EXHIBIT 2.24
MALLESONS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Form of ▇▇▇▇▇ ▇▇▇▇▇▇ -
364-day Facility
Agreement
Dated #1#
▇▇▇▇▇ ▇▇▇▇▇▇ International Finance B.V. ("BORROWER"
and "OBLIGORS' AGENT")
#2# ("FINANCIER")
MALLESONS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tower
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DX ▇▇▇ ▇▇▇▇▇▇
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Ref: YC:CS
FORM OF ▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT
Contents
DETAILS 1
GENERAL TERMS 3
1 DEFINITIONS 3
1.1 Definitions 3
1.2 Interaction with the Common Terms Deed Poll 5
2 THE FACILITY AND FACILITY LIMIT 6
2.1 Financier to fund 6
2.2 Maximum accommodation 6
3 USING THE FACILITY 6
3.1 Drawing down 6
3.2 Requesting a drawdown 6
3.3 Effect of a Drawdown Notice 6
3.4 Conditions to first drawdown 6
3.5 Conditions to all drawdowns 7
3.6 Benefit of conditions 7
3.7 Currency and timing of drawdowns 7
4 INTEREST 7
4.1 Interest charges 7
4.2 Selection of Interest Period 8
4.3 When Interest Periods begin and end 8
4.4 Limit on Interest Periods 8
4.5 Notification of interest 8
4.6 Market disruption 8
4.7 Alternative basis of interest or funding 9
5 REPAYING AND PREPAYING 9
5.1 Repayment 9
5.2 Extension of Maturity Date 9
5.3 Prepayment 9
5.4 Prepayment and the Facility Limit 10
6 PAYMENTS 10
6.1 Payment by direction 10
6.2 Amount Owing 10
6.3 Application of payments - pre-default 10
6.4 Application of payments - post-default 10
7 CANCELLATION 10
8 FEES 11
8.1 Establishment fee 11
8.2 Commitment fee 11
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9 FINANCIER REPRESENTATION 11
10 INTEREST ON OVERDUE AMOUNTS 11
10.1 Obligation to pay 11
10.2 Compounding 12
10.3 Interest following judgment 12
11 GOVERNING LAW 12
SCHEDULE 1 - DRAWDOWN NOTICE (CLAUSE 3) 13
SCHEDULE 2 - SELECTION NOTICE (CLAUSE 4.2) 15
SCHEDULE 3 - EXTENSION REQUEST (CLAUSE 5.2) 16
SIGNING PAGE 17
ii
FORM OF ▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT
Details
INTERPRETATION - Definitions are in clause 1.
PARTIES BORROWER, OBLIGORS' AGENT and FINANCIER, each as described
below.
BORROWER and Name ▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL FINANCE B.V.
OBLIGORS' AGENT
Corporate seat Amsterdam
Registered 34108775
Number
Address 8th Floor, Atrium, ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Fax + 31 20 404 2544
Attention Treasurer
FINANCIER Name #2#
ABN or #3#
Registered
Number
Address #4#
Fax #5#
Attention #6#
FACILITY Description Revolving US$ cash advance facility.
Facility Limit US$#7#
Maturity Date The day 364 days after the date
of this agreement, or the agreed
extended Maturity Date if extended in
accordance with clause 5.2
("Extension of Maturity Date").
Currency US$
Interest Rate For an Interest Period, means LIBOR plus
the Margin.
1
Margin #8#
Interest Periods Subject to clause 4.2
("Selection of Interest Period"), 1,
2, 3 or 6 months, or such other
period as agreed between the Borrower
and Financier.
Purpose For general corporate purposes of the
Group, including, without limitation:
- to fund the Group's working capital
requirements;
- to refinance existing Financial
Indebtedness and pay related transaction
costs;
- to fund or reimburse against capital
expenditure costs and payments to the
Fund by any Group member; and/or
- to fund distributions or other capital
payments (if any).
