EXHIBIT 4(L)
CONFORMED COPY
AMENDMENT AND RESTATEMENT AGREEMENT
RELATING TO SUBORDINATED FACILITY AGREEMENT
TXU AUSTRALIA HOLDINGS (PARTNERSHIP) LIMITED PARTNERSHIP
TXU ELECTRICITY LIMITED
TXU CORP.
CITIBANK, N.A.
BA AUSTRALIA LIMITED
WESTPAC BANKING CORPORATION
and
CITISECURITIES LIMITED
XXXXXXXX
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HOLLINGDALE
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& PAGE
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000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxx 0000 Xxxxxxxxx
XXX Xxx 000X Xxxxxxxxx 0000
Telephone (00) 0000 0000 Facsimile (00) 0000 0000 DX 240 Melbourne
Reference: PWS:SKC:20870612
MELBOURNE SYDNEY PERTH CANBERRA BRISBANE SINGAPORE HANOI HO CHI MINH CITY
CORRESPONDENT OFFICES IN JAKARTA AND KUALA LUMPUR
Liability is limited by the Solicitors Scheme under the Professional
Standards Xxx 0000 (NSW)
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TABLE OF CONTENTS
Clause Page
1 DEFINITIONS AND INTERPRETATION 2
1.1 New definitions 2
1.2 Incorporated definitions 4
1.3 Interpretation 4
1.4 Headings 5
1.5 Transaction Document 5
1.6 Partnership 5
2 FACILITY AGREEMENT AND TEXAS GUARANTEE 5
2.1 Interest Payment 5
2.2 Repayment and Re-Borrowing 5
2.3 Novation 6
2.4 Amendment and restatement of Facility Agreement and replacement of
Texas Guarantee 6
2.5 Amendments not to affect validity, rights, obligations 7
2.6 Confirmation 7
3 NEW FINANCIERS 8
4 REPRESENTATIONS AND WARRANTIES 8
4.1 Representations and warranties of the Partnership 8
4.2 Scope 9
4.3 Representations and Warranties of the Guarantor 9
5 GENERAL 9
5.1 Governing law and jurisdiction 9
6 MISCELLANEOUS 9
6.1 Counterparts 9
6.2 Exercise of rights 10
6.3 Waiver and variation 10
6.4 Supervening legislation 10
6.5 Approvals and consent 10
6.6 Remedies cumulative 10
6.7 Time of the essence 10
6.8 Further assurances 10
SCHEDULE 1 - ORIGINAL FINANCIERS
SCHEDULE 2 - FORM OF AMENDED AND RESTATED SUBORDINATED FACILITY AGREEMENT
SCHEDULE 3 - NEW FINANCIERS
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THIS AMENDMENT AND RESTATEMENT AGREEMENT
is made on 30 June 2000 between the following parties:
1. TXU AUSTRALIA HOLDINGS (PARTNERSHIP) LIMITED PARTNERSHIP a
limited partnership formed and registered under the Partnership
Xxx 0000 of Victoria, the general partner of which is:
TXU AUSTRALIA HOLDINGS (AGP) PTY LTD (ACN 086 014 931)
having an office at Xxxxx 00, 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx 0000
and the limited partners of which are:
TXU AUSTRALIA (LP) NO. 1 LIMITED (previously known as TU
Australia Holdings No. 1 Limited) (ARBN 086 406 733) a
company incorporated in England and Wales with the
registration number 3679715 and having an office at Xxxxxxx
Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX; and
TXU AUSTRALIA (LP) NO. 2 LIMITED (previously known as TU
Australia Holdings No. 2 Limited) (ARBN 086 406 724) a
company incorporated in England and Wales with the
registration number 3679712 and having an office at Xxxxxxx
Xxxxx, Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX
(PARTNERSHIP)
2. TXU ELECTRICITY LIMITED (previously known as Eastern Energy
Limited) (ACN 064 651 118) of Xxxxx 00, 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx (EASTERN)
3. TXU CORP. (previously trading as Texas Utilities Company) a Texas
corporation having an office at Energy Plaza, 0000 Xxxxx Xxxxxx,
Xxxxxx, Xxxxx 00000, Xxxxxx Xxxxxx of America (GUARANTOR)
4. CITIBANK, N.A. (ARBN 072 814 058) of Xxxxx 00, 000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 0000 (CITIBANK, EXISTING
ADMINISTRATIVE AGENT AND ARRANGER)
5. BA AUSTRALIA LIMITED (ACN 004 617 341) of Xxxxx 00, Xxxxxx Xxxxx
Tower, 525 Xxxxxxx Street, Melbourne, Victoria 3000 (BA)
6. WESTPAC BANKING CORPORATION (ARBN 007 457 141) of 000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 0000 (WESTPAC)
7. CITISECURITIES LIMITED (ACN 000 000 000) of Xxxxx 00, 0 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx 0000 (NEW ADMINISTRATIVE AGENT)
RECITALS
A. The Partnership, Eastern and Citibank entered into a Subordinated
Facility Agreement on 24 February 1999 amended by a First
PAGE 1
Amending Agreement dated 24 August 1999 and by a Second Amending
Agreement dated 23 December 1999 (FACILITY AGREEMENT).
