ACCEPTANCE DATE
PURSUANT TO CLAUSE 24.10 (FINANCIAL INDEBTEDNESS) IN RESPECT OF INDEBTEDNESS
DESCRIBED IN PARAGRAPH (M) OF THE DEFINITION OF PERMITTED FINANCIAL INDEBTEDNESS
IS LIMITED TO THE LIMITED RECOURSE DISCOUNT RECEIVABLES FACILITY ENTERED INTO
WITH HSBC IN JUNE 2020 FOR UP TO USD30,000,000;
(E)
NO SECURITY IS GRANTED PURSUANT TO PARAGRAPHS (D), (G), (H), (S) AND
(T) OF THE DEFINITION OF PERMITTED SECURITY;
(F)
NO SECURITY IS GRANTED OR PERMITTED TO SUBSIST PURSUANT TO PARAGRAPH
(Q) OF THE DEFINITION OF PERMITTED SECURITY IF THE AGGREGATE PRINCIPAL AMOUNT OF
INDEBTEDNESS SECURED BY ALL SECURITY REFERRED TO IN THAT PARAGRAPH EXCEEDS AT
ANY TIME 3% OF TOTAL TANGIBLE ASSETS;
(G)
THE PROCEEDS OF DISPOSALS MADE AFTER THE ACCEPTANCE DATE UNDER CLAUSE
24.11 (DISPOSALS) IN RESPECT OF DISPOSALS DESCRIBED IN PARAGRAPHS (B), (C), (H)
AND (J) OF THE DEFINITION OF PERMITTED DISPOSAL, DO NOT, IN AGGREGATE, EXCEED
US$10,000,000.
FOR THE PURPOSES OF PARAGRAPH (H) OF THE DEFINITION OF PERMITTED
DISPOSAL, THE "EQUITY RAISING" AS DEFINED IN THE LETTER BETWEEN THE AGENT AND
THE OBLIGORS DATED ON OR ABOUT 12 AUGUST 2020 IS A PERMITTED DISPOSAL AND IS
EXCLUDED FROM THE CALCULATION OF THE US$10,000,000 THRESHOLD; AND
(H)
THE FINANCIAL ACCOMMODATION EXTENDED BY ONE OR MORE OBLIGORS AFTER
THE ACCEPTANCE DATE UNDER CLAUSE 24.9 (FINANCIAL ACCOMMODATION) IN RESPECT OF
THE FINANCIAL ACCOMMODATION DESCRIBED IN PARAGRAPHS (A), (E), (F) AND (G) OF THE
DEFINITION OF PERMITTED FINANCIAL ACCOMMODATION, DOES NOT, WHEN AGGREGATED WITH
THE DISPOSAL PROCEEDS DESCRIBED AT PARAGRAPH 2.8(E), IN AGGREGATE, EXCEED
US$10,000,000.
4
--------------------------------------------------------------------------------
2.9
EACH OBLIGOR UNDERTAKES NOT TO PARTICIPATE OR ENTER, OR TO PERMIT ANY
OTHER GROUP MEMBER TO PARTICIPATE OR ENTER INTO ANY SALE AND LEASEBACK
TRANSACTIONS OR FORWARD SALE OR COAL PREPAYMENT ARRANGEMENTS DURING THE WAIVER
PERIOD WITHOUT THE CONSENT OF THE MAJORITY LENDERS (EXCEPT THE PERMITTED
TRANSACTIONS EXPRESSLY CONSENTED TO BY THE MAJORITY LENDERS IN THE LETTER DATED
12 AUGUST 2020 TO WHICH THIS IS ANNEXURE A).
ANY DISPOSAL OR FINANCIAL
INDEBTEDNESS PERMITTED BY THE FACILITY AGREEMENT OR THIS LETTER IS SUBJECT TO
THE RESTRICTIONS CONTAINED IN THIS PARAGRAPH 2.9.
2.10
ANY FUNDS RAISED BY THE OBLIGORS BY WAY OF FINANCIAL INDEBTEDNESS
CONSENTED TO BY THE MAJORITY LENDERS AS CONTEMPLATED BY PARAGRAPHS 2.8(A) ABOVE
AND THE PROCEEDS OF PERMITTED DISPOSALS CONTEMPLATED BY PARAGRAPH 2.8(G) MUST
ONLY BE APPLIED TO WORKING CAPITAL OR THE REPAYMENT OR PREPAYMENT OF THE AMOUNTS
OWING TO THE LENDERS UNDER THE FACILITY AGREEMENT.
DISTRIBUTIONS
2.11
DURING THE WAIVER PERIOD THE PARENT UNDERTAKES THAT IT WILL ONLY MAKE
A DISTRIBUTION IF (AND ONLY IF):
(A)
THE PARENT DELIVERS TO THE AGENT IN FORM AND SUBSTANCE SATISFACTORY
TO THE MAJORITY LENDERS, ACTING REASONABLY, A COMPLIANCE CERTIFICATE SIGNED BY 2
DIRECTORS OF THE PARENT SETTING OUT (IN REASONABLE DETAIL) COMPUTATIONS
DEMONSTRATING COMPLIANCE (AS IF NO WAIVER HAD BEEN GRANTED PURSUANT TO THIS
LETTER) WITH THE FINANCIAL COVENANTS SET OUT IN CLAUSE 23.1 (FINANCIAL
COVENANTS) AS AT A DATE 20 BUSINESS DAYS OR LESS PRIOR TO THE DATE ON WHICH A
DISTRIBUTION IS PROPOSED TO BE MADE;
(B)