FEES Establishment #9#
(also see Fee
clause 8)
Commitment Fee #10#
Fee
DATE OF See Signing page
AGREEMENT
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▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT
General terms
1 DEFINITIONS
1.1 DEFINITIONS
AMOUNT OWING means the total of all amounts which are then due for
payment, or which will or may become due for payment, in connection with
any Financing Document (including transactions in connection with them) to
the Financier.
AVAILABILITY PERIOD means the period commencing on the date of this
agreement and ending on the Maturity Date or, if earlier, the date on
which the Facility Limit is cancelled in full.
BORROWER means the person so described in the Details.
COMMON TERMS DEED POLL means the deed poll entitled "▇▇▇▇▇ ▇▇▇▇▇▇ - Common
Terms Deed Poll" entered into by the Borrower and the Guarantor dated on
or about the date of this agreement.
DEFAULT RATE means the applicable Interest Rate at the time plus 2% per
annum. For the purpose of this definition, the Interest accrues daily from
(and including) the due date to (but excluding) the date of actual payment
and is calculated on actual days elapsed and a year of 360 days as if the
overdue amount is a cash advance with Interest Periods of 30 days (or
another period chosen from time to time by the Financier) with the first
Interest Period starting on and including the due date.
DETAILS means the section of this agreement headed "Details".
DRAWDOWN DATE means the Business Day on which a drawdown of the Facility
is or is to be made but does not include a rollover of a Drawing on the
last day of an Interest Period.
DRAWDOWN NOTICE means a completed notice in writing, substantially in the
form of, and containing the information and representations and warranties
set out in, schedule 1 ("Drawdown Notice") and signed by an Authorised
Officer of the Borrower.
DRAWING means the outstanding principal amount of a drawdown made under
the Facility.
FACILITY means the facility made available under this agreement.
FACILITY LIMIT means:
(a) the amount set out as such in the Details; or
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(b) if the Maturity Date has been extended under clause 5.2 ("Extension
of Maturity Date"), the amount of the Facility Limit being extended
specified in the extension request,
each as reduced by the total of all cancellations under this agreement.
FEE PAYMENT DATE means each 31 March, 30 June, 30 September and 31
December after the date of this agreement.
FINANCIER means the person so described in the Details.
FINANCING DOCUMENT means each of:
(a) this agreement;
(b) the Common Terms Deed Poll;
(c) the Interim Guarantee between the Guarantor and the Financier;
(d) the Guarantee and Subordination Documents;
(e) each Drawdown Notice;
(f) each Selection Notice;
(g) any other document which the Borrower and the Financier agree to be a
Financing Document; and
(h) any document entered into for the purpose of amending or novating any
of the above.
INTEREST PAYMENT DATE means, in respect of an Interest Period, the last
day of that Interest Period.
INTEREST PERIOD means each period selected in accordance with clause 4.2
("Selection of Interest Period").
INTEREST RATE means, subject to clause 4.6 ("Market disruption"), the
interest rate set out in the Details.
LIBOR means, in relation to any Drawing:
(a) the applicable British Bankers' Association Interest Settlement Rate
for US$ and the relevant period displayed on the appropriate page of
the Reuters screen (but if the agreed page is replaced or service
ceases to be available, the Financier may specify another page or
service displaying the appropriate rate after consultation with the
Borrower) ("SCREEN RATE"); or
(b) (if no Screen Rate is available for US$ and the Interest Period of
that Drawing) the arithmetic mean of the rates (rounded upwards to
four decimal places) as supplied to the Financier at its request
quoted by the principal London offices of at least three leading
international banks chosen by the Financier in consultation with the
Borrower to other leading banks in the London interbank market,
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as of 11:00am (London time) on the day two Business Days before the first
day of an Interest Period for which the interest rate is to be determined
for the offering of deposits in US$ and for a period comparable to the
Interest Period for that Drawing.
MARGIN means on any day, the margin set out in the Details.