B. This agreement sets out the agreement of the parties to:
(a) provide for the payment by Eastern and the Partnership of
all interest accrued and unpaid under the Facility Agreement
as at (and up to and including) 30 June 2000;
(b) provide for the Partnership to make a further drawing under
the Facility Agreement and for Eastern to repay all the
drawings made to it under the Facility Agreement;
(c) novate the rights, liabilities and obligations of Eastern as
borrower under the Facility Agreement to the Partnership;
(d) amend the Facility Agreement on and from Financial Close (as
defined below) in the manner set out in the Amended and
Restated Subordinated Facility Agreement (as defined below);
(e) provide for the execution of the Deed Poll and the issue of
Loan Notes to the Original Financiers;
(f) provide for the retirement of the Existing Administrative
Agent and the appointment of the New Administrative Agent;
and
(g) replace, on and from Financial Close (as defined below), the
Texas Guarantee with the Replacement Texas Guarantee.
THE PARTIES AGREE
in consideration of, among other things, the mutual promises contained
in this agreement:
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1 DEFINITIONS AND INTERPRETATION
1.1 NEW DEFINITIONS
In this agreement:
AMENDED AND RESTATED SUBORDINATED FACILITY AGREEMENT means, on and
from Financial Close, the Facility Agreement as amended and restated
in the form set out in schedule 2 of this agreement.
AMENDMENT DOCUMENTS means:
(a) this agreement;
(b) the Amended and Restated Subordinated Facility Agreement;
(c) the Deed Poll; and
(d) the Replacement Texas Guarantee.
COMMITTED AMOUNT means, for an Original Financier, the amount set
opposite the name of such Original Financier in schedule 1 (Original
Financiers) of this agreement.
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DEED OF COMMON TERMS means the deed previously known as the security
trust deed dated 24 February 1999 as amended by a deed dated on or
about 22 February 2000 executed by the parties defined therein as the
Core Borrowers, the parties defined therein as Obligors, TXU Corp.,
each of the parties therein as the Financiers, each of the parties
defined therein as the Hedge Counterparties, each of the parties
defined therein as the Junior Financiers and each of the parties
defined therein as the Facility A Agent, the Facility B Agent, the
Facility D Agent and the Trustee.
DEED POLL means the deed poll in or substantially in the form set out
in schedule 3 (Deed Poll) to the form of the Amended and Restated
Subordinated Facility Agreement.
DRAWING means the outstanding principal amount of a drawing made under
the Facility.
EVENT OF DEFAULT has the meaning given to it in clause 15 (Events of
Default) of the Facility Agreement.
FACILITY LIMIT means A$413,000,000.
FACILITY means the loan facility granted by the Facility Agreement.
FINANCIAL CLOSE means the date to be determined in accordance with the
provisions of the Amended and Restated Subordinated Facility
Agreement.
LOAN NOTES means a debt obligation of the Partnership in its capacity
as borrower owing under the Deed Poll to a Financier under the Amended
and Restated Subordinated Facility Agreement.
NEW FINANCIERS means the financial institutions listed in schedule 3
(New Financiers) of this agreement and NEW FINANCIER means any of
them.
