Corporate & Institutional Banking Level 28, 500 Bourke Street Melbourne VIC 3000 AUSTRALIA
9 April 2020
The Directors
Reading Entertainment Australia Pty Ltd (ACN [Redacted]) (Borrower and/or you)
00 Xxxx Xxxxxx
Xxxxx Xxxxxxxxx XXX 0000
Copy to:
Each entity listed in Schedule 1 (each, a Guarantor and together with the Borrower, the Transaction Parties)
Dear Directors,
LETTER OF WAIVER
We refer to the “Corporate Markets Loan & Bank Guarantee Facility Agreement” originally dated 24 June 2011 between, among others, National Australia Bank Limited ABN 12 004 044 937 (Bank and/or we) and you (as amended from time to time, including on 27 March 2019 (Facility Agreement). Terms defined in the Facility Agreement have the same meanings in this letter.
We understand that, due to the closure of all cinemas operated by the Reading Entertainment Australia Group as a direct result of the COVID-19 coronavirus pandemic, a Material Adverse Effect is subsisting under paragraph
(a) of that definition (MAE Event). The MAE Event is an Event of Default under clause 10.1(i) (“Material Adverse Effect”) of the Facility Agreement.
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1 |
The Borrower has requested that the Bank waive its rights under clause 10.2(a) (“Effect of Event of Default”) of the Facility Agreement with respect to: |
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(a) |
the MAE Event; and |
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(b) |
an Event of Default that may arise solely as a result of the failure by the Borrower to comply with clause 9.7(a)(i) (“Fixed Charges Cover Ratio”) or 9.7(a)(ii) (“Leverage Ratio”) in respect of the Calculation Period ending on 30 June 2020 or 30 September 2020 only (together with the MAE Event, the Relevant Events), |
on, and subject to, the terms of this letter.
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2 |
Subject to the following conditions: |
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(a) |
receipt by the Bank of an original of this letter, duly executed by each Transaction Party; and |
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(b) |
each Transaction Party complying at all times with its obligations in paragraph 3 below, |
the Bank agrees to waive its rights under clause 10.2(a) (“Effect of Event of Default”) of the Facility Agreement with respect to each Relevant Event. For the avoidance of doubt, the waiver in this clause 2 does not extend to any other event or circumstance that is subsisting or that may arise after the date of this letter (including, without limitation, any Material Adverse Effect that may arise or subsist due to a change in the circumstances, business or condition of a Transaction Party or the Reading Entertainment Australia Group after the date of this letter as a result of the COVID-19 pandemic).
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3 |
Notwithstanding the waivers in paragraph 2 above or any other term of a Transaction Document to the contrary, each Transaction Party agrees and acknowledges that it will not make any Distribution without the prior written consent of the Bank. |
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4 |
If paragraph 3 is not complied with at any time, any waiver given by the Bank in this letter ceases, the Bank’s rights are reinstated and preserved and, at the option of the Bank, an Event of Default under the Facility Agreement will occur. |
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5 |
Except to the extent expressly set out in this letter, nothing in this letter or otherwise operates as a waiver of any obligation of a Transaction Party nor shall anything prevent any further or other exercise, or the exercise, of any other right or remedy of the Bank. |
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6 |
Each Transaction Party acknowledges incurring obligations and giving rights under this letter for valuable consideration received from the Bank. |
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7 |
The Facility Agreement continues in full force and effect. Rights given to the Bank under or in connection with any Transaction Document, and the obligations of the Transaction Parties under it, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise. |
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8 |
The parties acknowledge and agree that this letter is a “Transaction Document” for the purposes of the Facility Agreement. If there is a conflict between the Facility Agreement and this letter, the terms of this letter prevail. |
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9 |
This letter: |
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(a) |
may consist of a number of copies, each signed by one or more parties to this letter. If so, the signed copies are treated as making up the one letter; and |
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(b) |
will be governed by and construed in accordance with the laws in force in Victoria and each party submits to the non-exclusive jurisdiction of the courts of Victoria. |
Yours faithfully
Signed by or on behalf of National Australia Bank Limited
Xxxxxxxx Xxxx
Associate Director, NAB Corporate Email: Xxxxxxxx.Xxxx@xxx.xxx.xx
Schedule 1 – Guarantors
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GuarantorNotice details |
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Reading Entertainment Australia Pty Ltd |
00 Xxxx Xxxxxx Xxxxx Xxxxxxxxx XXX 0000 Attention: Managing Director AND TO: 0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxx Xxxx, Xxxxxxxxxx 00000 United States of America Attention: EVP, Chief Financial Officer and Treasurer |
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Australia Country Cinemas Pty Ltd |
As above |
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Australian Equipment Supply Pty Ltd |
As above |
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Burwood Developments Pty Ltd |
As above |
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Epping Cinemas Pty Ltd |
As above |
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Hotel Newmarket Pty Ltd |
As above |
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Newmarket Properties Pty Ltd |
As above |
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Newmarket Properties No. 2 Pty Ltd |
As above |
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Newmarket Properties #3 Pty Ltd |
As above |
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Reading Auburn Pty Ltd |
As above |
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Reading Australia Leasing (E&R) Pty Ltd |
As above |
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Reading Belmont Pty Ltd |
As above |
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Reading Bundaberg 2012 Pty Ltd |
As above |
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Reading Charlestown Pty Ltd |
As above |
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Reading Cinemas Pty Ltd |
As above |
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Reading Cinemas Management Pty Ltd |
As above |
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Reading Colac Pty Ltd |
As above |
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Reading Dandenong Pty Ltd |
As above |
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Reading Xxxxxxxxx Pty Ltd |
As above |
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Reading Exhibition Pty Ltd |
As above |
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Reading Licences Pty Ltd |
As above |
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Reading Maitland Pty Ltd |
As above |
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Reading Xxxxxx Pty Ltd |
As above |
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Reading Properties Pty Ltd |
As above |
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Reading Properties Indooroopilly Pty Ltd as trustee for the Landplan Property Partners Discretionary Trust |
As above |
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Reading Properties Taringa Pty Ltd as trustee for the Reading Property Partners No. 1 Discretionary Trust |
As above |
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Reading Property Holdings Pty Ltd |
As above |
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Reading Xxxxx Hill Pty Ltd |
As above |
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Reading Sunbury Pty Limited |
As above |
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Xxxxxx Peninsula Cinema Pty Limited |
As above |
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Westlakes Cinema Pty Ltd |
As above |
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A.C.N. 143 633 096 Pty Ltd |
As above |
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Reading Xxxxxx Park Pty Ltd |
As above |
Each Transaction Party accepts and agrees to the terms of this letter by signing below.
