BORROWER FOLLOWING CONSULTATION WITH THE BORROWER ON OR BEFORE 15 OCTOBER
2020).
REPRESENTATIONS
2.15
THIS LETTER AND THE SUPPLEMENTAL INFORMATION PROVIDED TO THE AGENT IN
CONNECTION WITH IT COMPRISE DISCLOSURE, TO THE EXTENT OF THEIR CONTENTS, FOR THE
PURPOSES OF THE REPRESENTATIONS IN CLAUSE 21.9 (DISCLOSURE) AND 21.10(C) (NO
MISLEADING INFORMATION).
2.16
EXCEPT AS TO MATTERS EXPRESSLY WAIVED IN THIS LETTER, EACH OBLIGOR
REPEATS THE REPEATING REPRESENTATIONS ON THE DATE OF ITS EXECUTION OF THIS
LETTER BY REFERENCE TO THE FACTS AND CIRCUMSTANCES THEN EXISTING.
2.17
EACH OBLIGOR ON THE DATE OF THIS LETTER REPRESENTS AND WARRANTS TO
EACH FINANCE PARTY THAT NO FINANCE PARTY HAS OR WILL BE PAID ANY ADDITIONAL FEE
OR MARGIN OR OTHER PAYMENT OTHER THAN AS STATED IN THIS LETTER IN CONNECTION
WITH THE WAIVERS GRANTED PURSUANT TO THIS LETTER. EACH OBLIGOR UNDERTAKES THAT
IT WILL NOT MAKE ANY SUCH PAYMENT.
2.18
EACH OBLIGOR INCORPORATED IN AUSTRALIA REPRESENTS AND WARRANTS THAT
ITS CONSTITUTION HAS NOT BEEN AMENDED OR REPEALED SINCE LAST PROVIDED TO THE
AGENT ON OR ABOUT 24 OCTOBER 2018, EXCEPT AS APPROVED BY THE AGENT.
MATERIAL ADVERSE EFFECT
2.19
ANY EVENT OF DEFAULT UNDER CLAUSE 25.17 (MATERIAL ADVERSE EFFECT)
ARISING BY REASON OF PARAGRAPH (A) OR (B) OF THE DEFINITION OF MATERIAL ADVERSE
EFFECT WHICH MAY HAVE OCCURRED OR BE CONTINUING AS AT 12 AUGUST 2020 AS A RESULT
OF COVID-19 RELATED EVENTS THAT HAVE OCCURRED ON OR BEFORE THAT DATE IS WAIVED.
ADDITIONAL RIGHTS
2.20
THE OBLIGORS ACKNOWLEDGE AND AGREE THAT AT ANY TIME DURING THE WAIVER
PERIOD ANY EXISTING LENDER MAY ASSIGN ANY OF ITS RIGHTS OR NOVATE ANY OF ITS
RIGHTS AND OBLIGATIONS UNDER THE FINANCE DOCUMENTS TO A NEW LENDER WITHOUT THE
CONSENT OF THE BORROWER.
3
ADMINISTRATION FEE AND OTHER CONDITIONS
3.1
IN CONSIDERATION OF THE WAIVERS AND MODIFICATIONS SOUGHT IN THIS
LETTER, THE OBLIGORS UNDERTAKE TO PAY TO YOU AS AGENT, FOR THE ACCOUNT OF EACH
LENDER WHO HAS CONFIRMED ITS ACCEPTANCE OF THIS WAIVER
6
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LETTER TO YOU AS AGENT BY 5.00PM ON THE 5TH BUSINESS DAY AFTER THE ACCEPTANCE
DATE, AN ADMINISTRATION FEE (IN AN AMOUNT AS AGREED BETWEEN THE PARTIES) ON THE
ACCEPTANCE DATE. THAT FEE WILL BE PAID IN THE CURRENCY OR CURRENCIES IN WHICH A
LENDER'S COMMITMENTS ARE DENOMINATED AND SHALL BE PAYABLE BY THE OBLIGORS TO THE
AGENT WITHIN 10 BUSINESS DAYS OF THE ACCEPTANCE DATE.
3.2
THE OBLIGORS UNDERTAKE TO PAY PROMPTLY ON DEMAND THE FEES, COSTS AND
EXPENSES INCURRED BY THE LENDERS AND THE AGENT IN THE PREPARATION, NEGOTIATION
AND EXECUTION OF THIS LETTER (INCLUDING LEGAL FEES AND EXPENSES) PURSUANT TO
CLAUSE 19.2 (AMENDMENT COSTS).
3.3
WITHIN 20 BUSINESS DAYS OF THE ACCEPTANCE DATE, THE OBLIGORS MUST
PROCURE IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT LEGAL OPINIONS OF:
(I)
SULLIVAN & CROMWELL LLP, AS NEW YORK COUNSEL TO THE PARENT AND THE
OBLIGORS; AND
(II)
DINSMORE & SHOHL LLP, AS WEST VIRGINIA COUNSEL TO THE PARENT AND
THE OBLIGORS,
3.4
IN EACH CASE REGARDING US LAW MATTERS