EX-10.5





 Exhibit 10.5 
  





 
  
 Foxtel Management Pty Limited 

Each person named in Schedule 1 
 Commonwealth Bank of
Australia 
 Deed of Amendment (2019) 
 (Multi-Option
Facility Agreement) 
  
 The Allens contact for this document is Alan Maxton 

Allens 
 Deutsche Bank Place 

Corner Hunter and Phillip Streets 
 Sydney NSW 2000

 T +61 2 9230 4000 
 F +61 2 9230 5333 

www.allens.com.au 
 © Allens, Australia 2019
 














			
	Deed of Amendment	  	





  


							
	 Contents

 
	  			
	1        	  	Definitions and Interpretation	  	 	2	 
			
		  	1.1         Definitions	  	 	2	 
			
		  	1.2         Interpretation	  	 	2	 
			
	2	  	Amendment of MOFA	  	 	2	 
			
	3	  	Conditions Precedent	  	 	2	 
			
	4	  	Finance Document	  	 	3	 
			
	5	  	Amendments not to effect validity, rights, obligations	  	 	3	 
			
	6	  	Affirmation	  	 	3	 
			
	7	  	Severability of Provisions	  	 	3	 
			
	8	  	Governing Law and Jurisdiction	  	 	3	 
			
	9	  	Counterparts	  	 	4	 
		
	 Schedule 1
	  	 	5	 
			
		  	Original Borrowers	  	 	5	 
		
	 Schedule 2
	  	 	6	 
			
		  	Amended MOFA	  	 	6	 


  

			
	  
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	Deed of Amendment	  	





  

  

			
	This Deed is made on	  	15 November 2019

 Parties 
  

	1	 Foxtel Management Pty Limited (ABN 65 068 671 9389) of 5 Thomas Holt Drive, North Ryde, NSW, 2113 in its own
capacity (Foxtel); 


  

	2	 Each person named in Schedule 1 (each an Original Borrower); and 



 

	3	 Commonwealth Bank of Australia (ABN 48 123 123 124) of Darling Park, Tower 1, Level 21, 201 Sussex Street,
Sydney NSW 2000 (the Lender).  


 Recitals 
  

	A	 The Original Borrowers and the Lender are party to a multi-option facility agreement dated 30 June 2017 (as amended
from time to time) (the Multi-Option Facility Agreement). 


  

	B	 The parties wish to amend the Multi-Option Facility Agreement in the manner, and subject to the terms and conditions, set
out in this Deed. 


 It is agreed as follows. 
  

	1	 Definitions and Interpretation 



 

	1.1	 Definitions 



Definitions in the Amended MOFA (including by incorporation) apply in this Deed unless the context requires otherwise or the relevant term is defined in
this Deed and the following definitions apply unless the context requires otherwise. 
 Amended MOFA means the Multi-Option Facility
Agreement as amended in the manner set out in Schedule 2. 
 Deed of Amendment (CTDP) means the Deed of Amendment (Common Terms
Deed Poll) dated on or about the date of this Deed between Foxtel and others.  
 Effective Date means the later of the
date of this Deed and the date on which the Lender confirms receipt of the documents and payment referred to in clause 3 in form and substance satisfactory to it. 
  

	1.2	 Interpretation 



Clauses 1.3 (Currency symbols and definitions), 1.4 (Common Terms Deed Poll) and 1.5 (Multiple parties) of the
Amended MOFA apply as if incorporated in this Deed. 
  

	2	 Amendment of MOFA 



With effect from the Effective Date, the MOFA is amended in the manner set out in Schedule 2. 

 

	3	 Conditions Precedent 



Foxtel will arrange for the Lender to be provided with: 
  

	 	(a)	 copies of the following documents: 



 

	 	(i)	 (Deed of Amendment) duly executed counterpart of this Deed; 



  

			
	  
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	Deed of Amendment	  	





  


	 	(ii)	 (Lawyers’ Opinions) legal opinion of Allens, Australian legal advisers to the Original Borrowers, in
respect of this Deed; and 


  

	 	(iii)	 (Effective Date) evidence that the Effective Date (as defined in the Deed of Amendment (CTDP)) has
occurred; and 


  

	 	(b)	 payment of a fee of A$240,000. 



 

	4	 Finance Document 



This Deed is a MOF Finance Document for the purposes of the Amended MOFA and a Finance Document for the purposes of the Common Terms Deed Poll. 

 

	5	 Amendments not to effect validity, rights, obligations 



 

	 	(a)	 The amendments in clause 2 do not affect the validity or enforceability of the Multi-Option Facility Agreement and except
as specifically amended by this Deed, the provisions of the Multi-Option Facility Agreement remain in full force and effect. 


  

	 	(b)	 Nothing in this Deed: 


  

	 	(i)	 prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Multi-Option Facility
Agreement before the amendments in clause 2 take effect; or 


  

	 	(ii)	 discharges, releases or otherwise affects any liability or obligation arising under the Multi-Option Facility Agreement
before the amendments in clause 2 take effect. 


  

	6	 Affirmation 


  

	 	(a)	 Each Original Borrower represents and warrants on the date of this Deed that all its representations and warranties in
clause 4 of the Amended CTDP (as defined in the Deed of Amendment (CTDP)) are true as though they had been made on that date in respect of the facts and circumstances then subsisting. 



 

	 	(b)	 Each Original Borrower represents and warrants on the date of this Deed that no Event of Default or Potential Event of
Default subsists. 


  

	 	(c)	 Each Original Borrower acknowledges that the Lender is relying on this Deed (and on the representations and warranties in
this clause 6) in continuing to provide financial accommodation to each Original Borrower and in consenting to the amendments in clause 2. 


  

	7	 Severability of Provisions 



Any provision of this Deed which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the
prohibition or unenforceability. That does not invalidate the remaining provisions of this Deed nor affect the validity or enforceability of that provision in any other jurisdiction. 

 

	8	 Governing Law and Jurisdiction 



This Deed is governed by the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of
courts exercising jurisdiction there. 

  

			
	  
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	Deed of Amendment	  	





  


	9	 Counterparts 



This Deed may be executed in any number of counterparts, each executed by one or more parties. A party may do this by executing and electronically
transmitting a copy to one or more others or their representative. 

  

			
	  
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	Deed of Amendment	  	





  

  

	Schedule	 1 



Original Borrowers 
  

							
	Name	  	ABN/ACN/ARBN  	  	Address and Notice details
	Foxtel Management Pty
Limited	  	65 068 671 938	  	 Address:
  

 
 Attention:
  

Facsimile:
	 	  

5 Thomas Holt Drive,
North Ryde NSW 2113
  

Chief Operating Officer
  

(02) 9813 7606
  

	 Austar Entertainment Pty
Limited

 
	  	 068 104 530
  
	  	 As above
  
	 	 
	 Austar United
Communications Pty
Limited

 
	  	 087 695 707
  
	  	 As above
  
	 	 
	 Customer Services Pty
Limited

 
	  	 069 272 117
  
	  	 As above
  
	 	 
	 Foxtel Finance Pty Limited

 
	  	 151 691 897
  
	  	 As above
  
	 	 
	 Foxtel Australia Pty
Limited

 
	  	 151 691 753
  
	  	 As above
  
	 	 
	 XYZnetworks Pty Limited

 
	  	 066 812 119
  
	  	 As above
  
	 	 


  

			
	  
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	Deed of Amendment	  	





  

 Schedule 2 
 Amended MOFA


  

			
	  
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 CONTENTS 
  

							
	CLAUSE	  	PAGE	 
		
	 PART A FACILITY PARTICULARS
	  	 	1	 
		
	 PART B GENERAL TERMS
	  	 	7	 
			
	1.	  	 DEFINITIONS AND INTERPRETATION
	  	 	7	 
			
	2.	  	 FACILITIES
	  	 	11	 
			
	3.	  	 CONDITIONS OF UTILISATION
	  	 	11	 
			
	4.	  	 UTILISATION
	  	 	12	 
			
	5.	  	 REPAYMENT, PREPAYMENT AND CANCELLATION
	  	 	13	 
			
	6.	  	 INTEREST
	  	 	14	 
			
	7.	  	 FEES
	  	 	14	 
			
	8.	  	 REPRESENTATIONS AND WARRANTIES
	  	 	14	 
			
	9.	  	 ACCELERATION
	  	 	14	 
			
	10.	  	 ASSIGNMENTS
	  	 	15	 
			
	11.	  	 CHANGES TO THE BORROWERS
	  	 	15	 
			
	12.	  	 COUNTERPARTS
	  	 	16	 
			
	13.	  	 INDEMNITIES AND REIMBURSEMENT
	  	 	17	 
			
	14.	  	 GOVERNING LAW
	  	 	17	 
			
	15.	  	 VARIATION
	  	 	17	 
			
	16.	  	 ATTORNEYS
	  	 	17	 
			
	17.	  	 ENTIRE AGREEMENT
	  	 	17	 
			
	18.	  	 ENFORCEMENT
	  	 	17	 
		
	 Schedule
	  			
			
	1	  	 Conditions precedent
	  	 	19	 
			
	2	  	 Utilisation Request
	  	 	21	 
			
	3	  	 Reallocation Request
	  	 	23	 
			
	4	  	 Form of Accession Letter
	  	 	24	 
			
	5	  	 Form of Resignation Letter
	  	 	25	 
		
	 PART C - ANNEXURES
	  			
		
	 Annexure
	  			
			
	A	  	 Cash Advance Facility
	  			
			
	B	  	 Bank Guarantee Facility
	  			
			
	C	  	 Corporate Card Facility
	  			
			
	D	  	 Group Limit Facility
	  			













 PART A FACILITY PARTICULARS 

Part 1 
  

			
	 
	
Document details
  

	 	 
	Date	  	 
	 	 
	Original Borrowers    	  	 Foxtel Management Pty Limited (ABN 65 068 671 938) of
5 Thomas Holt Drive, North Ryde, NSW 2113 in its own capacity; 
  
 Austar Entertainment
Pty Limited (ACN 068 104 530) of 5 Thomas Holt Drive, North Ryde, NSW 2113; 
  

Austar United Communications Pty Limited (ACN 087 695 707) of 5 Thomas Holt Drive, North Ryde, NSW 2113; 

 
 Customer Services Pty Limited (ACN 069 272 117) of 5 Thomas Holt Drive, North Ryde, NSW
2113;
  
 Foxtel Finance Pty Limited (ACN 151 691 897) of 5 Thomas Holt Drive, North Ryde,
NSW 2113; 
  
 Foxtel Australia Pty Limited (ACN 151 691 753) of 5 Thomas Holt Drive,
North Ryde, NSW 2113; and 
  
 XYZnetworks Pty Limited (ACN 066 812 119) of 5 Thomas
Holt Drive, North Ryde, NSW 2113.
  

	 	 
	Original Lender	  	 Commonwealth Bank of Australia ABN 48 123 123 124

 
 Address for service of communications: 

 
 Address: Level 22, Darling Park Tower 1, 201 Sussex Street Sydney NSW 2000 

Attention: Luke Statos 
  

Phone: +61 2 9118 4144 
  

Email: luke.statos@cba.com.au
  

with a copy to: 
  

Address: Level 21, Darling Park Tower 1 201 Sussex Street Sydney NSW 2000 

Attention: Loan Management Group 
 Phone: +61 1300 881 394

 Email: IBLending@cba.com.au
  

Facility Office: Level 21, Darling Park Tower 1 201 Sussex Street Sydney NSW 2000.