ORIGINAL FINANCIERS means Citibank, BA and Westpac and ORIGINAL
FINANCIER means each of them.
PARTNERSHIP DEED means the Limited Partnership Deed made on 27 January
1999 as amended on 23 February 1999, 16 May 2000 and 31 May 2000
between the General Partner and the Limited Partners in order to form
the Partnership.
PROPORTION means, for an Original Financier, in respect of the
Facility, the proportion which its Committed Amount bears to the
Facility Limit.
REGISTER means the register of Loan Notes to be established under
clause 9 (Registration) of the Amended and Restated Subordinated
Facility Agreement.
REPLACEMENT TEXAS GUARANTEE means a guarantee to be executed by the
Guarantor in favour of the New Administrative Agent, the Arranger and
the Financiers party to the Amended and Restated Subordinated Facility
Agreement from time to time and expressed to be effective as of
Financial Close in respect of the liabilities and obligations of the
Partnership as sole borrower under the Amended and Restated
Subordinated Facility Agreement.
TEXAS GUARANTEE means the instrument entitled "Guaranty" dated as of
24 February 1999 by the Guarantor in favour of Citibank, as financier
in relation to the Facility Agreement and in respect of which
Citibank, N.A., with the prior consent of the Guarantor, assigned a
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portion of its rights on 24 December 1999 to BA and a portion of its
rights on 30 December 1999 to Westpac.
TRANSACTION DOCUMENT means the Facility Agreement, the Texas Guarantee
(as replaced by the Replacement Texas Guarantee), the Deed of Common
Terms, the fee letter referred to in clause 8.1 (Fees) of the Facility
Agreement, any document which the Partnership or Eastern or the
Guarantor acknowledges to be a Transaction Document and any other
document connected with any of them.
TRANSFERRED PORTION means, in relation to each New Financier, the
aggregate of the portions of the Committed Amounts assigned and
transferred by all Original Financiers to such New Financier.
1.2 INCORPORATED DEFINITIONS
In this agreement, a word or phrase defined in the Facility Agreement
and not defined in clause 1.1 (New definitions) has the same meaning
as in the Facility Agreement.
1.3 INTERPRETATION
In this agreement unless the contrary intention appears:
(a) a reference to this agreement or another instrument includes any
variation or replacement of any of them;
(b) a reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of them;
(c) the singular includes the plural and vice versa;
(d) the word "person" includes a firm, body corporate, an
unincorporated association or an authority;
(e) a reference to a person includes a reference to the person's
executors, administrators, successors, substitutes (including,
without limitation, persons taking by novation) and assigns;
(f) an agreement, representation or warranty in favour of two or more
persons is for the benefit of them jointly and severally;
(g) an agreement, representation or warranty on the part of two or
more persons binds them jointly and severally;
(h) a reference to an accounting term is to be interpreted in
accordance with accounting standards under the Corporations Law
and, if not inconsistent with those accounting standards,
generally accepted principles and practices in Australia
consistently applied by a body corporate or as between bodies
corporate and over time;
(i) a reference to any thing (including, without limitation, any
amount) is a reference to the whole and each part of it and a
reference to a group of persons is a reference to all of them
collectively, to any two or more of them collectively and to each
of them individually;
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(j) if an act prescribed under this agreement to be done by a party
on or by a given day is done after 5.30pm on that day, it is to
be taken to be done on the following day.
1.4 HEADINGS
Headings are inserted for convenience and do not affect the
interpretation of this agreement.
1.5 TRANSACTION DOCUMENT
This agreement is a Transaction Document as defined in, and for the
purposes of, the Deed of Common Terms. The rights of the Original
Financiers, and the obligations of the Partnership, under this
agreement are subject to the terms of the Deed of Common Terms.
1.6 PARTNERSHIP
If this agreement requires or permits any act, matter or thing to be
done by the Partnership, that act, matter or thing must be done by the
General Partner and, once done, will be deemed to bind:
(a) the Partnership; and
(b) each of the partners in the Partnership in accordance with the
Partnership Deed.
