USA
(Buyer's Guarantor)
Recitals
A.
The Seller owns the Sale Shares.
B.
The Seller has agreed to sell and the
Buyer has agreed to buy the Sale Shares on the terms and conditions of this
agreement.
C.
The Seller's Guarantor has agreed to
guarantee the Seller's obligations under this agreement.
D.
The Buyer's Guarantor has agreed to
guarantee the Buyer's obligations under this agreement.
The parties agree
in consideration of, among other things, the mutual promises contained in this
agreement:
1
DEFINITIONS AND INTERPRETATION
In this agreement capitalised expressions have the meanings set out in
Schedule 1. This agreement will be interpreted in accordance with Schedule 1.
2
CONDITIONS FOR COMPLETION
2.1
CONDITIONS
Clauses 3 and 6 do not become binding on the parties and are of no force or
effect unless and until each of the following conditions have been satisfied or
waived in accordance with clause 2.4:
3
(A)
OVERSEAS INVESTMENT OFFICE: TO THE EXTENT
REQUIRED BY LAW, THE BUYER HAS RECEIVED CONSENT FROM THE OVERSEAS INVESTMENT
OFFICE TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EITHER
UNCONDITIONALLY OR ON TERMS ACCEPTABLE TO THE BUYER ACTING REASONABLY;
(B)
CONDITIONS PRECEDENT UNDER AUSTRALIAN SHARE
SALE AGREEMENT: EACH OF THE CONDITIONS IN CLAUSES 2.1(A), 2.1(B), 2.1(E),
2.1(F) AND 2.1(G) OF THE AUSTRALIAN SHARE SALE AGREEMENT HAS BEEN SATISFIED OR
WAIVED IN ACCORDANCE WITH THAT AGREEMENT; AND
(C)
LENDER APPROVAL: THE SELLER'S GUARANTOR HAS
RECEIVED THE APPROVAL OF THE LENDERS UNDER THE CREDIT AGREEMENT FOR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
2.2
NOTICE
Each party must promptly notify the others in writing if it becomes aware that a
condition in clause 2.1 has been satisfied or if any condition has become
incapable of being satisfied.
2.3
REASONABLE ENDEAVOURS
(A)
THE BUYER MUST USE ALL REASONABLE ENDEAVOURS
TO ENSURE THAT THE CONDITION IN CLAUSE 2.1(A) IS SATISFIED AS EXPEDITIOUSLY AS
POSSIBLE AND IN ANY EVENT ON OR BEFORE THE CUT OFF DATE.
(B)
TO THE EXTENT WITHIN THEIR REASONABLE
CONTROL, THE SELLER MUST PROCURE THAT ALL REASONABLE ENDEAVOURS ARE EXERCISED
AND THE BUYER MUST EXERCISE OR PROCURE THE EXERCISE OF ALL REASONABLE ENDEAVOURS
TO ENSURE THAT THE CONDITIONS IN CLAUSES 2.1(B) AND 2.1(C) ARE SATISFIED AS
EXPEDITIOUSLY AS POSSIBLE AND IN ANY EVENT ON OR BEFORE THE CUT OFF DATE.
(C)
THE BUYER MUST KEEP THE SELLER INFORMED OF
THE PROGRESS TOWARDS SATISFACTION OF ITS OBLIGATIONS UNDER CLAUSE 2.3(A).
(D)
EACH PARTY MUST COOPERATE AND CONSULT WITH
EACH OTHER PARTY IN APPROACHING THE RELEVANT REGULATORY BODIES FOR THE PURPOSES
OF SATISFYING THE CONDITION IN CLAUSE 2.1(A).
(E)
EACH PARTY MUST PROVIDE ALL REASONABLE
ASSISTANCE TO THE OTHER AS IS NECESSARY TO SATISFY THE CONDITIONS.
(F)
THE SELLER MUST PROVIDE ALL INFORMATION AS
MAY BE REASONABLY REQUESTED BY THE BUYER IN CONNECTION WITH ANY NOTICES AND
APPLICATIONS FOR APPROVAL.
2.4
WAIVER
The conditions in clause 2.1 are for the benefit of both the Seller and the
Buyer and may only be waived by written agreement between the Seller and the
Buyer.
2.5
CUT