 

	 	 
	Company	  	 Foxtel Management Pty Limited (ABN 65 068 671 938) of
5 Thomas Holt Drive, North Ryde, NSW 2113 in its own capacity
  

	 	 
	 Base Currency

 
	  	 AUD

 



  
 1 














			
	 	 
	Common Terms    
Deed Poll	  	 the common terms deed poll dated 10 April 2012 (as
amended or amended and restated from time to time) given by Foxtel Management Pty Limited, the parties in Schedule 1 to that document and others in favour of the Finance Parties (as defined therein)

 



  
 2 













 Part 2 
  

					
	 
	
Limits

 

	 	 
	
Total Accommodation Limit

 
	  	 $40,000,000

 


  

							
	 	 	 	 
	
Facilities

 
	  	
Facility
Accommodation
Limit

 
	  	 Availability
Period
  
	  	
Available
currencies

 

	 	 	 	 
	Cash Advance Facility *	  	$16,500,000	  	 The period commencing on 30 June 2017 and ending on the earlier of the
Termination Date and the date on which the commitment is cancelled pursuant to this document.
  
	  	AUD
	 	 	 	 
	Bank Guarantee Facility *	  	$15,000,000	  	 The period commencing on 30 June 2017 and ending on the earlier of the
Termination Date and the date on which the commitment is cancelled pursuant to this document.
  
	  	AUD
	 	 	 	 
	Corporate Card Facility *	  	$3,500,000	  	 Repayable and cancellable on demand as specified in the Facility Annexure.

 
	  	AUD
	 	 	 	 
	Group Limit Facility *	  	$5,000,000	  	 Repayable and cancellable on demand as specified in the Facility Annexure.

 
	  	AUD

  

	*	 Limits on these Facilities (“Multi-Option Facilities”) may be re-allocated in accordance with clause 2.3 (Reallocation). 



  
 3 













 Part 3 
  

			
	 
	
Facility pricing

 

	 	 
	Commitment fee	  	 45% of the applicable Margin per annum that would apply in
relation to a Loan on that date payable on the daily amount of the Total Accommodation Limit which is undrawn. The commitment fee is payable quarterly in arrears on the last Business Day of each calendar quarter and on the last day of the
Availability Period.
  

	 	 
	Establishment fee	  	 $300,000.

 
 The establishment fee is payable within 2 Business Days of 30 June 2017.

 

	 	 
	Cash Advance Facility	  	 Bank Bill Rate plus the applicable Margin for the applicable
Interest Period.
  

	 	 
	Bank Guarantee Facility	  	 A Bank Guarantee issuance fee of 1.10% per annum on the face
amount of each Bank Guarantee.
  
 The issuance fee is payable in arrears on the last Business Day
of each calendar quarter and on the last day of the Availability Period.
  

	 	 
	Corporate Card Facility	  	 Market rates on all Accommodation provided under the
Corporate Card Facility as advised by the Lender from time to time, payable as advised by the Lender from time to time.
  

	 	 
	Group Limit Facility	  	 Refer to Part 4 of the Facilities Particulars.

 



  
 4 













 Part 4 
  

					
	 
	
Group Limit Facility details*
  

	 	 	 
	
  Accounts            

 
	  	 Account name

 
	  	 Account number

 

	 	 	 
	 	  	 AUSTAR ENTERTAINMENT PTY LIMITED

 
	  	 200011398313

 

	 	 	 
	 	  	 CUSTOMER SERVICES PTY LIMITED

 
	  	 400010659274

 

	 	 	 
	 	  	 AUSTAR ENTERTAINMENT PTY LIMITED

 
	  	 200011461773

 

	 	 	 
	 	  	 AUSTAR UNITED COMMUNICATIONS LIMITED

 
	  	 200011398321

 

	 	 	 
	 	  	 AUSTAR ENTERTAINMENT PTY LIMITED

 
	  	 200011398305

 

	 	 	 
	 	  	 CUSTOMER SERVICES PTY LIMITED

 
	  	 314710223307

 

	 	 	 
	 	  	 FOXTEL FINANCE PTY LIMITED

 
	  	 200014452215

 

	 	 	 
	 	  	 FOXTEL AUSTRALIA PTY LIMITED

 
	  	 200014533162

 

	 	 	 
	 	  	 FOXTEL MANAGEMENT PTY LIMITED

 
	  	 400010659223

 

	 	 	 
	 	  	 FOXTEL MANAGEMENT PTY LIMITED

 
	  	 400010659266

 

	 	 	 
	 	  	 FOXTEL MANAGEMENT PTY LIMITED

 
	  	 400010659952

 

	 	 	 
	 	  	 XYZNETWORKS PTY LIMITED

 
	  	 202010106146

 

	 	 	 
	 	  	 FOXTEL MANAGEMENT PTY LIMITED

 
	  	 200015984002

 

	 	 	 
	 	  	 AUSTAR ENTERTAINMENT PTY LIMITED

 
	  	 200013503316

 

	 	 	 
	 	  	 FOXTEL MANAGEMENT PTY LIMITED

 
	  	 200010690937

 

	 	 	 
	 	  	 AUSTAR ENTERTAINMENT PTY LIMITED RECEIPTS ACCOUNT

 
	  	 200011398292

 

	 	 	 
	 	  	 AUSTAR ENTERTAINMENT PTY LIMITED – CUSTOMER RECEIPTSACCOUNT2

 
	  	 200013866010

 

	 	 	 
	 	  	 Austar – Operating Account

 
	  	 200015338414

 

	 	 
	Cap Limit  
	  	 $20,000,000

 



  
 5 














			
	 
	
Group Limit Facility details*
  

	 	 
	Group Limit	  	 Overdraft Limit: $5,000,000.00

 
 The Facility Accommodation Limit for the Group Limit Facility

 

	 	 
	Debit Interest
Margin	  	 Facility Limits

 
 Balance within Overdraft Limit: 0 - $5,000,000.00

 

●   The Bank’s Corporate Overdraft Reference Rate
(presently: 8.71% p.a.) less 5.1%
  

	 	 
	Excess Debit
Interest Margin	  	 Balance in excess of Overdraft Limit: $5,000,000.00 +

 

●   The Bank’s Corporate Overdraft Reference Rate
(presently: 8.71% p.a.)
  

	 	 
	Interest on Credit
Balances	  	 Flat Rate on all Credit Balances

 

●   RBA Target Cash Rate (presently: 1.5% p.a.) less
0.10%
  

	 	 
	Nominated
Account	  	 064000 10659223

 

	 	 
	Arrangement ID	  	 100067220

 

	 	 
	Fees	  	 Market rates on Accommodation provided under the Group Limit
Facility as advised by the Lender from time to time, payable as advised by the Lender from time to time.
  

	 	 
	 	  	 Overdraft Line Fee: Waived

 


 * The Accounts, Debit Interest Margin,
Excess Debit Interest Margin and the Interest on Credit Balances are true and correct on the date of this document. Each of these may change from time to time with the prior written agreement between the Lender and the Company. 

  
 6 













 PART B GENERAL TERMS 
  

	1.	 DEFINITIONS AND INTERPRETATION 



 

	1.1	 Definitions 



In this document, the following terms have the following meanings unless a contrary intention appears: 

Accession Letter means in relation to an Additional Borrower, a document substantially in the form set out in Schedule 4. 

Accommodation means any financial accommodation provided or to be provided by the Lender under this document. 

Accommodation Particulars has, in respect of a Facility, the meaning given to that term in the Facility Annexure (if any). 

Additional Borrower means a company which becomes an Additional Borrower in accordance with clause 11 (Changes to the Borrowers).

 Applicable Facility Conditions has, in respect of a Facility, the meaning (if any) given to that term in the relevant Facility Annexure. If
the term is not defined in a Facility Annexure, there are no Applicable Facility Conditions for the relevant Facility. 
 Authorised Officer
means: 
  

	 	(a)	 in respect of a Borrower, any person holding any position from time to time nominated as an Authorised Officer by that
Borrower by notice to the Lender, which notice must be accompanied by certified copies of the signatures of all new persons so appointed and any other such identification or verification documents required by the Lender, and if no such notice is
given, means any person who is an “officer” of that Borrower within the meaning given in the Corporations Act; and 


  

	 	(b)	 in respect of the Lender, any person whose title of office is or includes the word “Director”, “Managing
Director”, “Head”, “Executive”, “Manager” or “Vice President” (including any person acting in any of those offices) and any other person appointed by the Lender to act as its authorised officer for the
purposes of the MOFA Documents. 


 Availability Period means, for a Facility, the period specified in Part 2 of the
Facility Particulars for that Facility (unless the Facility Accommodation Limit for that Facility is cancelled in full or permanently reduced to zero under this document). 

Bank Guarantee means any of the following in a form requested by a Borrower and agreed by the Lender: 

 

	 	(a)	 a letter of credit; and 


  

	 	(b)	 a guarantee, indemnity or other instrument, 



and includes a bank guarantee, performance bond or a standby letter of credit. 

Base Currency means the currency specified as the Base Currency in Part 1 of the Facility Particulars. 

  
 7 













 Borrower means an Original Borrower or an Additional Borrower unless it has ceased to be a
Borrower in accordance with clause 11 (Changes to the Borrowers). 
 Break Costs means the amount determined by the Lender
as being incurred by reason of the liquidation or re-employment of deposits or other funds acquired or contracted for, or allocated by the Lender to fund or maintain its commitments under this document or the
termination or repricing of any interest rate or currency swap or other hedging arrangement (including an internal arrangement) entered into by the Lender in connection with the liquidation or re-employment of
those deposits or other funds. 
 Deed of Amendment means the document so entitled between the parties to this document dated on or
around     15     November 2019. 
 Facility means each facility specified in Part 2 of
the Facility Particulars. 
 Facility Accommodation Limit means in respect of a Facility, the amount set opposite that Facility in Part 2 of the
Facility Particulars as reduced cancelled or varied in accordance with this document. 
 Facility Annexure means, in respect of a Facility, the
annexure relating to that Facility which forms part of this document. 
 Facility Conditions Precedent has, in respect of a Facility, the
meaning given to that term in the Facility Annexure.  
 Facility Documentation means any agreement, deed, schedule, order form, account
authority, signature card or other document relating to a Facility, and includes any Applicable Facility Conditions relating to that Facility. 

Facility Office means the Facility Office specified in Part 1 of the Facility Particulars. 

Facility Particulars means the facility particulars set out at the front of this document immediately after the table of contents. 

Lender means: 
  

	 	(a)	 the Original Lender; and 


  

	 	(b)	 any bank, financial institution, trust, fund or other entity which has become a party in accordance with clause 10.2
(Assignment by the Lender), 


 which in each case has not ceased to be a party in accordance with the terms of
this document. 
 Margin will be determined by reference to the table below based on the Net Debt to EBITDA Ratio of the NXEA Group as shown in
the most recent Compliance Certificate delivered under clause 5.1 of the Common Terms Deed Poll as at the most recent Calculation Date.  
  