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2 FACILITY AGREEMENT AND TEXAS GUARANTEE
2.1 INTEREST PAYMENT
On 30 June 2000, each of the Partnership and Eastern will pay the
Existing Administrative Agent for the account of the Original
Financiers an amount equal to the total amount of interest accrued on
their respective Drawings but unpaid for the period up to but
excluding 30 June 2000.
2.2 REPAYMENT AND RE-BORROWING
Subject to the receipt by the Existing Administrative Agent of an
amount not less than the aggregate of the interest referred to in
clause 2.1 (Interest Payment):
(a) provided that no Event of Default has occurred and is subsisting
on 30 June 2000, notwithstanding the terms of the Facility, each
of the Original Financiers agrees to make available a Drawing
under the Facility on 30 June 2000 to the Partnership of an
amount equal to the aggregate amount of all Drawings provided to
Eastern under the Facility by providing its Proportion of such
Drawing;
(b) on 30 June 2000, Eastern will repay the aggregate amount of all
Drawings provided to it and the Original Financiers direct
Eastern to make a payment on 30 June 2000 directly to the
Partnership (or at its direction) of an amount equal to such
amount to be repaid by Eastern; and
PAGE 5
(c) Eastern, the Partnership, the Existing Administrative Agent and
the Original Financiers agree that the payment referred to in
clause 2.2(b) will be:
(1) in full and final payment of Eastern's liabilities and
obligations to the Original Financiers in relation to the
Facility; and
(2) construed as the making available of the Drawing to the
Partnership on 30 June 2000 referred to in clause 2.2(a) by
the Original Financiers.
2.3 NOVATION
On and from 30 June 2000, subject to the receipt by the Existing
Administrative Agent of written confirmation from the Partnership and
Eastern of the completion of the direction by the Original Financiers
in clause 2.2(b) (Repayment and Re-borrowing), the Original Financiers
consent to the assignment and transfer by Eastern of all of its
rights, liabilities and obligations under the Facility Agreement to
the Partnership and whereupon:
(a) Eastern is released from all its liabilities and obligations, and
ceases to be entitled to all of its rights, under the Facility
Agreement; and
(b) the Partnership assumes the liabilities and obligations of
Eastern and acquires the rights of Eastern which are identical to
the rights, liabilities and obligations of Eastern which ceased
under clause 2.3(a), and the Partnership and Eastern must notify
the Existing Administrative Agent of the completion of such
assignment and transfer.
2.4 AMENDMENT AND RESTATEMENT OF FACILITY AGREEMENT AND REPLACEMENT OF
TEXAS GUARANTEE
Subject to the completion of each of the matters referred to in
clauses 2.1 (Interest Payment) and 2.2 (Repayment and Re-Borrowing)
and upon the receipt by the Existing Administrative Agent of written
confirmation from the Partnership and Eastern of the completion of the
assignment and transfer referred to in clause 2.3 (Novation), the
following will occur on 30 June 2000 in the order set out below:
(a) the Existing Administrative Agent must notify the Arranger, the
New Administrative Agent and the Original Financiers in writing
of the completion of such assignment and transfer referred to in
clause 2.3 (Novation);
(b) the Existing Administrative Agent retires and is discharged from
its rights, powers and obligations under the Facility Agreement;
and
(c) the following events occur in the order set out below:
(i) the Facility Agreement is amended and restated in the form
set out in schedule 2 (Form of Amended and Restated
Subordinated Facility Agreement);
(ii) the New Administrative Agent is appointed as the
Administrative Agent under the Amended and Restated
Subordinated Facility Agreement and has all the rights,
powers and obligations of the Administrative Agent under the
PAGE 6
Amended and Restated Subordinated Facility Agreement and the
Transaction Documents;
(iii) the Guarantor must execute, and deliver to the New
Administrative Agent, the Replacement Texas Guarantee in
favour of the New Administrative Agent, the Arranger and the
parties defined as Financiers under the Amended and Restated
Subordinated Facility Agreement in relation to the
liabilities and obligations of the Partnership as borrower
under the Amended and Restated Subordinated Facility
Agreement on the basis that the Replacement Texas Guarantee
is in replacement of the Texas Guarantee on and from 30 June
2000;
(iv) the Partnership, the New Administrative Agent, the Arranger
and the Original Financiers must execute, and deliver to the
New Administrative Agent, the Deed Poll; and
(v) immediately after the receipt by the New Administrative
Agent of the executed Replacement Texas Guarantee and the
Deed Poll notwithstanding the provisions in the Amended and
Restated Subordinated Facility Agreement and the Deed Poll
in relation to the issue of Loan Notes, the Partnership
shall cause each Original Financier to be issued with a Loan
Note (by inscription in the Register) with a principal
amount equal to that Original Financier's Committed Amount.
