EQUITY OR SUCH LESSER AMOUNT AS AGREED BY THE MAJORITY LENDERS FROM TIME TO
TIME; AND
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(B)
THE NET PROCEEDS BEING APPLIED IN FULL IN PRO-RATA PREPAYMENT OF
OUTSTANDING FACILITY A LOANS AND FACILITY C LOANS,
BY 31 AUGUST 2020 OR SUCH LATER DATE AS AGREED BY THE MAJORITY LENDERS FROM TIME
TO TIME (EQUITY RAISE CONDITIONS).
1
2
2.1
2.2
2.3
3.4
THE BORROWER UNDERTAKES TO NOTIFY THE AGENT IN WRITING PROMPTLY
AFTER THE PARENT BECOMES UNCONDITIONALLY ENTITLED TO RECEIVE THE NET PROCEEDS OF
THE EQUITY RAISING.
3.5
UPON THE BORROWER APPLYING IN FULL THE NET PROCEEDS (OR ANY LESSER
AMOUNT REQUIRED TO FULLY REPAY ALL OUTSTANDING FACILITY A LOANS AND FACILITY C
LOANS) OF THE EQUITY RAISING TO PREPAYMENT OF LOANS IN ACCORDANCE WITH THE
EQUITY RAISE CONDITIONS, THE FIRST WAIVER LETTER IS AMENDED IN THE MANNER
CONTEMPLATED BY PARAGRAPH 1.3(A).
PARAGRAPH 8 OF THIS LETTER OTHERWISE APPLIES
WITH RESPECT TO THE FIRST WAIVER LETTER AS SO AMENDED.
4
PERMITTED DISPOSALS AND CONSEQUENTIAL PREPAYMENTS
4.1
DESPITE CLAUSE 24.11 (DISPOSALS) AND THE RESTRICTIONS ON DISPOSALS
IN PARAGRAPH 2.8 OF THE FIRST WAIVER LETTER, FOR SO LONG AS THERE IS NO DEFAULT
OR REVIEW EVENT CONTINUING, THE MAJORITY LENDERS ACKNOWLEDGE AND CONSENT TO
THESE TRANSACTIONS BEING PERMITTED DISPOSALS DURING THE WAIVER PERIOD:
(A)
A LONG TERM COAL SALE ARRANGEMENT ON TERMS APPROVED BY THE
MAJORITY LENDERS (BUT THIS DOES NOT LIMIT THE OBLIGORS' RIGHTS TO ENTER INTO
CONTRACTS FOR THE SALE OF COAL THAT ARE OTHERWISE PERMITTED BY CLAUSE 24.11
(DISPOSALS) AND PARAGRAPH (A) OF THE DEFINITION OF "PERMITTED DISPOSALS" IN THE
FACILITY AGREEMENT);
(B)
A SALE AND LEASEBACK ARRANGEMENT BY CORONADO CURRAGH PTY LTD IN
RESPECT OF THE HEAVY MACHINERY EQUIPMENT (HME) SET OUT IN THE SCHEDULE ATTACHED
TO THIS LETTER AND MARKED 'ANNEXURE B' (ANNEXURE B); AND
(C)
A SALE OF ANY HOUSING SET OUT IN ANNEXURE C, WHICH ARE CURRENTLY
OWNED BY CURRAGH QUEENSLAND MINING PTY LTD AND UTILISED IN CONNECTION WITH THE
CURRAGH MINE,
(COLLECTIVELY, THE PERMITTED TRANSACTIONS AND INDIVIDUALLY A PERMITTED
TRANSACTION), ON THE CONDITION THAT:
(D)
THE RELEVANT PERMITTED TRANSACTION IS COMPLETED WITHIN 6 MONTHS OF
THE DATE OF THIS LETTER;
(E)
THE NET PROCEEDS RECEIVED FROM EACH PERMITTED TRANSACTION ARE
APPLIED IN FULL IN PREPAYMENT OF THE LOANS; AND
(F)
AN AMOUNT EQUAL TO 40% OF THE NET PROCEEDS RECEIVED FROM EACH
PERMITTED TRANSACTION WILL BE APPLIED IN PERMANENT REDUCTION OF THE FACILITY A
COMMITMENT AND THE FACILITY C COMMITMENT, TO BE APPLIED PRO-RATA ACROSS EACH OF
THESE FACILITIES AND PROPORTIONATELY AGAINST EACH RESPECTIVE LENDER'S
COMMITMENT.
THOSE PERMANENT REDUCTIONS ARE APPLIED AGAINST THE OBLIGATIONS TO
REDUCE COMMITMENTS UNDER PARAGRAPH 5 IN CHRONOLOGICAL ORDER.
5
CALCULATION AND AMORTISATION
5.1
IF THE FOLLOWING REDUCTIONS HAVE NOT OCCURRED BY THE DATES SHOWN IN
THE TABLE BELOW, EITHER IN RESPECT OF THE FACILITY A COMMITMENT OR THE FACILITY
C COMMITMENT (OR A COMBINATION IN AGGREGATE, AS APPLICABLE), AS A RESULT OF
PERMITTED TRANSACTIONS OR OTHERWISE, THEN THEY ARE AUTOMATICALLY REDUCED
2
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BY THE AMOUNTS