					
	  
 Net Debt to
EBITDA
  
	  	  

Margin
  
	  	 
	 	 	
	
£1.5

 
	  	 2.00% p.a.

 
	  	
	 	 	
	
above 1.5 but £ 2.0

 
	  	 2.50% p.a.

 
	  	
	 	 	
	
above 2.0 but £ 2.5

 
	  	 2.75% p.a.

 
	  	
	 	 	
	
above 2.5 but £ 3.0

 
	  	 3.00% p.a.

 
	  	



  
 8 














					
	  
 Net Debt to
EBITDA
  
	 	  

Margin           

 
	  	 
	 	 	
	
above 3.0 but £ 3.5

 
	 	 3.25% p.a.    

 
	  	
	 	 	
	
above 3.5
  
	 	 3.75% p.a.    

 
	  	


 Master Agreement means this document excluding each Facility Annexure but including the Facility Particulars
and each schedule. 
 MOF Finance Document means: 
  

	 	(a)	 this document; 


  

	 	(b)	 any Swap Agreement to which the Lender is a counterparty; 



 

	 	(c)	 any Accession Letter; 


  

	 	(d)	 any Resignation Letter; 


  

	 	(e)	 any Facility Documentation; 


  

	 	(f)	 the Common Terms Deed Poll; 


  

	 	(g)	 any Guarantee Assumption Deed Poll; 



 

	 	(h)	 any Subordination Deed; 


  

	 	(i)	 the Deed of Amendment; or 


  

	 	(j)	 any other document designated in writing as such by the Lender and a Borrower. 



Money Owing means all amounts actually or contingently owing under this document and each other MOF Finance Document, including accrued but unpaid
interest and fees. 
 Multi-Option Facility has the meaning given to that term in Part 2 of the Facility Particulars. 

Outstanding Accommodation has, in respect of a Facility, the meaning given to that term in the Facility Annexure. 

Overdue Rate has, in respect of a Facility, the meaning given to that term in the Facility Annexure. 

Reallocation Request means a notice substantially in the form set out in Schedule 3 and given in accordance with clause 2.3 (Reallocation).

 Reference Rate means the rate described as the Lender’s corporate overdraft reference rate, as amended and published by the Lender from
time to time or, if there is no such rate, any substitute or replacement rate published by the Lender from time to time. 
 Resignation Letter
means a letter substantially in the form set out in Schedule 5. 
 Termination Date means, for a Facility, the date which is three years from
the ‘Effective Date’ (as defined in the Deed of Amendment) or any earlier date on which the Facility is terminated or cancelled in accordance with this document or on which all the Money Owing becomes due and payable under this document.


  
 9 













 Total Accommodation Limit means the amount specified in Part 2 of the Facility Particulars being
the aggregate Facility Accommodation Limits, as reduced, cancelled or varied in accordance with this document. 
 Utilisation has, in respect of
a Facility, the meaning given to that term in the Facility Annexure for that Facility. 
 Utilisation Date means the date on which Accommodation
is or is to be provided under a Facility and includes any date on which Accommodation is or is to be replaced, rolled over or renewed. 

Utilisation Request means a notice substantially in the form set out Schedule 2 and given in accordance with clause 4 (Utilisation). 

 

	1.2	 Further definitions 


  

	 	(a)	 Terms defined in the Facility Particulars, in a Facility Annexure or in a schedule to this document have the same meaning
in the rest of this document unless defined elsewhere or a contrary intention appears. 


  

	 	(b)	 Terms defined in the Common Terms Deed Poll apply in this document unless a contrary intention appears or the relevant
term is defined in this document. 


  

	1.3	 Currency symbols and definitions 



A$, AUD and Australian dollars denote the lawful currency of Australia. 

 

	1.4	 Common Terms Deed Poll 


  


	 	(a)	 This document and the rights and obligations of the parties to it are subject to the terms and conditions of the Common
Terms Deed Poll which are deemed to be incorporated in full into this document as if expressly set out in this document (with the necessary changes). 


  

	 	(b)	 Each MOF Finance Document is a Finance Document for the purposes of the Common Terms Deed Poll.



  

	 	(c)	 If the Common Terms Deed Poll is terminated without the consent of the Lender, references in this document to the Common
Terms Deed Poll are references to that document in the form immediately before its termination. 


  

	1.5	 Multiple parties 



If a party to this document is made up of more than one person, or a term is used in this document to refer to more than one party, then unless otherwise
specified in this document:  
  

	 	(a)	 an obligation of those persons is joint and several; 



 

	 	(b)	 a right of those persons is held by each of them severally; and 



 

	 	(c)	 any other reference to that party or that term is a reference to each of those persons separately, so that (for example) a
representation, warranty or undertaking relates to each of them separately. 



  
 10 














	2.	 FACILITIES 


  

	2.1	 Availability 


  

	 	(a)	 Subject to the terms of this document the Lender agrees to make available to the Borrowers each Facility during its
Availability Period in the Base Currency, up to its Facility Accommodation Limit, on the terms set out in this document, including the relevant Facility Annexure. 



 

	 	(b)	 On the Termination Date for a Facility the Facility Accommodation Limit for that Facility is cancelled and reduced to
zero. 


  

	2.2	 Purpose 


  

	 	(a)	 Unless otherwise agreed by the Lender, each Borrower must apply a Utilisation under a Facility for working capital and
corporate requirements of the NXEA Group. 


  

	 	(b)	 The Lender is not bound to monitor or verify the application of a Utilisation pursuant to this document.



  

	2.3	 Reallocation 


  

	 	(a)	 A Borrower may by notice in writing to the Lender request that the Facility Accommodation Limit of any Multi-Option
Facility be transferred to the Facility Accommodation Limit of another Multi-Option Facility by providing to the Lender a Reallocation Request in the form of Schedule 3 of this document. 



 

	 	(b)	 If the Lender consents to any such request, then the Lender shall produce a new Part 2 of the Facility Particulars
reflecting such adjustments and provide a copy to the Borrowers. 


  

	 	(c)	 Despite any other provision of this document, the Lender must consent to any request by a Borrower to increase the
Facility Accommodation Limit of any other Multi-Option Facility if the Lender exercises its rights to cancel its obligation to provide any further Accommodation under the Corporate Card Facility or the Group Limit Facility. Any such increase in a
Facility Accommodation Limit will not exceed the amount of the Facility Accommodation Limit under the Corporate Card Facility or the Group Limit Facility cancelled by the Lender. 



 

	3.	 CONDITIONS OF UTILISATION 



 

	3.1	 Initial conditions precedent 



No Borrower may deliver a Utilisation Request, or utilise any Accommodation under this document, unless the Lender has received all of the documents and
evidence listed in Part I of Schedule 1 in form and substance satisfactory to the Lender. 
  

	3.2	 Further conditions precedent 



The Lender will only be obliged to comply with clause 4.3 (Provision of Utilisation) if: 

 

	 	(a)	 on the date of the Utilisation Request (if applicable) and on the proposed Utilisation Date: 



 

	 	(i)	 no Event of Default or Potential Event of Default is continuing or would result from the proposed Utilisation; and



  

	 	(ii)	 each representation and warranty given under a Finance Document (other than the representation and warranty in clause
4.1(m) if the Common Terms Deed 



  
 11 














	 	 
Poll) is true and correct in all material respects, and is not misleading in any material respect as though they had been made in respect of the facts and circumstances then subsisting;



  

	 	(b)	 in respect of the Facility to which the proposed Utilisation and the Utilisation Request (if applicable) relates:



  

	 	(i)	 the Outstanding Accommodation at any time will not exceed the Facility Accommodation Limit; and 



 

	 	(ii)	 any Facility Conditions Precedent have been provided or complied with, in each case in form and substance satisfactory to
the Lender; 


  

	 	(c)	 in respect of any Utilisation under a Facility, the aggregate of the Outstanding Accommodation under each Facility will
not exceed the Total Accommodation Limit; and 


  

	 	(d)	 the proposed Utilisation Date in relation to the Utilisation is a Business Day within the Availability Period for the
Facility. 


  

	4.	 UTILISATION  


  

	4.1	 Delivery of a Utilisation Request  



A Borrower may request a Utilisation under a Facility which requires a Utilisation Request by delivering the Utilisation Request to the Lender. For a
Facility where the Facility Annexure specifies that no Utilisation Request is required, the Lender will provide Utilisations subject to the terms of the Facility Annexure. 
  

	4.2	 Completion of Utilisation Request  



Subject to any contrary provision in the relevant Facility Annexure, each Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless it: 
  

	 	(a)	 is delivered no later than 10.00am local time in the city of the Lender’s Facility Office, two Business Days before
the proposed Utilisation Date (or at any later time and date as the Lender may agree); 


  

	 	(b)	 specifies: 


  

	 	(i)	 the Facility to be utilised; 


  

	 	(ii)	 the proposed Utilisation Date (which must be a Business Day within the relevant Availability Period for the Facility);



  

	 	(iii)	 the Accommodation Particulars; 



 

	 	(iv)	 where relevant, the bank account or accounts to which payment is to be made; 



 

	 	(c)	 is signed by an Authorised Officer of the relevant Borrower; and 



 

	 	(d)	 is substantially in the form set out in Schedule 2 (Utilisation Request). 



 

	4.3	 Provision of Utilisation  



If the conditions set out in this document have been met, and subject to the provisions of the relevant Facility Annexure, the Lender shall make the
Utilisation requested in the relevant Utilisation Request available by the Utilisation Date through its Facility Office. 

  
 12 














	5.	 REPAYMENT, PREPAYMENT AND CANCELLATION  



 

	5.1	 Repayment  


  

	 	(a)	 On the Termination Date for a Facility each Borrower to which a Utilisation in respect of that Facility has been made must
pay to the Lender: 


  

	 	(i)	 all of the Outstanding Accommodation under the relevant Facility, together with all Money Owing in respect of that
Facility; and 


  

	 	(ii)	 all other amounts specified in this document as being payable on the Termination Date for that Facility.



  

	 	(b)	 On the last Termination Date for any Facility each relevant Borrower must pay to the Lender all remaining Money Owing.



  

	5.2	 Mandatory prepayment  



If so required by the Lender, a Borrower must make such repayments to the Lender in respect of a Facility as are necessary to ensure that at all times
during the relevant Availability Period the Outstanding Accommodation will not exceed the Facility Accommodation Limit. 
  

	5.3	 Voluntary cancellation  



 

	 	(a)	 A Borrower may, if it gives the Lender not less than 5 Business Days’ prior notice (or such shorter period as the
Lender may agree), cancel the whole or any part (being a minimum amount of AUD1,000,000 and a whole multiple of AUD1,000,000, unless otherwise agreed by the Lender) of the Total Accommodation Limit. 



 

	 	(b)	 The Total Accommodation Limit may not be reduced below the aggregate Outstanding Accommodation under each Facility on the
date on which the cancellation is to take place. 


  

	 	(c)	 The Facility Accommodation Limit of each Facility will be reduced as agreed between a Borrower and the Lender.



