of person] who is a


Director of Reading Entertainment Australia Pty Ltd


For and on behalf of Reading Entertainment Australia Pty Ltd


 




  





-86-











  






 


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


 



	
1

	
We 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.


 



	
2

	
We confirm that:







 



	
(a)  

	
the Fixed Charges Cover Ratio for the 12 month period ending [Calculation Date] was [           ].







 



	
(b)  

	
the Debt Service Cover Ratio for the 12 month period ending [Calculation Date]was [           ].







 



	
(c)  

	
the Leverage Ratio for the 12 month period ending [Calculation Date]  was [           ].







 



	
(d)  

	
 the Loan to Value Ratio for the 12 month period ending [Calculation Date] was [           ].







 


3           We 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.







 




  





-87-











  






 



	
4

	
I confirm that the position of the Reading Entertainment Australia Group with respect to the following liabilities is as follows:







 








	
 


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 Superannuation 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?









  





-88-











  






 


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









  





-89-











  






 


 


 Executed by the parties as an agreement


 



	
Executed by Reading Entertainment Australia Pty Ltd ACN 070 893 908

	
)


)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Australian Country Cinemas Pty Ltd ACN 076 276 349

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Signed for and on behalf of by A.C.N 143 633 096 Pty Ltd ACN 143 633 096 by its Attorney under Power of Attorney dated           7 June         2011, and the Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney in the presence of:

	
)


)


)


)


)


)


)

	  
	
/s/ Susan Villeda

	  	
/s/ Andrzej Matyczynski


	
Witness


Susan Villeda

	  	  
	
Name of Witness (print)

	  	  





 




  





-90-











  






 



	
Executed by Australian Equipment Supply Pty Ltd ACN 122 571 420

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski







 


 



	
Executed by Burwood Developments Pty Ltd ACN 105 384 905

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Epping Cinemas Pty Ltd


ACN 073 997 172

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Newmarket Properties Pty Ltd ACN 105 386 409

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski














  





-91-











  












	
Executed by Newmarket Properties No. 2 Pty Ltd ACN 109 038 806

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski























	
Executed by Newmarket Properties #3 Pty Ltd ACN 126 697 505

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Auburn Pty Ltd ACN 126 697 470

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Belmont Pty Ltd ACN 126 697 498

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski














  





-92-











  












	
Executed by Reading Charlestown Pty Ltd ACN 123 938 483

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Cinemas Pty Ltd ACN 073 808 643

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Cinemas Management Pty Ltd


ACN 122 406 311

	
)


)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Colac Pty Ltd ACN 108 861 061

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski














  





-93-











  












	
Executed by Reading Dandenong Pty Ltd ACN 129 018 739

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski







 


 



	
Executed by Reading Elizabeth Pty Ltd ACN 114 582 099

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Exhibition Pty Ltd ACN 103 529 782

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Licences Pty Ltd ACN 089 544 605

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski














  





-94-











  












	
Executed by Reading Maitland Pty Ltd ACN 126 697 461

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Melton Pty Ltd ACN 109 074 517

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Moonee Ponds Pty Ltd ACN 122 406 320

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Wayne Smith


	
Company Secretary


Simone Helena Pappas

	  	
Director


Wayne Smith


















	
Executed by Reading Properties Pty Ltd ACN 071 195 429

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski














  





-95-











  












	
Executed by Reading Properties Indooroopilly Pty Ltd


ACN 121 284 884

	
)


)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Properties Taringa Pty Ltd ACN 128 819 483

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Property Holdings Pty Ltd ACN 126 289 772

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Reading Rouse Hill Pty Ltd ACN 123 245 885

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski














  





-96-











  












	
Executed by Reading Sunbury Pty Ltd ACN 109 074 571

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski







 


 



	
Executed by Rhodes Peninsula Cinema Pty Ltd ACN 120 827 812

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
Executed by Westlakes Cinema Pty Ltd ACN 108 531 308

	
)


)

	  
	
/s/ Simone Helena Pappas

	  	
/s/ Andrzej Matyczynski


	
Company Secretary


Simone Helena Pappas

	  	
Director


Andrzej Matyczynski


















	
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/ Alexandra Clare Neal

	  	
/s/ Andrew Tham


	
Witness

	  	
Attorney


	  	  	  
	
Alexandra Clare Neal

	  	
Andrew Tham


	
Name of Witness (print)

	  	
Name of Attorney (print)












 




  





-97-