EXHIBIT 10.1
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT
MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY
DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].
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12 August 2020
Westpac Banking Corporation (as Agent)
Level 3, 275 Kent Street
Sydney NSW 2000
Greetings
Syndicated Facility Agreement dated 15 September 2018, as amended by Amendment
Agreement dated 11 September 2019 (Facility Agreement) and modified by Waiver
Letter dated 25 May 2020
Second request for waivers and modifications
1
BACKGROUND
1.1
IN THIS LETTER CAPITALISED TERMS HAVE THE MEANINGS GIVEN IN THE
FACILITY AGREEMENT AND CLAUSE REFERENCES ARE TO CLAUSES IN THE FACILITY
AGREEMENT, IN EACH CASE UNLESS OTHERWISE STATED.
A REFERENCE TO A PARAGRAPH IS
TO A PARAGRAPH OF THIS LETTER UNLESS OTHERWISE STATED.
1.2
REFERENCE IS ALSO MADE TO OUR LETTER REQUESTING WAIVERS AND
MODIFICATIONS DATED 25 MAY 2020, AS ACCEPTED BY YOU ON THAT DATE (FIRST WAIVER
LETTER).
1.3
WE WRITE TO YOU, AS AGENT UNDER THE FACILITY AGREEMENT, TO SEEK
YOUR AGREEMENT TO:
(A)
AMEND THE FIRST WAIVER LETTER SO AS TO BE IN THE FORM OF THE
DOCUMENT ATTACHED TO THIS LETTER AND MARKED 'ANNEXURE A'; AND
(B)
FURTHER WAIVERS UNDER, AND MODIFICATIONS OF, CERTAIN PARTS OF THE
FACILITY AGREEMENT.
1.4
DESPITE ANYTHING TO THE CONTRARY IN THIS LETTER, INCLUDING
ACCEPTANCE BY THE AGENT AS CONTEMPLATED BY PARAGRAPH 10.1, THIS LETTER IS OF NO
EFFECT WHATSOEVER UNLESS AND UNTIL (AND COMES INTO EFFECT AUTOMATICALLY AND
WITHOUT NEED FOR FURTHER ACT OR DOCUMENT WHEN) THE PARENT ENTERS INTO AN
UNDERWRITING AGREEMENT WITH RESPECT TO THE EQUITY RAISING (AS DEFINED IN
PARAGRAPH 2.1) OF AT LEAST USD120,000,000.
IF THAT DOES NOT OCCUR BY THE LAST
MOMENT BEFORE MIDNIGHT (AEST) ON 31 AUGUST 2020 (OR SUCH LATER TIME AS THE AGENT
(ACTING ON THE INSTRUCTIONS OF THE MAJORITY LENDERS) AGREES IN WRITING), THEN
THIS LETTER IS PERMANENTLY WITHDRAWN AND TERMINATED.
2
EQUITY RAISING
2.1
THE GROUP, VIA THE PARENT, IS PROPOSING TO RAISE FURTHER EQUITY
(EQUITY RAISING).
THE EQUITY IS TO BE RAISED BY THE PARENT AND THE PROCESS IS
EXPECTED TO BE COMPLETED, WITH THE NET PROCEEDS RECEIVED APPLIED IN FULL IN
PREPAYMENT OF LOANS UNDER THE SYNDICATED FACILITY AGREEMENT, BY 31 AUGUST 2020.
3
REQUEST FOR WAIVERS AND MODIFICATIONS
3.1
UNDER CLAUSE 39 (AMENDMENTS AND WAIVERS) THE MATTERS DESCRIBED
BELOW REQUIRE THE CONSENT OF THE MAJORITY LENDERS.
BY CLAUSE 39.1(B), ONCE YOU
HAVE THE REQUISITE CONSENTS AND ARE SO INSTRUCTED, YOU MAY EXECUTE THIS LETTER
ON BEHALF ALL FINANCE PARTIES BY WAY OF AGREEMENT WITH THE OBLIGORS, AS
CONTEMPLATED BY PARAGRAPH 10.1 (THE DATE YOU DO SO WILL BE THE ACCEPTANCE
DATE).
3.2
WE SEEK THE CONSENT AND AGREEMENT OF THE AGENT (ACTING ON THE
INSTRUCTIONS OF THE MAJORITY LENDERS) TO THE FOLLOWING:
AMENDMENTS TO THE FIRST WAIVER LETTER
3.3
THE AMENDMENTS TO THE FIRST WAIVER LETTER CONTEMPLATED BY PARAGRAPH
1.3(A) ARE CONTINGENT UPON:
(A)
THE EQUITY RAISING SECURING A MINIMUM OF USD120,000,000 IN FURTHER