  

	5.4	 Voluntary prepayment  


  

	 	(a)	 A Borrower to which a Utilisation has been made may, if it gives the Lender not less than 5 Business Days’ prior
notice (or such shorter period as the Lender may agree), prepay all or part of the aggregate Outstanding Accommodation under each Facility. 


  

	 	(b)	 The prepaid amount must be a minimum of AUD1,000,000 and a whole multiple of AUD1,000,000, unless otherwise agreed by the
Lender. When a Borrower prepays any amount it must pay all interest accrued on that amount and, in the case of a Utilisation of the Cash Advance Facility, any Break Costs arising as consequence of the prepayment other than on the last day of its
Interest Period. 


  

	 	(c)	 Any Accommodation prepaid will, during the Availability Period, be available to the relevant Borrower by way of fresh
Utilisations. 



  
 13 














	6.	 INTEREST  


  

	6.1	 Interest  



The Borrowers must pay interest on each Utilisation if required by, and in the amount, at the time and in the manner set out in, the Facility Annexure
for the relevant Facility or in any Facility Documentation. 
  

	6.2	 Default interest  



If a Borrower fails to pay any amount payable by it under this document on its due date, then that Borrower must pay, on demand or at any time notified
by the Lender, interest on that overdue amount from the due date up to the date of actual payment, calculated on daily balances and compounded monthly, both before and (as an independent obligation) after any judgment or order: 

 

	 	(a)	 where the overdue amount is payable under or in respect of a Facility, and the Facility Annexure refers to an Overdue Rate
for that Facility, at that Overdue Rate; 


  

	 	(b)	 where the overdue amount is payable under or in respect of a Facility, and any Facility Documentation refers to an overdue
rate for that Facility, at that overdue rate; or 


  

	 	(c)	 in any other case, at the rate determined by the Lender to be 2% per annum above the Reference Rate.



  

	6.3	 Notification of rates of interest  



The Lender shall promptly notify the relevant Borrower of the determination of a rate of interest under this document. 

 

	7.	 FEES  


  

	7.1	 Fees  



The Borrowers must pay to the Lender: 
  

	 	(a)	 the fees in the amount, at the time and in the manner set out in Part 3 of the Facility Particulars; and



  

	 	(b)	 any other fees set out in Facility Documentation, at the time and in the manner set out in such Facility Documentation.



  

	7.2	 Non-refundable  



All fees payable under this document are non-refundable and
non-rebateable. 
  

	8.	 REPRESENTATIONS AND WARRANTIES  



Each Borrower makes the representations and warranties set out in clause 4.1 of the Common Terms Deed Poll for the benefit of the Lender on the date of
this document. 
  

	9.	 ACCELERATION  



On and at any time after the occurrence of an Event of Default which is continuing the Lender may, by notice to the Company: 

 

	 	(a)	 cancel the Facility Accommodation Limits whereupon they shall immediately be cancelled; and/or 



  
 14 














	 	(b)	 declare that all or part of the Money Owing be immediately due and payable, whereupon it shall become immediately due and
payable; and/or 


  

	 	(c)	 declare that cash cover in respect of each Bank Guarantee is immediately due and payable whereupon it shall become
immediately due and payable. 


  

	10.	 ASSIGNMENTS  


  

	10.1	 Assignments by a Borrower  



A Borrower may only assign or transfer any of its rights and obligations under this document with the prior written consent of the Lender. 

 

	10.2	 Assignment by the Lender  



The Lender may assign, create any interest in or otherwise deal with all or any of its rights under this document at any time if: 

 

	 	(a)	 any necessary prior Authorisation is obtained; 



 

	 	(b)	 one or more of the following applies: 



 

	 	(i)	 the transferee or assignee is a Related Body Corporate of the Lender; 



 

	 	(ii)	 the Borrowers consent to the proposed transfer or assignment (such consent not to be unreasonably withheld); or



  

	 	(iii)	 an Event of Default is continuing; and 



 

	 	(c)	 in the case of a transfer of obligations, the transfer is effected by a novation in form and substance reasonably
satisfactory to the Borrowers. 


  

	10.3	 Change of Facility Office  



The Lender may change its Facility Office if it first notifies and consults with the Borrowers. 

 

	10.4	 No increased costs  



Despite anything to the contrary in this document, if the Lender assigns its right under this document or changes it Facility Office, a Borrower will not
be required to pay any net increase in the total amount of costs, Taxes, fees or charges which is a direct result of the assignment or change and of which the Lender or its assignee was aware or ought reasonably to have been aware on the date of the
assignment of change. For this purpose only, a novation will be regarded as an assignment. 
  

	11.	 CHANGES TO THE BORROWERS  



 

	11.1	 Additional Borrowers  


  

	 	(a)	 Any Guarantor incorporated in Australia may become an Additional Borrower if the Lender has received the following in form
and substance satisfactory to it: 


  

	 	(i)	 a duly completed and executed Accession Letter; and 



 

	 	(ii)	 all of the documents and other evidence listed in Part II of Schedule 1 in relation to that Additional Borrower.




  
 15 














	 	(b)	 The Lender shall notify the Company promptly upon being satisfied that it has received (in form and substance satisfactory
to it) all the documents and other evidence listed clause 11.1(a). 


  

	11.2	 Resignation of a Borrower 



 

	 	(a)	 The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to the Lender a
Resignation Letter. 


  

	 	(b)	 The Lender shall accept a Resignation Letter and notify the Company of its acceptance if: 



 

	 	(i)	 no Event of Default or Potential Event of Default is continuing or would result from the acceptance of the Resignation
Letter (and the Company has confirmed this is the case); and 


  

	 	(ii)	 the relevant Borrower is under no actual or contingent obligations as a Borrower under any MOF Finance Documents,



 whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the MOF Finance
Documents. 
  

	11.3	 Anti-money laundering 


  

	 	(a)	 Each Borrower agrees that the Lender may delay, block or refuse to process any transaction without incurring any liability
if the Lender suspects that: 


  

	 	(i)	 the transaction may breach any laws or regulations in Australia or any other country binding on the Lender;



  

	 	(ii)	 the transaction involves any person (natural, corporate or governmental) in a manner that would breach economic and trade
sanctions imposed by Australia, the United States, the European Union or any country binding on the Lender; or 


  

	 	(iii)	 the transaction may directly or indirectly involve the proceeds of, or be applied for the purposes of, conduct which is
unlawful in Australia or any other country and the transaction would breach or cause the Lender to breach any laws or regulations binding on the Lender. 


  

	 	(b)	 Each Borrower must provide all information to the Lender which the Lender reasonably requires in order to manage its anti
money laundering, counter terrorism financing or economic and trade sanctions risk or to comply with any laws or regulations in Australia or any other country. Each Borrower agrees that the Lender may disclose any information concerning a Borrower
or any Transaction Party to any law enforcement, regulatory agency or court where and to the extent required by any such law or regulation or authority in Australia or elsewhere. 



 

	 	(c)	 Each Borrower declares and undertakes to the Lender that to the best of its knowledge, information and belief the
processing of any transaction by the Lender in accordance with that Borrower’s instructions will not breach any laws or regulations in Australia or any other country relevant to the transaction. 



 

	12.	 COUNTERPARTS 



This document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy
of this document. 

  
 16 














	13.	 INDEMNITIES AND REIMBURSEMENT  



All indemnities and reimbursement obligations (and any other payment obligations of a Borrower) in this document is continuing and
survives termination of this document, repayment of the Utilisations and cancellation or expiry of the Facility Accommodation Limits. 
  

	14.	 GOVERNING LAW  



This document is governed by the laws of New South Wales. 
  

	15.	 VARIATION  



A variation of any terms of this document must be in writing and signed by the parties (other than any variations permitted to be made by
the Lender under or in accordance with the Facility Annexures). 
  

	16.	 ATTORNEYS  



Each of the attorneys executing this document states that the attorney has no notice of the revocation of the power of attorney
appointing that attorney. 
  

	17.	 ENTIRE AGREEMENT  



To the extent permitted by law, in relation to their subject matter, the MOF Finance Documents:  

 

	 	(a)	 embody the entire understanding of the parties, and constitute the entire terms agreed by the parties; and



  

	 	(b)	 supersede any prior written or other agreement of the parties. 



 

	18.	 ENFORCEMENT  


  

	18.1	 Jurisdiction  


  

	 	(a)	 Each Borrower irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South
Wales. 


  

	 	(b)	 Each Borrower irrevocably and unconditionally waives any objection to the venue of any legal process on the basis that
the process has been brought in an inconvenient forum or those courts not having jurisdiction. 


  

	 	(c)	 Each Borrower irrevocably waives any immunity in respect of its obligations under this document that it may acquire
from the jurisdiction of any court or any legal process for any reason including the service of notice, attachment prior to judgment, attachment in aid of execution. 



 

	 	(d)	 The Lender may take proceedings with this document in any other court with jurisdiction or concurrent proceedings in
any number of jurisdictions. 


 This document has been entered into on the date stated in Part 1 of the Facility Particulars.


  
 17 













 EXECUTED as an agreement  

  
 18 













 SCHEDULE 1 

Conditions precedent 
 Part I 

Conditions Precedent To Initial Utilisation 
  

	1.	 Original Borrower  


  

	1.1	 A list of all Authorised Officers of the Original Borrowers, including specimen signatures of each such Authorised
Officer. 


  

	1.2	 All documents and other evidence reasonably requested by the Lender in order for the Lender to carry out all necessary
“know your customer” or other similar checks in relation to each Borrower and each of its Authorised Officers under all applicable laws and regulations where such information is not already available to the recipient.



  

	2.	 Legal opinions  


  

	2.1	 A legal opinion of the Company’s legal counsel. 



 

	3.	 Other documents and evidence  



 

	3.1	 Evidence that the fees, costs and expenses then due from an Original Borrower pursuant to the MOF Finance Documents
(including clause 7.1 (Fees)) have been paid or will be paid by the first Utilisation Date. 


  

	3.2	 An original of this document duly executed by all of the parties to it. 



 

	3.3	 A Finance Party Nomination Letter duly executed by Foxtel Management Pty Limited nominating the Lender a Financier
Representative and Financier and this document a Finance Document for the purposes of the Common Terms Deed Poll. 


  

	3.4	 A Senior Debt Nomination Letter (as that term is defined in the Subordination Deed) duly executed by Foxtel Management
Pty Limited nominating the Lender as a Senior Lender Representative and a Senior Lender, this document a Senior Debt Document and the Total Accommodation Limit a Senior Commitment for the purposes of the
Subordination Deed. 


 Part II 

Conditions Precedent Required To Be Delivered By An Additional Borrower 
  

	1.	 A list of all Authorised Officers of the Additional Borrower, including specimen signatures of each such Authorised
Officer. 


  

	2.	 A legal opinion of the Company’s legal counsel. 



 

	3.	 A certificate in relation to the Additional Borrower given by two directors or a director and company secretary of the
Additional Borrower substantially in the form of Schedule 6 of the Common Terms Deed Poll. 