MARKET DISRUPTION EVENT means:
(a) at or about noon on the day two Business Days before the first day
of an Interest Period for which the interest rate is to be
determined, by reason of circumstances affecting the London
interbank market for US$, the "LIBOR" component of the Interest Rate
cannot be determined; or
(b) before close of business in London on the day two Business Days
before the first day of an Interest Period for which the interest
rate is to be determined, the Financier determines that the cost to
it of obtaining matching deposits in the London interbank market
would be in excess of LIBOR.
MATURITY DATE means the maturity date for the Facility as set out in the
Details, but if that is not a Business Day, then the preceding Business
Day.
REVIEW DATE means:
(a) the date 6 months from the date of this agreement; and
(b) thereafter, each date 6 months before the then Maturity Date.
SELECTION NOTICE means a notice under clause 4.2(b) ("Selection of
Interest Period"), to be substantially in the form of schedule 2
("Selection Notice").
UNDRAWN FACILITY LIMIT means the Facility Limit less the aggregate of all
Drawings outstanding.
1.2 INTERACTION WITH THE COMMON TERMS DEED POLL
(a) The Borrower acknowledges that:
(i) the Financier is a Creditor; and
(ii) this agreement is a Facility Agreement,
for the purposes of the Common Terms Deed Poll.
(b) On execution of this agreement, the provisions of the Common Terms
Deed Poll (subject to paragraph (d) below) are incorporated into
this agreement to the intent and effect that any such provision for
the benefit of a Creditor or the Borrower (as defined in the Common
Terms Deed Poll) may be enforced by the Financier or the Borrower to
the same extent as if the Financier was a party to the Common Terms
Deed Poll.
(c) A term which has a defined meaning (including by reference to
another document) in the Common Terms Deed Poll has the same meaning
when
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used in this agreement unless it is expressly defined in this
agreement, in which case the meaning in this agreement prevails.
(d) Where a conflict arises between a provision of the Common Terms Deed
Poll and this agreement, the Common Terms Deed Poll will prevail
unless the provision in this agreement includes words substantially
to the effect of "Despite the terms of the Common Terms Deed Poll",
in which case the relevant provision of this agreement prevails.
2 THE FACILITY AND FACILITY LIMIT
2.1 FINANCIER TO FUND
The Financier agrees to provide to the Borrower the financial
accommodation requested by the Obligors' Agent under this agreement.
2.2 MAXIMUM ACCOMMODATION
The financial accommodation to be provided under this agreement must not
exceed the Facility Limit.
3 USING THE FACILITY
3.1 DRAWING DOWN
The Borrower need not use the Facility. However, if the Borrower wants to
use the Facility, it may do so by one or more drawdowns.
3.2 REQUESTING A DRAWDOWN
(a) If the Borrower wants a drawdown, the Obligors' Agent must provide a
written Drawdown Notice to the Financier by 11:00am (London time)at
least 2 Business Days prior to the requested Drawdown Date (or such
later time as the Financier may agree).
(b) The minimum amount of a Drawing is the lesser of:
(i) US$1,000,000; and
(ii) the Undrawn Facility Limit.
3.3 EFFECT OF A DRAWDOWN NOTICE
A Drawdown Notice is effective when the Financier actually receives it in
legible form. An effective Drawdown Notice is irrevocable.
3.4 CONDITIONS TO FIRST DRAWDOWN
The Borrower agrees not to request the first drawdown, and a Financier is
not obliged to provide the first drawdown, unless:
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(a) all the conditions precedent listed in clause 3 ("Conditions
precedent") of the Common Terms Deed Poll have been either satisfied
or waived in accordance with that agreement; and
(b) a completed Facility Nomination Letter nominating this agreement as
a Facility Agreement has been received by the Financier.
3.5 CONDITIONS TO ALL DRAWDOWNS
In addition to the conditions precedent in clause 3 ("Conditions
precedent") of the Common Terms Deed Poll, the Financier need not provide
any financial accommodation on a Drawdown Date unless it is satisfied
that:
(a) the Drawdown Date is a Business Day during the Availability Period
for the Facility;
(b) the amount of the Drawing equals or exceeds the minimum drawdown
amount set out in clause 3.2(b) ("Requesting a drawdown");
(c) after the Drawing has been made, the sum of all outstanding Drawings
will not exceed the Facility Limit;
(d) the Financier has received a Drawdown Notice in respect of the
requested drawdown in accordance with clause 3.2 ("Requesting a
drawdown"); and
(e) the proposed Drawing is for one or more of the purposes set out in
the Details.
