exv10w111






Exhibit 10.111




Loan Agreement




Rank Group Limited



Borrower




and




Rank Group Holdings Limited



Lender




Date
15 February 2008




BELL GULLY




AUCKLAND VERO CENTRE. 48 SHORTLAND STREET

PO BOX 4199, AUCKLAND 1140, DX CP20509, NEW ZEALAND

TEL 64 9 916 6800 FAX 64 9 916 8801




 









 





BELL GULLLY




This
Loan Agreement is made on 15 February, 2008




	 	 	 	 	 	 	 

	between

	 	 	(1	)	 	Rank Group Limited (Borrower)
	 
	 	 	 	 	 	 
	and

	 	 	(2	)	 	Rank Group Holdings Limited (Lender)






Introduction



The Lender is willing to make available to the Borrower a loan of the NZD Equivalent of
US$215,000,000 or such other amount and in such other currency as agreed between the Borrower and
the Lender.




ft is agreed





	1.	 	Interpretation
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement, unless the context otherwise requires:
	 
	 	 	Loan means an amount of up to US$215,000,000 or such other amount as agreed between the
Borrower and the Lender, as may be increased by further advances from time to time (and as
that balance may be reduced by partial repayments from time to time);
	 
	 	 	Margin means 3.25 per cent per annum;
	 
	 	 	NZD Bill Rate means the rate per annum determined, from time to time, by the Lender to be
the average 90 day bank bill rate applying over the relevant period during which interest
is to be charged in relation to the Loan (determined on a quarterly basis);
	 
	 	 	NZD Equivalent means the amount of NZD which the Lender could purchase with US Dollars at
a registered bank’s spot rate of exchange for purchasing NZD with US Dollars in the New
Zealand interbank market at or about 11 am (local time) on the day on which the calculation
is required to be made.
	 
	1.2	 	Construction of certain references
	 
	 	 	In this Agreement, unless the context otherwise requires, any reference to:
	 
	 	 	a business day means a day (other than a Saturday) on which registered banks are open for
general banking business in Auckland;
	 
	 	 	a person includes an individual, a body corporate, an association of persons (whether
corporate or not), a trust, a state and an agency of a state (in each case, whether or not
having separate legal personality);
	 
	 	 	a gender includes each other gender;
	 
	 	 	the singular includes the plural and vice versa; and
	 
	 	 	any legislation includes a modification and re-enactment of, legislation enacted in
substitution for and a regulation, order-in-council and other instrument from time to time
issued or made under, that legislation.




 









 











BELL GULLLY





	 	 	Headings and the table of contents are to be ignored in construing this Agreement.
	 
	2.	 	Availability of the Loan/Currency
	 
	2.1	 	Availability of the Loan
	 
	 	 	The Lender agrees to make the Loan available to the Borrower, on receiving a request
from the Borrower, if:






	 	(a)	 	none of the events mentioned in clause 6 below has occurred or will occur
as a result of the advancing of the Loan; and
	 
	 	(b)	 	each of the representations and warranties in clause 4.1 below will be true
and correct in all material respects on the date of the advance,






	 	 	failing which the Lender may discontinue the requested drawdown of the advance.






	2.2	 	Currency
	 
	 	 	The parties agree that the Borrower may request that the advance of the Loan be
settled by way of payment to the Borrower (or its order) of the NZD Equivalent of the Loan
on the drawdown date.
	 
	3.	 	Payment of Loan and Interest
	 
	3.1	 	Repayment of Loan
	 
	 	 	The Loan shall be repayable by the Borrower to the Lender upon demand being made by
the Lender.
	 
	3.2	 	Payment of Interest
	 
	 	 	The Borrower shall pay the Lender interest on the amount of the Loan outstanding from
time to time at the rate per annum determined by the Lender to be the aggregate of the
Margin and the NZD Bill Rate. Interest shall only be payable in relation to any calendar
year if the Lender makes demand for payment within that calendar year or within 6 months
of the end of the relevant calendar year. If the Lender has not made demand within that 6
month period then the Lender shall not be entitled to any interest for that year and the
Borrower shall have no liability for payment of interest for that year.
	 
	4.	 	Representations and warranties
	 
	4.1	 	Representations and warranties of each borrower
	 
	 	 	The Borrower represents and warrants that:






	 	(a)	 	it is a company duly incorporated and existing under the laws of New Zealand;
	 
	 	(b)	 	it has the power to enter into, exercise its rights and perform and comply
with its obligations under, this Agreement;
	 
	 	(c)	 	its obligations under this Agreement are legal, valid, binding and
enforceable in accordance with their respective terms; and




 









 











BELL GULLY





	 	(d)	 	is able to pay its debts as they fall due.