  

	4.	 All documents and other evidence reasonably requested by the Lender in order for the Lender to carry out all necessary
“know your customer” or other similar checks in relation 



  
 19 














	 	 
to the Additional Borrower and each of its Authorised Officers under all applicable laws and regulations where such information is not already available to the recipient. 



  
 20 













 SCHEDULE 2 

Utilisation Request 
 From: [Borrower] 

To: Commonwealth Bank of Australia 
 Dated: 

Dear Sirs 
 Multi-Option Facility Agreement dated
[         ] (the Agreement) 
 Utilisation Request 

 

	1.	 We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this
Utilisation Request unless given a different meaning in this Utilisation Request. 


  

	2.	 We request a Utilisation on the following terms: 



 

			
	 	 
	 Facility:

 
	  	 
	 	 
	 Proposed Utilisation
Date:

 
	  	 
	 	 
	 Accommodation
Particulars:

 
	  	As set out below
	 	 
	 Bank account(s) to

which payment is to
be made [if
relevant]:
  

 
	  	 

  

	3.	 The Accommodation Particulars for the requested Utilisation are as follows: 



[Cash Advance Facility. Delete the table below if the Utilisation Request does not relate to this Facility.] 

 

			
	 	 
	 Principal amount of Loan:

 
	  	 
	 	 
	 Term of Loan:

 
	  	 
	 	 
	 Loan will be used to repay
a
Loan maturing on the
Utilisation Date?
  
  
	  	Yes/No [delete one]

 [Bank Guarantee Facility. Delete the table below if the Utilisation Request does not relate to this Facility.] 

 

			
	 	 
	 Type of Bank Guarantee:

 
	 	 
	 	 
	 Beneficiary:

 
	 	 
	 	 
	 Face amount and currency:

 
	 	 


  
 21 














			
	 	 
	 Purpose:

 
	 	 
	 	 
	 Principal
Obligations:
  
	 	 
	 	 
	 Expiry date:

 
	 	 
	 	 
	 Jurisdiction under whose
laws the Bank Guarantee will be governed:
  
	 	 
	 	 
	 Form of Bank
Guarantee:
  
	 	 As attached to this Utilisation Request.

 

	 	 
	 Underlying
contract/agreement:
  
	 	 
	 	 
	 Delivery instructions
[if any]:
  
	 	 
	 	 
	 Other particulars
[if any]
  
	 	 

 [Other Facility: Set out Accommodation Particulars required to be specified, if any.] 

 

	4.	 We confirm that each condition specified in clause 3.2 (Further conditions precedent) is satisfied on the
date of this Utilisation Request[ except as described in the notice dated [          ] given to you, a copy of which is attached]. 



 

	5.	 This Utilisation Request is irrevocable. 



 

	
	Yours faithfully
	
	...................................................
	
	Authorised Officer for [Name of relevant Borrower]
	
	Name:
	
	Title:


  
 22 













 SCHEDULE 3 

Reallocation Request 
  

			
	From:	  	[Borrower]
		
	To:	  	Commonwealth Bank of Australia
		
	Dated:	  	
		
	Dear Sirs	  	

 Multi-Option Facility Agreement dated [         ] (the Agreement) 

Reallocation Request 
  

	1.	 We refer to the Agreement. This is a Reallocation Request. Terms defined in the Agreement have the same meaning in this
Reallocation Request unless given a different meaning in this Reallocation Request. 


  

	2.	 Pursuant to clause 2.3 (Reallocation) of the Agreement, we request that the Facility Accommodation Limits of the
Multi-Option Facilities be reallocated as follows: 


  

					
	 	 	
	 Facility

 
	  	 Facility Accommodation Limit

 
	  	 
	 	 	
	
Cash Advance Facility
  
	  	 $

 
	  	
	 	 	
	
Bank Guarantee Facility
  
	  	 $

 
	  	
	 	 	
	
Group Limit Facility
  
	  	 $

 
	  	
	 	 	
	
Corporate Card Facility
  
	  	 $

 
	  	


  

	3.	 We confirm that no Event of Default or Potential Event of Default is continuing or would result from the acceptance of
this request. 


  

	4.	 This Reallocation Request is irrevocable. 



 

	
	Yours faithfully
	
	 ..............................................

	
	Authorised Officer for [Name of relevant Borrower]
	
	Name:
	
	Title:


  
 23 













 SCHEDULE 4 

Form of Accession Letter 
  

			
	To:	  	Commonwealth Bank of Australia
		
	From:	  	[Subsidiary]
		
	Dated:	  	
		
	Dear Sirs	  	

 Foxtel Management Pty Limited – Multi-Option Facility Agreement 

dated [            ] (the Agreement) 

 

	5.	 We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this
Accession Letter unless given a different meaning in this Accession Letter. 


  

	6.	 [Subsidiary] agrees to become an Additional Borrower and to be bound by the terms of the Agreement as an
Additional Borrower pursuant to clause 11.1 (Additional Borrowers) of the Agreement. [Subsidiary] is a company duly incorporated under the laws of Australia. 



 

	7.	 [Subsidiary’s] administrative details are as follows: 



Address: 
 Fax No: 

Attention: 
  

	8.	 This Accession Letter is governed by New South Wales law. 



[Subsidiary] 

  
 24 













 SCHEDULE 5 

Form of Resignation Letter 
  

			
	To:	  	[Lender]
		
	From:	  	[resigning Borrower] and [a current Borrower]
		
	Dated:	  	
		
	Dear Sirs	  	

 Multi-Option Facility Agreement 

dated [            ] (the Agreement) 

 

	1.	 We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this
Resignation Letter unless given a different meaning in this Resignation Letter. 


  

	2.	 Pursuant to clause 11.2 (Resignation of a Borrower), we request that [resigning Borrower] be released
from its obligations as a Borrower under the Agreement. 


  

	3.	 We confirm that no Event of Default or Potential Event of Default is continuing or would result from the acceptance of
this request. 


  

	4.	 This Resignation Letter is governed by the laws of New South Wales. 



 

					
	[Resigning Borrower]	  	[a current Borrower]	  	
			
	By:	  	By:	  	



  
 25 













 PART C - ANNEXURES 

ANNEXURE A 
 Cash Advance Facility 

 

	1.	 Definitions 



In this Facility Annexure the following terms have the following meanings, unless a contrary intention appears: 

Accommodation Particulars means the particulars required under clause 2 of this Facility Annexure to be specified in a Utilisation Request for the
Cash Advance Facility. 
 Applicable Rate means, in respect of an Interest Period, the rate per annum equal to the aggregate of the Bank Bill
Rate and the applicable Margin. 
 Bank Bill Rate means in relation to any Loan in Australian dollars: 

 

	 	(a)	 the applicable Screen Rate as of the Specified Time for Australian dollars and for a period equal in length to the
Interest Period of that Loan; or 


  

	 	(b)	 as otherwise determined pursuant to clause 5 (Unavailability of Screen Rate) of this Facility Annexure,



 and if, in either case, that rate is less than zero, the Bank Bill Rate shall be deemed to be zero.  

Cash Advance Facility means the facility under which the Lender agrees to provide Loans in Australian dollars up to the Facility Accommodation
Limit to the Borrowers as set out in this document. 
 Interest Period means, in relation to any Loan, a period equivalent to the term of that
Loan as specified in the Utilisation Request for that Loan. 
 Interpolated Screen Rate means, in relation to any Loan, the rate (rounded to the
same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between: 
 (a) the applicable
Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and 
 (b) the
applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan, 
 each as of
the Specified Time for Australian dollars. 
 Loan means the principal amount drawn or proposed to be drawn by a Borrower under a Utilisation
Request for the Cash Advance Facility or, as appropriate, the principal amount outstanding for the time being of that loan. 
 Maturity Date
means, in respect of a Loan, the last day of the term of that Loan as specified in the Utilisation Request for that Loan. 
 Outstanding
Accommodation means, on any day, the aggregate amount of all Loans provided by the Lender which are still outstanding or in respect of which the Lender has not been repaid that day. 

  
 26 













 
Overdue Rate means the rate equal to the aggregate of the Applicable Rate and 2.00% per annum. 

Screen Rate means: 
  

	 	(a)	 the Australian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks Pty Limited (or any other person
which takes over the administration of that rate) for the relevant period and displayed on page BBSY of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other
information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the
Company; and 


  

	 	(b)	 if the rate described in sub-paragraph (a) above is not available, the sum
of: 


  

	 	(i)	 the Australian Bank Bill Swap Reference Rate administered by ASX Benchmarks Pty Limited (or any other person which
takes over the administration of that rate) for the relevant period and displayed on page BBSW of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information
service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the Company; and



  

	 	(ii)	 0.05% per annum, 



for the purposes of determining the rate as at a time, any subsequent correction, recalculation or republication by the administrator
after that time shall be included. 
 Specified Time means, in relation to any period for which an interest rate is to be
determined, the first day of the relevant period as of 11:00 am Sydney time. 
 Utilisation means each utilisation of the Cash
Advance Facility as provided for in this Facility Annexure. 
 Capitalised terms or phrases which are used in this Facility Annexure
but not defined in this clause have the meanings given to them in the Master Agreement to which this Facility Annexure is attached. 
  

	2.	 Accommodation Particulars  



The Accommodation Particulars to be specified in the Utilisation Request are: 

 

	 	(a)	 the principal amount of each Loan, which must be a minimum of AUD1,000,000 and thereafter a whole multiple of
AUD1,000,000, unless otherwise agreed by the Lender; 


  

	 	(b)	 the term of each Loan, being one, two, three or six months (or such other term as the Lender may agree), the Maturity
Date of which must be a Business Day within the Availability Period; and 


  

	 	(c)	 whether the Loan is to be used for the purpose of repaying a Loan maturing on the Utilisation Date, in which case the
principal amount of the Loan must be equal to the principal amount of the maturing Loan. 



  
 27 














	3.	 Repayment of Loans  


  

	 	(a)	 Each Borrower which has drawn a Loan must repay that Loan on its Maturity Date, together with interest determined in
accordance with clause 4 (Interest) of this Facility Annexure. 


  

	 	(b)	 Without prejudice to each Borrower’s obligation under paragraph (a) above, if a Loan is to be made available
to a Borrower: 


  

	 	(i)	 on the same day that a maturing Loan is due to be repaid by that Borrower; and 



 

	 	(ii)	 for the purpose of refinancing the maturing Loan, 



the aggregate amount of the new Loan shall be treated as if having been made available and applied by the Borrower in or towards
repayment of the maturing Loan so that the relevant Borrower will not be required to make a payment. 
  

	4.	 Interest  



The Borrower must pay interest at the Applicable Rate on the outstanding amount of each Loan in arrears on its Maturity Date (or at such
other times or intervals as the Lender may require if the term of the Loan is in excess of 6 months). Interest accrues daily and will be calculated for the term of each Loan on the basis of a 365 day year. 

 

	5.	 Unavailability of Screen Rate  



 

	 	(a)	 If no Screen Rate is available for the Bank Bill Rate for the Interest Period of a Loan, the applicable Bank Bill Rate
shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan, except where the Interest Period is less than the shortest period published for the Bank Bill Rate, in which case it will be the Bank Bill Rate
for the shortest period published for the Bank Bill Rate. 