3.6 BENEFIT OF CONDITIONS
Each condition to a drawdown is for the sole benefit of the Financier and
may only be waived by the Financier.
3.7 CURRENCY AND TIMING OF DRAWDOWNS
The Financier agrees to make each drawdown available to the account
specified in the relevant Drawdown Notice in immediately available US$
funds by 2:00pm (local time in Amsterdam) on the relevant Drawdown Date.
4 INTEREST
4.1 INTEREST CHARGES
The Borrower must pay interest on each Drawing for each of its Interest
Periods at the applicable Interest Rate. Interest:
(a) accrues daily from and including the first day of an Interest Period
to but excluding the last day of the Interest Period; and
(b) is payable in arrears on each relevant Interest Payment Date; and
(c) is calculated on actual days elapsed and a year of 360 days.
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4.2 SELECTION OF INTEREST PERIOD
An Interest Period for a Drawing is:
(a) for the first Interest Period, the period specified in the Drawdown
Notice for that Drawing; and
(b) for each subsequent Interest Period, a period notified in a
Selection Notice given by the Borrower to the Financier on the
Business Day before the last day of the current Interest Period.
However, in each case, the specified period must be one that is set
out in the Details. If the Obligors' Agent does not give correct
notice, the subsequent Interest Period is the same length as the
Interest Period which immediately precedes it (or it is the period
until the Maturity Date, if that is shorter than the preceding
Interest Period).
4.3 WHEN INTEREST PERIODS BEGIN AND END
(a) An Interest Period for a Drawing begins:
(i) for the first Interest Period, on its Drawdown Date; and
(ii) for each subsequent Interest Period, on the day when the
preceding Interest Period for the Drawing ends.
(b) An Interest Period which would otherwise end on a day which is not a
Business Day ends on the next Business Day (unless that day falls in
the following month, in which case the Interest Period ends on the
previous Business Day). However, an Interest Period which would
otherwise end after the Maturity Date ends on the Maturity Date.
(c) If an Interest Period of one or a number of months commences on a
date in a month for which there is no corresponding date in the
month in which the Interest Period is to end, it will end on the
last Business Day of the latter month.
4.4 LIMIT ON INTEREST PERIODS
In selecting Interest Periods under clause 4.2 ("Selection of Interest
Period"), the Obligors' Agent must ensure that there are no more than 5
different Interest Periods at any one time.
4.5 NOTIFICATION OF INTEREST
Interest on a Drawing is payable in immediately available funds.
The Financier will notify the Obligors' Agent of the interest rates
determined under this agreement as soon as they are ascertained. Failure
to do so will not affect the obligations of the Borrower in any way.
4.6 MARKET DISRUPTION
If a Market Disruption Event occurs in relation to a Drawing for any
Interest Period, then the Interest Rate on that Drawing for the Interest
Period shall be the rate per annum which is the sum of:
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(a) the Margin; and
(b) the rate notified by the Financier as soon as practicable and in any
event before interest is due to be paid in respect of that Interest
Period, to be that which expresses as a percentage rate per annum
the cost to the Financier of funding its participation in that
Drawing from whatever source it may reasonably select.
4.7 ALTERNATIVE BASIS OF INTEREST OR FUNDING
(a) If a Market Disruption Event occurs and the Financier or the
Borrower so requires, the Financier and the Borrower shall enter
into negotiations (for a period of not more than thirty days) with a
view to agreeing a substitute basis for determining the rate of
interest.
(b) Any alternative basis agreed pursuant to paragraph (a) above shall,
with the prior consent of the Financier and the Borrower, be binding
on each of them.