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EXECUTED by READING) |
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ENTERTAINMENT AUSTRALIA PTY LTD ACN [Redacted] in accordance with section 127(1) of the Corporations Xxx 0000 (Cwlth) by authority of its directors: |
) ) ) ) ) ) |
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/s/ Xxxxx Xxxxxx |
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/s/ Xxxxxxx Xxxxxxxxxxx |
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Signature of director |
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Signature of director/company secretary* |
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*delete whichever is not applicable |
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Xxxxx Xxxxxx |
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Xxxxxxx Xxxxxxxxxxx |
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Name of director (block letters) |
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Name of director/company secretary* (block letters) |
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*delete whichever is not applicable |
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EXECUTED by each of
AUSTRALIA COUNTRY CINEMAS PTY LTD ACN [Redacted];
AUSTRALIAN EQUIPMENT SUPPLY PTY LTD ACN [Redacted];
BURWOOD DEVELOPMENTS PTY LTD ACN [Redacted];
EPPING CINEMAS PTY LTD ACN [Redacted];
HOTEL NEWMARKET PTY LTD ACN [Redacted];
NEWMARKET PROPERTIES PTY LTD ACN [Redacted];
NEWMARKET PROPERTIES NO. 2 PTY LTD ACN [Redacted];
NEWMARKET PROPERTIES #3 PTY LTD ACN [Redacted];
READING AUBURN PTY LTD ACN [Redacted];
READING AUSTRALIA LEASING (E&R) PTY LTD ACN [Redacted]; READING BELMONT PTY LTD ACN [Redacted];
READING BUNDABERG 2012 PTY LTD ACN [Redacted];
READING CHARLESTOWN PTY LTD ACN [Redacted];
READING CINEMAS PTY LTD ACN [Redacted];
READING CINEMAS MANAGEMENT PTY LTD ACN [Redacted];
READING COLAC PTY LTD ACN [Redacted];
READING DANDENONG PTY LTD ACN [Redacted];
READING XXXXXXXXX PTY LTD ACN [Redacted];
READING EXHIBITION PTY LTD ACN [Redacted];
READING LICENCES PTY LTD ACN [Redacted];
READING MAITLAND PTY LTD ACN [Redacted];
READING XXXXXX PTY LTD ACN [Redacted];
READING PROPERTIES PTY LTD [Redacted];
READING PROPERTIES INDOOROOPILLY PTY LTD ACN [Redacted]AS TRUSTEE FOR THE LANDPLAN PROPERTY PARTNERS DISCRETIONARY TRUST;
READING PROPERTIES TARINGA PTY LTD ACN [Redacted]AS TRUSTEE FOR THE READING PROPERTY PARTNERS NO. 1 DISCRETIONARY TRUST;
READING PROPERTY HOLDINGS PTY LTD ACN [Redacted];
READING XXXXX HILL PTY LTD ACN [Redacted];
READING SUNBURY PTY LIMITED ACN [Redacted];
XXXXXX PENINSULA CINEMA PTY LIMITED ACN [Redacted];
WESTLAKES CINEMA PTY LTD ACN [Redacted];
A.C.N. 143 633 096 PTY LTD ACN [Redacted]; and READING XXXXXX PARK PTY LTD ACN [Redacted],
in accordance with section 127(1) of the Corporations Xxx 0000 (Cwlth) by authority of each of its directors:
_/s/ Xxxxx Cotter____________
Signature of director
_Ellen Cotter_______________
Name of director (block letters)
_/s/ Xxxxxxx Matyczynski_____
Signature of director/company secretary*
*delete whichever is not applicable
_Andrzej Matyczynski________
Name of director/company secretary* (block letters)
*delete whichever is not applicable