  

	 	(b)	 If no Screen Rate is available for the Bank Bill Rate for the Interest Period of a Loan and it is not possible to
calculate the Interpolated Screen Rate or other rate under paragraph (a), there shall be no Bank Bill Rate for that Loan and clause 7 (Cost of funds) of this Facility Annexure shall apply to that Loan for the Interest Period.



  

	6.	 Market disruption  



If before 5pm on the Business Day after the first day for the relevant Interest Period the relevant Borrower receives notification from
the Lender that as a result of market circumstances not limited to it, the cost to it of funding the Loan from whatever source it may reasonably select would be in excess of the Bank Bill Rate, then clause 7 (Cost of funds) of this
Facility Annexure shall apply to the Loan for the relevant Interest Period. 
  

	7.	 Cost of funds  



If this clause 7 applies, the rate of interest on the Loan for the relevant Interest Period shall be the percentage rate per annum which
is the sum of: 
  

	 	(a)	 the Margin; and 


  

	 	(b)	 in the circumstances described in clause 5 (Unavailability of Screen Rate) of this Facility Annexure or
clause 6 (Market disruption) of this Facility Annexure, the rate notified to the relevant Borrower by the Lender to be that which expresses as a percentage rate per annum, the cost to the Lender of funding that Loan from




  
 28 













 
whatever source it may reasonably select. That rate is to be notified as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period. 

  
 29 













 ANNEXURE B 

Bank Guarantee Facility 
  

	1.	 Definitions and interpretation  



 

	 	(a)	 In this Facility Annexure the following meanings apply, unless a contrary intention appears: 



Accommodation Particulars means the particulars required under clause 3 of this Facility Annexure to be specified in Utilisation
Request for the Bank Guarantee Facility. 
 Bank Guarantee Facility means the facility under which the Lender agrees to issue or
make available Bank Guarantees to the Borrowers with an aggregate face value up to the Facility Accommodation Limit as set out in this document. 

Beneficiary means the beneficiary or favouree under a Bank Guarantee. 

Outstanding Accommodation means, in respect of the Bank Guarantee Facility and on any date, the aggregate face amount of each Bank
Guarantee (less any amounts which have been repaid in respect of a Bank Guarantee). 
 Principal Obligations means the
obligations of the Borrower to the beneficiary in respect of which a Bank Guarantee is issued. 
 Utilisation means each
utilisation of the Bank Guarantee Facility as provided for in this Facility Annexure.  
 Capitalised terms or phrases which are
used in this Facility Annexure but not defined in this clause have the meanings given to them in the Master Agreement to which this Facility Annexure is attached.  
  

	 	(b)	 Unless a contrary intention appears, any reference in this Facility Annexure or in this document to:



  

	 	(i)	 a Utilisation made or to be made to a Borrower includes a Bank Guarantee issued on its behalf; 



 

	 	(ii)	 a Borrower repaying or prepaying a Bank Guarantee means: 



 

	 	(A)	 that Borrower providing cash cover for that Bank Guarantee; 



 

	 	(B)	 that Borrower making a payment in respect of, or reimbursing an amount paid by the Lender under, the Bank Guarantee, in
either case under clause 5(a) or (b) (Payment by Borrower) of this Facility Annexure; 


  

	 	(C)	 the maximum amount payable under the Bank Guarantee being reduced or cancelled in accordance with its terms;



  

	 	(D)	 the Bank Guarantee being returned to the Lender; 



 

	 	(E)	 the Lender being satisfied that it has no further liability under that Bank Guarantee; or 



 

	 	(F)	 the Lender receiving in its favour a
back-to-back letter of credit, bank guarantee or similar from a bank which, along with the terms (including fees and identity of the issuer) of such letter of credit,




  
 30 














	 	 
bank guarantee or similar instrument, is acceptable to the Lender in its absolute discretion, 



and the amount by which a Bank Guarantee is repaid or prepaid under subparagraphs (A), (B), (C) and (F) above is the amount of the
relevant cash cover, payment, reimbursement, reduction or cancellation. When under this document a Borrower is obliged to repay or prepay a Bank Guarantee, it must: 
  

	 	(A)	 provide cash cover for the outstanding amount of the Bank Guarantee (less the total amount paid by the Lender under the
Bank Guarantee); and 


  

	 	(B)	 pay under clause 5(a) or (b) (Payment by Borrower) of this Facility Annexure an amount equal to the total
amount paid by the Lender under the Bank Guarantee, 


 except to the extent that the amount of the Bank Guarantee
has been repaid or prepaid by another means. 
  

	 	(iii)	 an amount borrowed includes any amount utilised by way of Bank Guarantee; 



 

	 	(iv)	 amounts outstanding under this document include amounts outstanding under or in respect of any Bank Guarantee;



  

	 	(v)	 an outstanding amount of a Bank Guarantee at any time is the maximum amount that is or may be payable by the relevant
Borrower in respect of that Bank Guarantee at that time; 


  

	 	(vi)	 a Borrower’s obligation on Utilisations becoming due and payable includes the Borrower repaying any Bank
Guarantee in accordance with subparagraph (ii) above. 


  

	 	(vii)	 a Borrower providing cash cover for a Bank Guarantee means a Borrower paying an amount in the currency of the
Bank Guarantee to an account in the name of the Borrower (whether or not interest bearing) and the following conditions being met: 


  

	 	(A)	 the account is with the Lender; 



 

	 	(B)	 until no amount is or may be outstanding under that Bank Guarantee, withdrawals from the account may only be made to
pay the Lender amounts due and payable to it under this document in respect of that Bank Guarantee, or otherwise as agreed in writing by the Lender; 


  

	 	(C)	 the Borrower shall be entitled to accrued interest on the cash cover; and 



 

	 	(D)	 if the Lender, requests it, the Borrower has executed a security document, in form and substance satisfactory to the
Lender, creating a first ranking security interest over that account. 


  

	 	(c)	 Unless the Lender otherwise agrees, the Facility Accommodation Limit for the Bank Guarantee Facility will be calculated
ignoring any cash cover provided for outstanding Bank Guarantees. 



  
 31 














	2.	 Facility Documentation  



 

	 	(a)	 The relevant Borrower must execute such documents (including without limitation in respect of Bank Guarantees which are
to be cash covered, an account set off in the Lender’s usual form) as are required by the Lender before each Utilisation of the Bank Guarantee Facility. 



 

	 	(b)	 All Facility Documentation pursuant to which Accommodation under the Bank Guarantee Facility is to be provided must
conform, in form and substance, to the Lender’s standard documentation for the provision of such Accommodation. 


  

	 	(c)	 The form, the Principal Obligations and the Beneficiary of each Bank Guarantee must be acceptable to the Lender.



  

	3.	 Accommodation Particulars  



 

	 	(a)	 The Accommodation Particulars to be specified in the Utilisation Request are: 



 

	 	(i)	 the type of Bank Guarantee requested by the relevant Borrower; 



 

	 	(ii)	 the Beneficiary; 


  

	 	(iii)	 the face amount and currency (which must be the Base Currency); 



 

	 	(iv)	 the purpose and the Principal Obligations; 



 

	 	(v)	 the expiry date (which must be a date within the Availability Period of the Facility unless otherwise agreed by the
Lender); 


  

	 	(vi)	 the jurisdiction under whose laws the Bank Guarantee will be governed (which must be an Australian State and must be
specified in the Bank Guarantee); 


  

	 	(vii)	 the form of the Bank Guarantee (which must be in such form as the Lender requires and include the minimum requirements
set out in paragraph (c), unless otherwise agreed in writing by the Lender); 


  

	 	(viii)	 the underlying contract or agreement in respect of which the Bank Guarantee is to be issued is specified (if
applicable); 


  

	 	(ix)	 the delivery instructions for the Bank Guarantee (if applicable); and 



 

	 	(x)	 any other particulars required to establish that Bank Guarantee. 



 

	 	(b)	 The face amount of the Bank Guarantee must not be more than the Facility Accommodation Limit for the Bank Guarantee
Facility. 


  

	 	(c)	 The minimum requirements for the form of the Bank Guarantee are as follows: 



 

	 	(i)	 It must have a maximum aggregate liability; 



 

	 	(ii)	 It must permit early termination by the Lender by the payment of money; 



 

	 	(iii)	 It should contain no other obligation on the Lender other than the payment of money; 



 

	 	(iv)	 It should be payable at the Facility Office of the Lender; 



 

	 	(v)	 It must be payable on a Business Day; 



  
 32 














	 	(vi)	 There should be a clear statement as to the circumstances under which payment is to be made and to whom payment should
be made; and 


  

	 	(vii)	 There should be a non-assignment clause. 



 

	4.	 Authority to make payment  



 

	 	(a)	 The relevant Borrower irrevocably authorises the Lender to immediately pay any amount demanded by a Beneficiary at any
time pursuant to a Bank Guarantee and to make any payment under clause 8 (Voluntary Payout) of the Facility Annexure (in this Facility Annexure, each a claim). 



 

	 	(b)	 The Lender need not: 


  

	 	(i)	 first refer to the relevant Borrower or obtain its authority for the payment; 



 

	 	(ii)	 enquire whether a demand has been properly made; 



 

	 	(iii)	 enquire as to the validity, genuineness or accuracy of any statement, certificate or other document issued in relation
to a claim; or 


  

	 	(iv)	 carry out any investigation or seek any confirmation from any other person before making the payment.



  

	 	(c)	 The relevant Borrower acknowledges that the Lender: 



 

	 	(i)	 may make payments under a Bank Guarantee by any means that it determines; 



 

	 	(ii)	 may make any payments under a Bank Guarantee despite any direction by the Borrower to the Lender not to pay, any
dispute between the Borrower and the Lender as to the Lender’s obligation to pay, any dispute between the Borrower and the Beneficiary or any claim by the Borrower that a claim under the Bank Guarantee is not valid; 



 

	 	(iii)	 may refuse to make a payment under a Bank Guarantee (in its absolute discretion) where it considers that a claim under,
or any other document presented under the Bank Guarantee does not comply with the terms of the Bank Guarantee; and 


  

	 	(iv)	 deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any
available set-off, counterclaim or other defence of any person. 


  

	5.	 Payment by Borrower  



 

	 	(a)	 The relevant Borrower must pay the Lender all amounts paid or required to be paid by the Lender under:



  

	 	(i)	 a Bank Guarantee; or 


  

	 	(ii)	 clause 8 (Voluntary Payout) of this Facility Annexure, 



on the day on which the Lender makes or is required to make that payment (and if that Borrower does not do so, interest shall accrue on
those amounts from that date up to the actual date of payment in accordance with clause 6.2 (Default interest) of the Master Agreement). 

  
 33 














	 	(b)	 Without prejudice to the relevant Borrower’s obligation under paragraph 5(a), that Borrower shall immediately on
demand indemnify the Lender against any cost, loss or liability incurred by the Lender (otherwise than by reason of the Lender’s gross negligence or wilful misconduct) in acting as the Lender under any Bank Guarantee requested by that Borrower
(including as a result of the Lender making a payment under clause 8 (Voluntary Payout) of this Facility Annexure). 