	5.	 	Undertakings
	 
	 	 	The Borrower undertakes that it will:






	 	(a)	 	do all things necessary to maintain its corporate existence; and
	 
	 	(b)	 	duly and promptly comply with all laws.






	6.	 	Change in circumstances
	 
	6.1	 	Illegality
	 
	 	 	If, at any time, the Lender determines that it is or may become unlawful to fund all
or part of the Loan then, upon the Lender notifying the Borrower:






	 	(a)	 	the Lender may cancel the Loan; and
	 
	 	(b)	 	if the Loan has been advanced, the Borrower will repay the Loan immediately.






	6.2	 	Increased costs
	 
	 	 	If, as a result of the introduction of, or a change in, a law or regulation, the
Lender determines that the cost to the Lender of funding the Loan is increased then:






	 	(a)	 	the Lender is to notify the Borrower; and
	 
	 	(b)	 	upon demand by the Lender, the Borrower will pay to the Lender the amount
certified by the Lender to be necessary to compensate it for that increased cost.






	7.	 	Indemnity
	 
	 	 	The Borrower will on demand indemnify and hold the Lender harmless against each cost,
loss (including loss of profit or margin), expense (including all legal expenses on a
solicitor and own client basis and taxes) and liability properly sustained or incurred by
the Lender as a result of an amount payable by the Borrower to the Lender under the Loan
not being paid when due, by payment to the Lender of the amount the Lender certifies is
required to indemnify it for that cost, loss, expense or other liability.
	 
	8.	 	Payments
	 
	 	 	Each payment by the Borrower to the Lender in connection with the Loan is to be made
in the currency in which the Loan was advanced and:






	 	(a)	 	free of any restriction or condition; and
	 
	 	(b)	 	free and clear of and (except to the extent required by law) without any
deduction or withholding for or on account of tax or on any other account, whether by
way of set-off, counterclaim or otherwise.




 









 











BELL GULLY





	9.	 	Set-off
	 
	9.1	 	Set-off
	 
	 	 	The Borrower authorises the Lender to apply at its discretion (without prior notice
or demand) any credit balance of the Borrower with the Lender or any amount owed by the
Lender to the Borrower in or towards satisfaction of any indebtedness then due to the
Lender in connection with the Loan and unpaid.
	 
	9.2	 	Contractual rights
	 
	 	 	The Lender’s rights under this clause are contractual rights affecting the terms upon
which a credit balance is held and the creation of those rights does not constitute the
creation of a security interest in that credit balance.
	 
	10.	 	Miscellaneous
	 
	10.1	 	Assignment
	 
	 	 	This Agreement is binding on and will enure for the benefit of the parties and their
respective successors and assigns. No party may assign its rights or obligations under
this Agreement without the consent of the other party.
	 
	10.2	 	Amendments
	 
	 	 	No amendment to this Agreement will be effective unless it is in writing signed by
all the parties.
	 
	10.3	 	Partial invalidity
	 
	 	 	The illegality, invalidity or unenforceability of a provision of this Agreement under
any law will not affect the legality, validity or enforceability of that provision under
another law or the legality, validity or enforceability of another provision.
	 
	10.4	 	Counterparts
	 
	 	 	This Agreement may be signed in any number of counterparts all of which, when taken
together, will constitute one and the same instrument. A party may enter into this
Agreement by executing any counterpart.
	 
	10.5	 	Governing law
	 
	 	 	This Agreement is governed by and to be construed in accordance with New Zealand law.




 









 











BELL GULLY



Execution



Executed as an agreement.



Rank Group Limited by:




	 	 	 	 	 	 	 

	/s/ Helen Golding
 


	 	 
	 	/s/ Greg Cole
 

	 	 
	 
	 	 	 	 	 	 
	Helen Golding
 

Print Name

	 	 
	 	Greg Cole
 

Print Name
	 	 
	 
	 	 	 	 	 	 
	Rank Group Holdings Limited by:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Helen Golding
 


	 	 
	 	/s/ Greg Cole
 

	 	 
	 
	 	 	 	 	 	 
	Helen Golding
 

Print Name

	 	 
	 	Greg Cole
 

Print Name