2.5 AMENDMENTS NOT TO AFFECT VALIDITY, RIGHTS, OBLIGATIONS
(a) The amendments to, and the restatement of, the Facility Agreement
do not affect the legality, validity or enforceability of the
Amended and Restated Subordinated Facility Agreement.
(b) Nothing in this agreement:
(1) prejudices or adversely affects any right, power, authority,
discretion or remedy arising under the Facility Agreement up
to 30 June 2000; or
(2) discharges, releases or otherwise affects any liability or
obligation arising under the Facility Agreement or the
Transaction Documents up to 30 June 2000.
2.6 CONFIRMATION
Upon and from the date of the occurrence of the matters set out in
clause 2.3 (Amendment and restatement of Facility Agreement and
replacement of Texas Guarantee), each party to this agreement who is
expressed to be a party to the Amended and Restated Subordinated
Facility Agreement agrees that it is bound by the Amended and Restated
Subordinated Facility Agreement.
PAGE 7
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3 NEW FINANCIERS
Subject to, and following, the occurrence of each of the events and matters
set out in clauses 2.1 (Interest Payment), 2.2 (Repayment and Re-Borrowing)
and 2.3 (Novation), pursuant to (but without prejudice to) the terms of
clause 2 (Issue of Loan Notes under the Facility) of the Amended and
Restated Subordinated Facility Agreement, it is envisaged that, on
Financial Close:
(a) each Original Financier will assign and transfer to each New Financier
a part of its rights and obligations in the Committed Amount such that
each New Financier has the rights against and obligations to the
Partnership (in its capacity as Borrower under the Amended and
Subordinated Facility Agreement) in respect of such New Financier's
Commitment;
(b) each New Financier will accept such assignment and transfer of its
Transferred Portion and agree to accept a Loan Note for the amount of
the Transferred Portion in accordance with the provisions of the
Amended and Restated Subordinated Facility Agreement;
(c) each Original Financier will be issued a Loan Note for the amount of
their Committed Amount less their respective amounts assigned and
transferred to the New Financiers and the Loan Notes issued to them
under clause 2.4(c)(v) (Amendment and Restatement of Facility
Agreement and replacement of Texas Guarantee) will be cancelled;
(d) the New Financiers, the Original Financiers and each of the parties
expressed to be a party to the Amended and Restated Subordinated
Facility Agreement will assume obligations towards each other and
acquire rights against each other as set out in the Amended and
Restated Subordinated Facility Agreement and the Deed Poll; and
(e) for the avoidance of doubt, the Original Financiers will cease to be
entitled to and bound by the rights and obligations in relation to the
Loan Notes issued to them under clause 2.4(c)(v) (Amendment and
restatement of Facility Agreement and replacement of the Texas
Guarantee) pursuant to the cancellation of such Loan Notes referred to
in clause 3(c).
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4 REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP
The Partnership represents and warrants that:
(a) the representations and warranties set out in clause 5.1
(Representations and warranties) of the Amended and Restated
Facility Agreement (other than clause 5.1(a)) which are
incorporated by reference into this agreement as if set out in
full in this clause where references to the "Borrower" is
construed as references to the Partnership, references to the
"Financiers" are references to the Original Financiers and
references to the "Administrative Agent" are references to the
Existing Administrative Agent, the New Administrative Agent and
the Arranger) are correct and not misleading;
PAGE 8
(b) except as otherwise disclosed to the Existing Administrative
Agent in writing prior to the date of this agreement, none of the
documents of which certified copies or originals were tendered to
the Existing Administrative Agent on or about 24 February 1999 in
satisfaction of the conditions precedent in clause 3.1
(Conditions precedent) of the Facility Agreement has been
amended, modified or revoked and each such document remains in
full force and effect; and
(c) no Event of Default or Potential Event of Default has occurred
and is continuing or would result from the execution of this
agreement, the amendments to be made to the Facility Agreement on
Financial Close pursuant to this agreement or the execution of
the Replacement Texas Guarantee.