  

	6.	 Borrower’s unconditional obligations  



 

	 	(a)	 The Borrowers’ obligations under clause 5 (Payment by Borrower) of this Facility Annexure are
absolute and unconditional and not subject to any reduction, termination or other impairment by any set off, deduction, counterclaim, agreement, defence, suspension, deferment or otherwise. 



 

	 	(b)	 The Borrowers’ liability under this clause is not affected by any circumstance, act or omission which, but for
this subclause, might otherwise affect its liability at law or in equity, including: 


  

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


  

	 	(ii)	 any failure by the Lender to enquire whether a communication, demand or other document under a Bank Guarantee has been
inaccurately transmitted or received, or has been signed or sent by an unauthorised person; 


  

	 	(iii)	 the impossibility or illegality of performance of or any invalidity of or affecting any MOF Finance Document, the
Principal Obligations intended to be secured by a Bank Guarantee or any other agreement, document or transaction; 


  

	 	(iv)	 any act of a Government Agency, court, arbitral body, agency, authority or any person affecting the terms of any MOF
Finance Document, the Principal Obligations intended to be secured by a Bank Guarantee or any other document or transaction; 


  

	 	(v)	 the application of any law or regulation affecting any Bank Guarantee; 



 

	 	(vi)	 any failure to obtain an Authorisation required or desirable in connection with this document or any Bank Guarantee, or
any incapacity of, or limitation on the powers of, any person signing a claim or other document; or 


  

	 	(vii)	 anything else (foreseen or unforeseen), whether or not similar to any of the above, that affects any MOF Finance
Document, the Principal Obligations intended to be secured by a Bank Guarantee or any other agreement, document or transaction. 


  

	 	(c)	 The Lender is not obliged to enquire into any of the matters mentioned in paragraphs (a) and (b) of this clause.



  

	7.	 Expiring Bank Guarantees  



An amount equal to the amount of each Bank Guarantee which, before the end of the Availability Period, is repaid in full or expires
without being called on or which is called on and paid by the relevant Borrower to the Lender in accordance with clause 5 (Payment by Borrower) of this Facility Annexure will again be available for utilisation in accordance with the terms of
this document. 

  
 34 














	8.	 Voluntary Payout  



If an Event of Default is continuing, the Lender may discharge its liability under a Bank Guarantee at any time by paying to the
Beneficiary the outstanding amount of the Bank Guarantee or any lesser amount specified by the Beneficiary. The Lender may debit any account of the relevant Borrower with the amount so paid. 

 

	9.	 Illegality  


  

	 	(a)	 Without limiting clause 8 (Voluntary Payout) of this Facility Annexure, if any Change of Law or
other event makes it illegal for the Lender to perform its obligations under any Bank Guarantee or maintain financial accommodation or commitment under the Bank Guarantee Facility, the Lender may following notice to the Borrowers, discharge its
liability under a Bank Guarantee at any time on and from the date which is 40 Business Days after the date on which the Lender gives notice or any earlier date required by, or to comply with, the applicable law, by paying to the Beneficiary the
outstanding amount of the Bank Guarantee or any lesser amount specified by the Beneficiary. The Lender may debit any account of the Borrower with the amount so paid. 



 

	 	(b)	 A notice to a Borrower under clause 19(a) of this Facility Annexure is irrevocable. 



 

	 	(c)	 If requested by a Borrower, the Lender must transfer its participation under the Bank Guarantee Facility, on terms and
conditions satisfactory to the Lender (acting reasonably), to a person proposed by the relevant Borrower. 


  

	10.	 Illegality in relation to Bank Guarantees  



If it becomes unlawful (or impossible as a result of a change in law or regulation) for the Lender to issue or leave outstanding any Bank
Guarantee, then: 
  

	 	(a)	 the Lender shall promptly notify the Company upon becoming aware of that event; 



 

	 	(b)	 upon the Lender notifying the Company, the Lender shall not be obliged to issue any Bank Guarantee;



  

	 	(c)	 each Borrower shall use its best endeavours to procure the release of each Bank Guarantee issued by the Lender and
outstanding at such time on or before the date specified by the Lender in the notice delivered to the Company (being no earlier than the last day of any applicable grace period permitted by law); and 



 

	 	(d)	 the Bank Guarantee Facility shall cease to be available for the issue of Bank Guarantees. 



 

	11.	 UCP600  



None of the foregoing provisions shall operate so as to modify rights and obligations of the Lender and a Borrower under Uniform Customs
and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Brochure Number 600 (known as UCP600). 
  

	12.	 Existing Bank Guarantees  



Each Bank Guarantee specified below has been issued or is deemed to be issued by the Lender at the request of the relevant Borrower under
the Bank Guarantee Facility.  

  
 35 













 CUSTOMER STATUS REPORT AS AT 13/06/2017 11:39 

CUSTOMER - FOXTEL MANAGEMENT PTY LTD 
 CUSTOMER
NUMBER - 00252021 

																									
	FAVOUREE	 	LIABILITY NUMBER	 	 	ISSUE DATE	 	 	
EXPIRY DATE CURR
	 	 	LIABILITY AMOUNT	 
	 ACPP Office Pty Ltd
	 	 	G1	 	 	 	00218868	 	 	 	14/04/2005	 	 	 	31/03/2018	 	  	 	AUD	 	 	$	 678,067.69	 
	 ACPP Office Pty Limited
	 	 	G3	 	 	 	00226185	 	 	 	04/07/2005	 	 	 	31/03/2019	 	  	 	AUD	 	 	$	 1,896,017.26	 
	 ACPP Office Pty Ltd
	 	 	G1	 	 	 	00227332	 	 	 	19/07/2005	 	 	 	31/03/2018	 	  	 	AUD	 	 	$	 440,000.00	 
	 Investa Properties Limited
	 	 	G3	 	 	 	00237296	 	 	 	28/11/2005	 	 	 	 	 	  	 	AUD	 	 	$	30,360.00	 
	 Highpoint Shopping Centres Pty Limited
	 	 	G3	 	 	 	00244472	 	 	 	13/03/2006	 	 	 	 	 	  	 	AUD	 	 	$	15,000.00	 
	 TRUST COMPANY LIMITED ABN 59 004 027 749
	 	 	G3	 	 	 	00295885	 	 	 	09/01/2008	 	 	 	 	 	  	 	AUD	 	 	$	 149,248.58	 
	 WESTFIELD MANAGEMENT LTD AS RESPONSIBLE ENTITY
OF
	 	 	G3	 	 	 	00344376	 	 	 	10/12/2009	 	 	 	 	 	  	 	AUD	 	 	$	17,847.92	 
	 Trust Company of Australia
	 	 	G3	 	 	 	00381020	 	 	 	17/03/2011	 	 	 	 	 	  	 	AUD	 	 	$	 2,586,816.41	 
	 COLONIAL FIRST STATE ASSET MANAGEMENT PTY
LIMITED
	 	 	G3	 	 	 	00430683	 	 	 	12/11/2012	 	 	 	 	 	  	 	AUD	 	 	$	 178,219.26	 
	 AUSTRALIAN EXECUTOR TRUSTEES LIMITED
	 	 	G3	 	 	 	00511281	 	 	 	05/06/2015	 	 	 	31/03/2024	 	  	 	AUD	 	 	$	 1,000,000.00	 
	 THE TRUST COMPANY LIMITED
	 	 	G3	 	 	 	00513332	 	 	 	01/07/2015	 	 	 	 	 	  	 	AUD	 	 	$	 239,886.98	 
	 Scentre Management Limited ACN 001 670 579
	 	 	G3	 	 	 	00518634	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	46,393.96	 
	 Eastgardens Pty Ltd ACN 002 365 326
	 	 	G3	 	 	 	00518635	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	36,878.96	 
	 Scentre Custodian Pty Limited
	 	 	G3	 	 	 	00518636	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	29,489.90	 
	 Kent Street Pty Limited ACN 006 794 654 AND
Scent
	 	 	G3	 	 	 	00518637	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	27,295.04	 
	 Perpetual Trustee Company Limited ACN 000 001
007
	 	 	G3	 	 	 	00518638	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	35,757.34	 
	 Stonehenge Pty Limited ACN 095 084 674
	 	 	G3	 	 	 	00518639	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	26,928.32	 
	 Scentre Management Limited ACN 001 670 579 AND
RE1
	 	 	G3	 	 	 	00518640	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	25,828.36	 
	 P.T. Limited ACN 004 454 666
	 	 	G3	 	 	 	00518641	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	28,328.30	 
	 P.T. Limited ACN 004 454 666 AND Doncaster
Shoppin
	 	 	G3	 	 	 	00518642	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	44,927.30	 
	 P.T. Limited ACN 004 454 666 as constructive
trust
	 	 	G3	 	 	 	00518643	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	32,428.36	 
	 Perron Investments Pty Ltd ACN 000 003 976 AND
Sce
	 	 	G3	 	 	 	00518644	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	24,361.92	 
	 Scentre Management Limited ACN 001 670 579 AND
SAS
	 	 	G3	 	 	 	00518646	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	36,645.08	 
	 Ventana Pty Limited ACN 008 586 543
	 	 	G3	 	 	 	00518647	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	36,550.48	 
	 Scentre Management Limited ACN 001 670 579 as
resp
	 	 	G3	 	 	 	00518648	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	33,345.62	 
	 Scentre Management Limited ACN 001 670 579 as
resp
	 	 	G3	 	 	 	00518649	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	33,161.70	 
	 Scentre Management Limited ACN 001 670 579 as
resp
	 	 	G3	 	 	 	00518650	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	32,061.70	 
	 PT Limited ACN 004 454 666 as custodian of the
Sce
	 	 	G3	 	 	 	00518652	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	38,665.06	 
	 PT Limited ACN 004 454 666 as custodian of the
Sce
	 	 	G3	 	 	 	00518653	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	5,907.32	 
	 Tea Tree Plaza Nominees Pty Limited ACN 008 586
45
	 	 	G3	 	 	 	00518654	 	 	 	26/08/2015	 	 	 	 	 	  	 	AUD	 	 	$	5,148.23	 
	 CENTRE MANAGEMENT LIMITED ACN 001 670 579 AND
RE1
	 	 	G3	 	 	 	00532989	 	 	 	25/02/2016	 	 	 	 	 	  	 	AUD	 	 	$	23,455.70	 
	 MIRVAC FUNDS LIMITED ACN 002 561 640
	 	 	G3	 	 	 	00568068	 	 	 	11/05/2017	 	 	 	30/06/2021	 	  	 	AUD	 	 	$	 1,270,637.17	 
	 DARWIN CITY COUNCIL
	 	 	G3	 	 	 	00031420	 	 	 	13/06/1996	 	 	 	 	 	  	 	AUD	 	 	$	50,000.00	 
	 DEPARTMENT OF TRANSPORT & WORKS - NORTH
TERRITORY
	 	 	G3	 	 	 	00031564	 	 	 	10/07/1996	 	 	 	 	 	  	 	AUD	 	 	$	10,000.00	 
	 DEPARTMENT OF TRANSPORT & WORKS - NORTH
TERRITORY
	 	 	G3	 	 	 	00031565	 	 	 	10/07/1996	 	 	 	 	 	  	 	AUD	 	 	$	15,000.00	 
	 PALMERSTON TOWN COUNCIL
	 	 	G3	 	 	 	00031976	 	 	 	23/08/1996	 	 	 	 	 	  	 	AUD	 	 	$	20,000.00	 
	 PALMERSTON TOWN COUNCIL
	 	 	G3	 	 	 	00031977	 	 	 	23/08/1996	 	 	 	 	 	  	 	AUD	 	 	$	20,000.00	 
	 PALMERSTON TOWN COUNCIL
	 	 	G3	 	 	 	00031978	 	 	 	23/08/1996	 	 	 	 	 	  	 	AUD	 	 	$	20,000.00	 
	 PALMERSTON TOWN COUNCIL
	 	 	G3	 	 	 	00031979	 	 	 	23/08/1996	 	 	 	 	 	  	 	AUD	 	 	$	13,000.00	 
	 PALMERSTON TOWN COUNCIL
	 	 	G3	 	 	 	00031980	 	 	 	23/08/1996	 	 	 	 	 	  	 	AUD	 	 	$	13,000.00	 
	 PALMERSTON TOWN COUNCIL
	 	 	G3	 	 	 	00031981	 	 	 	35300	 	 	 	 	 	  	 	AUD	 	 	$	14,000.00	 
	 	 				 				 				 				  				 	  
	  
	 
	 	 				 				 				 				  				 	$	      9,280,659.92	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	  
	  
	 


  
 36 













 ANNEXURE C 

Corporate Card Facility 
  

	1.	 Definitions  



In this Facility Annexure the following meanings apply, unless a contrary intention applies. 