5 REPAYING AND PREPAYING
5.1 REPAYMENT
The Borrower agrees to repay the total of the Drawings and all interest
and other amounts (including default interest) which have accrued or which
are otherwise payable (but unpaid) in respect of this agreement on the
Maturity Date.
5.2 EXTENSION OF MATURITY DATE
(a) The Obligors' Agent may, not more than 75 Business Days and not less
than 25 Business Days prior to each Review Date, request in writing
in substantially the form of schedule 3 ("Extension Request") an
extension of the Maturity Date. If the request is accepted, the
Maturity Date will be extended to the date 182 days after the
Maturity Date applicable at the time of the request in respect of a
new Facility Limit of an amount selected by the Borrower and
specified in the request (which amount must not exceed the Facility
Limit applicable at the time of the request).
(b) If the Financier accepts such a request, it agrees to return a
signed copy of the notice referred to in paragraph (a) to the
Obligors' Agent no later than 7 Business Days prior to the relevant
Review Date. Upon the Financier signing the notice, the Maturity
Date is automatically extended to the date specified in that notice.
5.3 PREPAYMENT
The Borrower may prepay all or part of a Drawing as follows:
(a) if only part of a Drawing is prepaid, it must be at least
US$1,000,000 and a whole multiple of US$500,000, or such lesser
amount as may be agreed by the Financier (at its discretion) from
time to time; and
9
(b) the Borrower must also pay all accrued (but unpaid) interest on that
Drawing; and
(c) the Obligors' Agent must notify the proposed prepayment in writing
to the Financier at least 10 Business Days prior to the date of the
requested prepayment (as at close of business Sydney time) (once
given, a notice of prepayment is irrevocable and the Borrower is
obliged to prepay in accordance with the notice).
If the prepayment is made on an Interest Payment Date for the Drawing to
be prepaid, no Break Costs are payable. However, if the Borrower prepays
on a day other than the Interest Payment Date for the Drawing to be
prepaid and the Financier incurs any Break Costs as a result of such
prepayment, then the Borrower will be liable for Break Costs (if any)
under clause 12 ("Costs and indemnities") of the Common Terms Deed Poll.
5.4 PREPAYMENT AND THE FACILITY LIMIT
The Facility Limit is not reduced by amounts prepaid under clause 5.3
("Prepayment").
6 PAYMENTS
6.1 PAYMENT BY DIRECTION
If the Financier directs the Borrower to pay a particular party or in a
particular manner, the Borrower is taken to have satisfied its obligation
to the Financier by paying in accordance with the direction.
6.2 AMOUNT OWING
Subject to the provisions of any Financing Document, the Borrower agrees
to repay the Amount Owing on the Maturity Date under this agreement.
6.3 APPLICATION OF PAYMENTS - PRE-DEFAULT
Prior to an Event of Default, the Financier will apply amounts paid by the
Borrower in accordance with the terms of the Financing Documents.
6.4 APPLICATION OF PAYMENTS - POST-DEFAULT
If an Event of Default subsists, the Financier may apply amounts paid by
the Borrower towards satisfaction of the Borrower's obligations under the
Financing Documents in the manner it sees fit, unless the Financing
Documents expressly provide otherwise. This appropriation overrides any
purported appropriation by the Borrower or any other person.
7 CANCELLATION
The Borrower may cancel the Undrawn Facility Limit in whole or in part at
any time during the Availability Period by notifying the Financier in
writing at least 2 Business Days prior to the date the cancellation is to
take effect. A partial
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cancellation must be at least US$1,000,000, unless the Financier agrees
otherwise. Once given, the notice is irrevocable. The Facility Limit is
reduced by the amount of any cancellation.
The Facility Limit is automatically cancelled at 5:30pm (Sydney time) on
the last day of the Availability Period.
8 FEES
8.1 ESTABLISHMENT FEE
The Borrower agrees to pay on the first Business Day after the date of
this agreement, an establishment fee as set out in the Details.