4.2 SCOPE
The Partnership acknowledges that the representations and warranties
made by it in clause 4.1(a) (Representations and warranties of the
Partnership) are made on the basis that this agreement is a
Transaction Document.
4.3 REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
The Guarantor represents and warrants that no Event of Default or
Potential Event of Default has occurred and is continuing or would
result from the execution of this agreement, the amendments to be made
to the Facility Agreement as set out in the Amended and Restated
Subordinated Facility Agreement on Financial Close pursuant to this
agreement or the execution of the Replacement Texas Guarantee.
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5 GENERAL
5.1 GOVERNING LAW AND JURISDICTION
(a) This agreement is governed by the law in force in New South
Wales.
(b) Each party irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of New South Wales and
courts of appeal from them. Each party waives any right it has to
object to an action being brought in those courts including,
without limitation, by claiming that the action has been brought
in an inconvenient forum or that those courts do not have
jurisdiction.
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6 MISCELLANEOUS
6.1 COUNTERPARTS
This agreement may consist of a number of counterparts and the
counterparts taken together constitute one and the same instrument.
PAGE 9
6.2 EXERCISE OF RIGHTS
Any of the Existing Administrative Agent, the New Administrative
Agent, the Arranger and the Original Financiers may exercise a right,
power or remedy at its respective discretion, and separately or
concurrently with another right, power or remedy. A single or partial
exercise of a right, power or remedy by such party does not prevent a
further exercise of that or an exercise of any other right, power or
remedy. Failure by such party to exercise or delay in exercising a
right, power or remedy does not prevent its exercise. The Existing
Administrative Agent, the New Administrative Agent, the Arranger and
the Original Financiers are not liable for any loss caused by the
exercise or attempted exercise of, failure to exercise, or delay in
exercising the right, power or remedy.
6.3 WAIVER AND VARIATION
A provision of or a right created under this agreement may not be
waived or varied except in writing signed by the party or parties to
be bound.
6.4 SUPERVENING LEGISLATION
Any present or future legislation which operates to vary the
obligations of the Partnership, Eastern or the Guarantor in connection
with this agreement with the result that the rights, powers or
remedies of any of the Existing Administrative Agent, the New
Administrative Agent, the Arranger and the Original Financiers are
adversely affected (including, without limitation, by way of delay or
postponement) is excluded except to the extent that its exclusion is
prohibited or rendered ineffective by law.
6.5 APPROVALS AND CONSENT
Any of the Existing Administrative Agent, the New Administrative
Agent, the Arranger and the Original Financiers may give conditionally
or unconditionally or withhold its approval or consent in its absolute
discretion unless this agreement expressly provides otherwise.
6.6 REMEDIES CUMULATIVE
The rights, powers and remedies provided in this agreement are
cumulative with and not exclusive of the rights, powers or remedies
provided by law independently of this agreement.
6.7 TIME OF THE ESSENCE
Time is of the essence of this agreement in respect of an obligation
of each of the Partnership and Eastern to pay money.
6.8 FURTHER ASSURANCES
At the request of the New Administrative Agent or the Arranger, each
of the Partnership, Eastern and the Guarantor must, at its own
expense:
(a) execute and cause its successors to execute documents and do
everything else necessary or appropriate to bind it and its
successors under the Transaction Documents; and
PAGE 10
(b) use its best endeavours to cause relevant third parties to do
likewise to bind every person intended to be bound under the
Transaction Documents.
PAGE 11
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SCHEDULE 1 - ORIGINAL FINANCIERS
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ORIGINAL FINANCIER COMMITTED AMOUNT
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Citibank, N.A. A$213,000,000
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BA Australia Limited A$100,000,000
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Westpac Banking Corporation A$100,000,000
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PAGE 12
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SCHEDULE 2 - FORM OF AMENDED AND RESTATED SUBORDINATED FACILITY AGREEMENT
PAGE 13