Applicable Facility Conditions means the Lender’s current terms and conditions for Corporate Card Facilities as amended or
replaced from time to time. 
 Corporate Card Facility means the facility under which the Lender agrees to make available
Accommodation to the Borrowers by way of corporate credit cards up to the Facility Accommodation Limit as set out in this document. 

Facility Conditions Precedent means compliance with each item set out in clause 2 (Facility Conditions
Precedent) of this Facility Annexure. 
 Outstanding Accommodation means, on any day, the aggregate of all amounts
owing, due or payable under the Corporate Card Facility on such date, as determined by the Lender in accordance with its usual practices. 

Utilisation means each utilisation of the Facility as provided for in this Facility Annexure. 

 

	2.	 Facility Conditions Precedent  



 

	 	(a)	 The relevant Borrower must execute such Facility Documentation as is required by the Lender before each Utilisation of
the Corporate Card Facility. 


  

	 	(b)	 All Facility Documentation pursuant to which Accommodation under the Corporate Card Facility is to be provided must
conform, in form and substance, to the Lender’s standard documentation applicable for the provision of such Accommodation. 


  

	 	(c)	 Any conditions precedent to the provision of Accommodation under the Corporate Card Facility contained in such Facility
Documentation are Facility Conditions Precedent. 


  

	3.	 No Utilisation Request required  



Despite anything else in this document, no Utilisation Request is required in respect of any proposed Utilisation of the Corporate Card
Facility. 
  

	4.	 Utilisation and Facility Accommodation Limit  



 

	 	(a)	 Subject to the Facility Documentation and the provisions of this document, the Lender may provide Accommodation under the
Corporate Card Facility in such form as the Lender determines. 


  

	 	(b)	 If there is a conflict between the provisions of this document and the provisions of any Facility Documentation, then the
provisions of this document apply unless otherwise agreed between the Lender and the Company. 


  

	 	(c)	 The Facility Accommodation Limit applies in relation to all corporate credit card finance provided under the Corporate
Card Facility. In addition each corporate credit card will be subject to a separate sub-limit determined by the Lender. 



  
 37 














	5.	 Prepayment  



Despite clause 5.4 (Voluntary prepayment) of the Master Agreement: 

 

	 	(a)	 a Borrower is not required to give notice to the Lender before prepaying any part of the Outstanding Accommodation;



  

	 	(b)	 no minimum amount or multiple is required for such prepayment; 



 

	 	(c)	 any amount prepaid will be available to a Borrower by way of fresh Utilisations; and 



 

	 	(d)	 no amounts will be payable in respect of break costs in relation to such prepayment. 



 

	6.	 Repayment and Cancellation  



Despite anything else in this document: 
  

	 	(a)	 the relevant Borrower must pay the Outstanding Accommodation in respect of the Corporate Card Facility on demand by the
Lender; 


  

	 	(b)	 the Lender may by notice to the Company, cancel any obligation of the Lender to provide any further Accommodation under
the Corporate Card Facility; and 


  

	 	(c)	 the Lender may make a demand or give a notice of cancellation, or do both, at any time in its absolute discretion.




  
 38 













 ANNEXURE D 

Group Limit Facility 
  

	1.	 Definitions  



In this Facility Annexure the following meanings apply, unless a contrary intention applies. 

Applicable Facility Conditions means the Lender’s current terms and conditions for Group Limit Facilities as amended or replaced from time to
time. 
 Cap Limit has the meaning given to that term in Part 4 of the Facility Particulars. 

Group Limit has the meaning given to that term in Part 4 of the Facility Particulars. 

Group Limit Facility means the facility under which the Lender agrees to make available AUD denominated overdraft Accommodation to the Borrowers
up to the Facility Accommodation Limit, through a number of accounts which the Lender is entitled to treat as a single account, as set out in this document. 

Outstanding Accommodation means, on any day, the aggregate of all amounts owing, due or payable under the Group Limit Facility (whether actual,
contingent or otherwise) on such date, as determined by the Lender in accordance with its usual practices. 
 Utilisation means each utilisation
of the Group Limit Facility as provided for in this Facility Annexure. 
 Capitalised terms or phrases which are used in this Facility Annexure but not
defined in this clause have the meanings given to them in the Master Agreement to which this Facility Annexure is attached. 
  

	2.	 Facility Documentation  



All Facility Documentation pursuant to which Accommodation under the Group Limit Facility is to be provided must conform, in form and substance, to the
Lender’s standard documentation applicable for the provision of such Accommodation. The Lender acknowledges that on the date of this document all Facility Documentation required by the Lender has been executed and conforms, in form and
substance, to the Lender’s standard documentation applicable for the provision of such Accommodation. 
  

	3.	 No Utilisation Request required  



Despite anything else in this document, no Utilisation Request is required in respect of any proposed Utilisation of the Group Limit Facility. 

 

	4.	 Utilisations  


  

	 	(a)	 Subject to the Facility Documentation and the provisions of this document, the Lender will provide Utilisations under the
Group Limit Facility. 


  

	 	(b)	 If there is a conflict between the provisions of this document and any Facility Documentation, then the provisions of this
document apply unless otherwise agreed between the Lender and the Company. 


  

	 	(c)	 Any references in the Applicable Facility Conditions to the “Schedule” shall be deemed to be references to Part
4 of the Facility Particulars, unless otherwise agreed between the Borrowers and the Lender. This does not affect the right of the Lender to issue replacement or supplemental “Schedules” in accordance with the Applicable Facility
Conditions. 



  
 39 














	5.	 Variation of limits 



Despite any other provision of this document, the Lender may at any time in its absolute discretion cancel or vary the Cap Limit or the Group Limit for
the Facility. 
  

	6.	 Repayment and cancellation  



Despite any other provision of this document: 
  

	 	(a)	 the relevant Borrower must pay the Outstanding Accommodation in respect of the Group Limit Facility on demand by the
Lender; 


  

	 	(b)	 the Lender may also, by notice to the Company, cancel any obligation of the Lender to provide any further Accommodation
under the Group Limit Facility; and 


  

	 	(c)	 the Lender may make a demand or give a notice of cancellation, or do both, at any time in its absolute discretion.




  
 40 















			
	Deed of Amendment	  	





  

 Executed and delivered as a Deed. 

Each attorney executing this Deed states that he has no notice of revocation or suspension of his power of attorney. 

Original Borrowers 
 Signed Sealed and
Delivered for Foxtel 
 Management Pty Limited by its attorney under 

power of attorney in the presence of: 
  

					
			
	/s/ Lynette Ireland	 		 	 /s/ Patrick Delany

	  
	 		 	  

			
	Witness Signature	 		 	Attorney Signature
			
	



	 		 	




	  
	 		 	  

			
	Print Name	 		 	Print Name

 Signed Sealed and Delivered for Austar 

Entertainment Pty Limited by its attorney 

under power of attorney in the presence of: 
  

					
			
	/s/ Lynette Ireland	 		 	 /s/ Patrick Delany

	  
	 		 	  

			
	Witness Signature	 		 	Attorney Signature
			
	



 	 		 	




	  
	 		 	  

			
	Print Name	 		 	Print Name

 Signed Sealed and Delivered for Austar 

United Communications Pty Limited by its 
 attorney under power
of attorney in the 
 presence of: 
  

					
			
	/s/ Lynette Ireland	 		 	 /s/ Patrick Delany

	  
	 		 	  

			
	Witness Signature	 		 	Attorney Signature
			
	



	 		 	




	  
	 		 	  

			
	Print Name	 		 	Print Name


  

			
	  
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	Deed of Amendment	  	





  

 Signed Sealed and Delivered for Customer 

Services Pty Limited by its attorney under 

power of attorney in the presence of: 
  

					
			
	/s/ Lynette Ireland	 		 	 /s/ Patrick Delany

	  
	 		 	  

			
	Witness Signature	 		 	Attorney Signature
			
	



	 		 	




	  
	 		 	  

			
	Print Name	 		 	Print Name

 Signed Sealed and Delivered for Foxtel 

Finance Pty Limited by its attorney under 
 power of attorney in the presence
of: 
  

					
			
	/s/ Lynette Ireland	 		 	 /s/ Patrick Delany

	  
	 		 	  

			
	Witness Signature	 		 	Attorney Signature
			
	



	 		 	




	  
	 		 	  

			
	Print Name	 		 	Print Name

 Signed Sealed and Delivered for Foxtel 

Australia Pty Limited by its attorney under 
 power of attorney in the presence
of: 
  

					
			
	/s/ Lynette Ireland	 		 	 /s/ Patrick Delany

	  
	 		 	  

			
	Witness Signature	 		 	Attorney Signature
			
	



	 		 	




	  
	 		 	  

			
	Print Name	 		 	Print Name


  

			
	  
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	Deed of Amendment	  	





  

 Signed Sealed and Delivered for  

XYZnetworks Pty Limited by its attorney 
 under power of attorney in the
presence of: 
  

					
			
	/s/ Lynette Ireland	 		 	 /s/ Patrick Delany

	  
	 		 	  

			
	Witness Signature	 		 	Attorney Signature
			
	



	 		 	




	  
	 		 	  

			
	Print Name	 		 	Print Name


  

			
	  
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	Deed of Amendment	  	





  

 Lender 

Signed Sealed and Delivered for  
 Commonwealth Bank of Australia
by its 
 attorney under power of attorney in the 
 presence of: 

 

					
			
	/s/ Julita Hardjono	 		 	 /s/ Tim Bates

	  
	 		 	  

			
	Witness Signature	 		 	Attorney Signature
			
	



	 		 	




	  
	 		 	  

			
	Print Name	 		 	Print Name


  

			
	  
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