8.2 COMMITMENT FEE
The Borrower agrees to pay in arrears on each Fee Payment Date, on any
cancellation date described below and on the Maturity Date, the accrued
but unpaid commitment fee as set out in the Details.
If the Borrower cancels any of the Undrawn Facility Limit, it also agrees
to pay on the cancellation date, the commitment fee in respect of the
cancelled amount from (but excluding) the last Fee Payment Date up to and
including the cancellation date.
The commitment fee is calculated on actual days elapsed using a 360 day
year.
9 FINANCIER REPRESENTATION
The Financier represents that it is a duly supervised bank in #11# and
accordingly it is a PMP within the meaning of this agreement as at:
(a) the date of execution of this agreement; and
(b) each date it signs a notice as referred to in clause 5.2 ("Extension
of Maturity Date").
The Borrower acknowledges that in making this representation the Financier
relies on, and has not independently investigated, the definition of PMP
set out in the Common Terms Deed Poll.
10 INTEREST ON OVERDUE AMOUNTS
This clause applies despite the provisions of the Common Terms Deed Poll.
10.1 OBLIGATION TO PAY
If the Borrower does not pay any amount under or in respect of this
agreement (including an amount of interest payable under this clause 10.1)
on the due date for payment, the Borrower must pay interest on that amount
at the Default Rate. The interest accrues daily from (and including) the
due date to (but excluding) the date of actual payment and is calculated
on actual days elapsed and a year of 360 days.
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The Borrower must pay interest under this clause to the Financier on
demand from the Financier on the last Business Day of each calendar month.
10.2 COMPOUNDING
Interest payable under clause 10.1 ("Obligation to pay") which is not paid
when due for payment may be added to the overdue amount by the Financier
on the last Business Day of each calendar month. Interest is payable on
the increased overdue amount at the Default Rate in the manner set out in
clause 10.1 ("Obligation to pay").
10.3 INTEREST FOLLOWING JUDGMENT
If a liability becomes merged in a judgment, the Borrower must pay
interest on the amount of that liability as an independent obligation.
This interest:
(a) accrues daily from (and including) the date the liability becomes
due for payment both before and after the judgment up to (but
excluding) the date the liability is paid; and
(b) is calculated at the judgment rate or the Default Rate (whichever is
higher).
The Borrower must pay interest under this clause to the Financier on
demand from the Financier.
11 GOVERNING LAW
This agreement is governed by the law in force in New South Wales and the
Borrower submits to the non-exclusive jurisdiction of the courts of that
place.
EXECUTED as an agreement.
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▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT
Schedule 1 - Drawdown Notice (clause 3)
To: [ ]
Attention: [ ]
Fax: [ ]
[DATE]
DRAWDOWN NOTICE - ▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT DATED [ ] 2005
BETWEEN ▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL FINANCE B.V. ("BORROWER" AND "OBLIGORS'
AGENT") AND [ ] ("FINANCIER") ("FACILITY AGREEMENT")
Under clause 3.2 ("Requesting a drawdown") of the Facility Agreement, the
Obligors' Agent gives notice as follows.(1)
The Borrower wants to borrow under the Facility.
- The requested Drawdown Date is [ ].(2)
- The amount of the proposed drawdown is US$[ ].
- The requested first Interest Period is [ ].
- The proposed drawdown is to be paid to:
Account number: [ ]
Account name: [ ]
Bank: [ ]
Branch: [ ]
Branch identifying number (Fedwire, BSB, etc): [ ]
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants that:
[for the first Drawdown only]: the representations and warranties in clause 8
("Representations and warranties") of the Common Terms Deed Poll are correct and
not misleading on the date of this notice and that each will be correct and not
misleading on the Drawdown Date.
[for any subsequent Drawdown]: those representations and warranties listed in
clause 3.2(a) ("Conditions to subsequent drawdowns") of the Common Terms Deed
Poll as required to be true on the date of each drawdown notice, are correct and
not misleading on the date of this notice and that each will be correct and not
misleading on the Drawdown Date.
No Event of Default or Potential Event of Default subsists at the date of this
notice or will result from the provision of the requested utilisation.
