THAT THE GROUP MAY BE UNABLE TO COMPLY WITH CERTAIN OF THE FINANCIAL
COVENANTS FOR SO LONG AS THE EFFECTS OF THE PANDEMIC REMAIN CURRENT.
2
REQUEST FOR WAIVERS AND MODIFICATIONS
2.1
UNDER CLAUSE 39 (AMENDMENTS AND WAIVERS) THE TEMPORARY WAIVERS AND
MODIFICATIONS 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 5.1.
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2.2
WE SEEK THE CONSENT AND AGREEMENT OF THE AGENT (ACTING ON THE
INSTRUCTIONS OF THE MAJORITY LENDERS) TO THE FOLLOWING, WHERE 'WAIVER PERIOD'
MEANS THE PERIOD FROM THE DATE OF YOUR ACCEPTANCE OF THIS LETTER IN ACCORDANCE
WITH PARAGRAPH 5.1 (THE ACCEPTANCE DATE) TO (AND INCLUDING) THE DATE WHICH IS
THE EARLIER OF:
(A)
THE DATE ON WHICH THE PARENT DELIVERS TO THE AGENT A COMPLIANCE
CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER AND GROUP CHIEF FINANCIAL
OFFICER OF THE PARENT SETTING OUT (IN REASONABLE DETAIL) COMPUTATIONS
DEMONSTRATING COMPLIANCE WITH THE FINANCIAL COVENANTS SET OUT IN CLAUSE 23.1
(FINANCIAL COVENANTS) AS AT 30 SEPTEMBER 2021 ON THE BASIS OF THE FINANCIAL
REPORTING DESCRIBED IN PARAGRAPH 2.13; AND
(B)
THE DATE ON WHICH THE AGENT GIVES NOTICE THAT THE MAJORITY LENDERS
ARE SATISFIED WITH THE MATTERS DESCRIBED IN PARAGRAPH 2.11 (DISTRIBUTION) BELOW.
IF THE WAIVER PERIOD HAS NOT ALREADY ENDED PURSUANT TO PARAGRAPH (A) OR (B)
ABOVE, THE OBLIGORS UNDERTAKE TO ENSURE THAT A COMPLIANCE CERTIFICATE IS
DELIVERED IN ACCORDANCE WITH PARAGRAPH (A) DEMONSTRATING COMPLIANCE WITH THE
FINANCIAL COVENANTS NO LATER THAN 31 OCTOBER 2021.
A FAILURE TO COMPLY WITH
THIS OBLIGATION WILL BE AN IMMEDIATE EVENT OF DEFAULT WITHOUT ANY REMEDY PERIOD
THAT MAY OTHERWISE BE AVAILABLE PURSUANT TO CLAUSE 25.3(B) (OTHER OBLIGATIONS).
MARGIN
2.3
IN CLAUSE 1.1 (DEFINITIONS) THE DEFINITION OF "MARGIN" IS MODIFIED
DURING THE WAIVER PERIOD (AND THEREAFTER, BUT ONLY IN CONNECTION WITH ANY
INTEREST PERIOD THAT HAS COMMENCED DURING OR PRIOR TO THE WAIVER PERIOD) BY
REPLACING THE PRICING GRID AND THE SUBSEQUENT PARAGRAPH WITH THE FOLLOWING:
NET DEBT TO EBITDA IN MOST RECENT COMPLIANCE CERTIFICATE
MARGIN
> 3.50 TIMES
[***] PER ANNUM
> 2.50 TIMES AND ≤ 3.50 TIMES
[***] PER ANNUM
> 2.00 TIMES AND ≤ 2.50 TIMES
[***] PER ANNUM
> 1.50 TIMES AND ≤ 2.00 TIMES
[***] PER ANNUM
≤ 1.50 TIMES
[***] PER ANNUM
A)
ANY CHANGE IN MARGIN ARISING BY REASON OF THE DELIVERY OF A COMPLIANCE
CERTIFICATE WILL TAKE EFFECT ON THE FIRST DAY OF THE NEXT APPLICABLE INTEREST
PERIOD OR BANK GUARANTEE FEE PAYMENT DATE (AS APPLICABLE) OCCURRING AFTER THE
DATE OF RECEIPT BY THE AGENT OF THE APPLICABLE COMPLIANCE CERTIFICATE.
B)
IF A COMPLIANCE CERTIFICATE IS NOT DELIVERED WHEN DUE, FOR THE PURPOSES OF
DETERMINING THE APPLICABLE MARGIN, NET DEBT TO EBITDA WILL BE ASSUMED TO BE
GREATER THAN 3.50 TIMES UNTIL A COMPLIANCE CERTIFICATE IS DELIVERED.
DESPITE PARAGRAPH (A) OF THE DEFINITION OF MARGIN, IF, UPON