WITH RESPECT TO THE OBLIGORS AND
THEIR ENTRY INTO THIS LETTER. A FAILURE TO COMPLY WITH THIS UNDERTAKING WITHIN
THE TIME REQUIRED WILL BE AN EVENT OF DEFAULT AND NO REMEDY PERIODS UNDER THE
FACILITY AGREEMENT WILL APPLY.
4
GENERAL
4.1
THIS LETTER IS ISSUED BY THE PARENT, THE ORIGINAL BORROWER AND ALL
OTHER OBLIGORS.
4.2
EACH OBLIGOR ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED FOR IN
THIS LETTER (OR ANY OTHER FINANCE DOCUMENT):
(A)
NO OTHER AMENDMENTS, WAIVERS OR CONSENTS ARE MADE BY THIS DOCUMENT TO
THE FACILITY AGREEMENT OR ANY OTHER FINANCE DOCUMENT;
(B)
THIS LETTER DOES NOT AFFECT ANY OTHER RIGHT A LENDER MAY HAVE; AND
(C)
ALL PROVISIONS OF THE FACILITY AGREEMENT AND ANY OTHER FINANCE
DOCUMENT REMAIN IN FULL FORCE AND EFFECT.
4.3
EACH OBLIGOR ACKNOWLEDGES AND CONFIRMS THAT:
(A)
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LETTER, THE TERMS OF THIS
LETTER DO NOT AFFECT OR PREJUDICE THE OBLIGATIONS OF ANY OBLIGOR UNDER ANY
FACILITY AGREEMENT OR ANY OTHER FINANCE DOCUMENT; AND
(B)
EACH GUARANTEE AND SECURITY PROVIDED BY IT AND SECURITY GRANTED BY IT
CONTINUES IN FULL FORCE AND EFFECT.
4.4
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS LETTER AND THE FACILITY
AGREEMENT, THE TERMS OF THIS LETTER WILL PREVAIL TO THE EXTENT OF THAT
INCONSISTENCY.
4.5
THE PERSON WHO SIGNS THIS LETTER ON BEHALF OF THE OBLIGORS DOES SO AS
THE DULY APPOINTED ATTORNEY OF EACH AUSTRALIAN OBLIGOR AND DULY AUTHORIZED
SIGNATORY OF EACH US OBLIGOR AND HAS NO NOTICE OF REVOCATION OF THAT APPOINTMENT
OR AUTHORITY WITH RESPECT TO ANY OBLIGOR.
4.6
THE AGENT ACKNOWLEDGES THAT THE PARENT HAS ADVISED THAT IT INTENDS TO
PUBLICLY FILE THIS LETTER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE
AGENT CONSENTS ON BEHALF OF ITSELF AND THE MAJORITY LENDERS TO THE PUBLIC FILING
OF THIS LETTER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON THE CONDITION
THAT THE PARENT REDACTS ANY FEE INFORMATION AND USES ITS BEST ENDEAVOURS TO
ENSURE THAT THERE IS A REDACTION OF THE ANY MARGIN INFORMATION SET OUT IN
PARAGRAPH 2.3 AND PARAGRAPH 3.1 OF ANNEXURE A AS PART OF THE PUBLIC FILING.
7
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5
ACCEPTANCE
5.1
IF THE MAJORITY LENDERS AGREE TO THE ABOVE AND INSTRUCT YOU
ACCORDINGLY, PLEASE ACKNOWLEDGE THAT AGREEMENT BY EXECUTING THIS LETTER AND
RETURNING IT TO US.
YOU AND THE OBLIGORS ACKNOWLEDGE AND AGREE THAT THE WAIVERS
AND MODIFICATIONS DESCRIBED IN THIS LETTER COME INTO EFFECT UPON YOUR SO DOING.
5.2
THIS LETTER AND ANY AGREEMENT FORMED BY ITS ACCEPTANCE ARE GOVERNED BY
THE LAWS OF QUEENSLAND AND EACH PARTY IRREVOCABLE SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF QUEENSLAND.
5.3
ONCE ACCEPTED, THIS LETTER IS A FINANCE DOCUMENT UNDER THE FACILITY
AGREEMENT.
5.4
THIS LETTER MAY BE SIGNED IN ANY NUMBER OF COUNTERPARTS.
EACH
COUNTERPART CONSTITUTES AN ORIGINAL OF THIS LETTER, ALL OF WHICH TOGETHER
CONSTITUTE ONE INSTRUMENT. THIS LETTER IS INTENDED TO BIND ALL PARTIES TO IT.
IN THE EVENT IT IS NOT BINDING ON ONE PARTY, THE PARTIES AGREE THAT