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Clause 1 ("Definitions") of the Facility Agreement applies to this notice as if
it was fully set out in this notice.
______________________
[NAME OF PERSON] being
an Authorised Officer of
▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL FINANCE B.V.
as Obligors' Agent (with corporate seat in Amsterdam)
INSTRUCTIONS FOR COMPLETION
1 All items must be completed.
2 Must be a Business Day within the Availability Period.
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▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT
Schedule 2 - Selection Notice (clause 4.2)
To: [ ]
Attention: [ ]
Fax: [ ]
[DATE]
SELECTION NOTICE - ▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT DATED [ ] 2005
BETWEEN ▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL FINANCE B.V. ("BORROWER" AND "OBLIGORS'
AGENT") AND [ ] ("FINANCIER") ("FACILITY AGREEMENT")
Terms defined in the Facility Agreement have the same meaning when used in this
notice.
This is an irrevocable notice under clause 4.2 ("Selection of Interest Period")
of the Facility Agreement.
Under clause 4.2 ("Selection of Interest Period") of the Facility Agreement, the
Obligors' Agent gives notice as follows:
The current Interest Period is due to end on [ ].
The Interest Period following the current Interest Period is to be a period of
[ ] (1).
______________________
[NAME OF PERSON] being
an Authorised Officer of
▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL FINANCE B.V.
as Obligors' Agent (with corporate seat in Amsterdam)
INSTRUCTIONS FOR COMPLETION
1 To be an Interest Period set out in the Details
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▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT
Schedule 3 - Extension Request (clause 5.2)
To: [ ]
Attention: [ ]
Fax: [ ]
[DATE]
EXTENSION REQUEST - ▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT DATED [ ] 2005
BETWEEN ▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL FINANCE B.V. ("BORROWER" AND "OBLIGORS'
AGENT") AND [ ] ("FINANCIER") ("FACILITY AGREEMENT")
In accordance with clause 5.2 ("Extension of Maturity Date") of the Facility
Agreement, the Obligors' Agent requests as follows:
We request that the Maturity Date under the Facility Agreement in respect of
US$[ ](1) be extended to a date 182 days after the current Maturity Date
under the Facility Agreement.
The Maturity Date, if extended in accordance with this request, will be
[ ](2).
If this extension request is accepted, the Facility Limit applicable from the
current Maturity Date will be US$[ ](1).
______________________
[NAME OF PERSON] being
an Authorised Officer of
▇▇▇▇▇ ▇▇▇▇▇▇ INTERNATIONAL FINANCE B.V.
as Obligors' Agent (with corporate seat in Amsterdam)
We agree to extend the Maturity Date for the requested Facility Limit in
accordance with the above notice.
Signed for the Financier on [insert date] by:
_________________________
[NAME OF PERSON] being an
Authorised Officer of the Financier
INSTRUCTIONS FOR COMPLETION
1 To be an amount equal to or less than the Facility Limit at the date of
this notice.
2 To be the date 182 days after the current Maturity Date.
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▇▇▇▇▇ ▇▇▇▇▇▇ - 364-DAY FACILITY AGREEMENT
Signing page
DATED: #1#
BORROWER AND OBLIGORS' AGENT
SIGNED by )
)
and )
)
as attorneys for ▇▇▇▇▇ ▇▇▇▇▇▇ )
INTERNATIONAL FINANCE )
B.V. under power of attorney dated ) ________________________________________
)
in the presence of: )
)
)
__________________________________ ) ________________________________________
Signature of witness ) By executing this agreement each
) attorney states that the attorney has
__________________________________ ) received no notice of revocation of
Name of witness (block letters) ) the power of attorney
FINANCIER
SIGNED by )
)
as attorney for #2# )
under power of attorney dated )
)
in the presence of: )
)
)
__________________________________ ) ________________________________________
Signature of witness ) By executing this agreement the attorney
) states that the attorney has received no
__________________________________ ) notice of revocation of the power of
Name of witness (block letters) ) attorney
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