Deed of Amendment, dated as of November 15, 2019, to the Multi-Option Facility Agreement, dated as of June 30, 2017, among Foxtel Management Pty Limited, Foxtel Finance Pty Limited and the other original borrowers listed therein and Commonwealth Bank of Australia, as the original lender

Contents

Schedule 1

Schedule 2

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Page (i)

Foxtel Management Pty Limited (ABN 65 068 ###-###-####) of 5 Thomas Holt Drive, North Ryde, NSW, 2113 in its own capacity (Foxtel);

Each person named in Schedule 1 (each an Original Borrower); and

Commonwealth Bank of Australia (ABN 48 123 123 124) of Darling Park, Tower 1, Level 21, 201 Sussex Street, Sydney NSW 2000 (the Lender).

The Original Borrowers and the Lender are party to a multi-option facility agreement dated 30 June 2017 (as amended from time to time) (the Multi-Option Facility Agreement).

The parties wish to amend the Multi-Option Facility Agreement in the manner, and subject to the terms and conditions, set out in this Deed.

Definitions and Interpretation

Definitions

Interpretation

Amendment of MOFA

Conditions Precedent

copies of the following documents:

(Deed of Amendment) duly executed counterpart of this Deed;

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(Lawyers’ Opinions) legal opinion of Allens, Australian legal advisers to the Original Borrowers, in respect of this Deed; and

(Effective Date) evidence that the Effective Date (as defined in the Deed of Amendment (CTDP)) has occurred; and

payment of a fee of A$240,000.

Finance Document

Amendments not to effect validity, rights, obligations

The amendments in clause 2 do not affect the validity or enforceability of the Multi-Option Facility Agreement and except as specifically amended by this Deed, the provisions of the Multi-Option Facility Agreement remain in full force and effect.

Nothing in this Deed:

prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Multi-Option Facility Agreement before the amendments in clause 2 take effect; or

discharges, releases or otherwise affects any liability or obligation arising under the Multi-Option Facility Agreement before the amendments in clause 2 take effect.

Affirmation

Each Original Borrower represents and warrants on the date of this Deed that all its representations and warranties in clause 4 of the Amended CTDP (as defined in the Deed of Amendment (CTDP)) are true as though they had been made on that date in respect of the facts and circumstances then subsisting.

Each Original Borrower represents and warrants on the date of this Deed that no Event of Default or Potential Event of Default subsists.

Each Original Borrower acknowledges that the Lender is relying on this Deed (and on the representations and warranties in this clause 6) in continuing to provide financial accommodation to each Original Borrower and in consenting to the amendments in clause 2.

Severability of Provisions

Governing Law and Jurisdiction

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Counterparts

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1

Address:

Attention:

Facsimile:

5 Thomas Holt Drive,
North Ryde NSW 2113

Chief Operating Officer

(02) 9813 7606

Austar Entertainment Pty
Limited

068 104 530

As above

Austar United
Communications Pty
Limited

087 695 707

As above

Customer Services Pty
Limited

069 272 117

As above

Foxtel Finance Pty Limited

151 691 897

As above

Foxtel Australia Pty
Limited

151 691 753

As above

XYZnetworks Pty Limited

066 812 119

As above

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PART A FACILITY PARTICULARS

PART B GENERAL TERMS

DEFINITIONS AND INTERPRETATION

FACILITIES

CONDITIONS OF UTILISATION

UTILISATION

REPAYMENT, PREPAYMENT AND CANCELLATION

INTEREST

FEES

REPRESENTATIONS AND WARRANTIES

ACCELERATION

ASSIGNMENTS

CHANGES TO THE BORROWERS

COUNTERPARTS

INDEMNITIES AND REIMBURSEMENT

GOVERNING LAW

VARIATION

ATTORNEYS

ENTIRE AGREEMENT

ENFORCEMENT

Schedule

Conditions precedent

Utilisation Request

Reallocation Request

Form of Accession Letter

Form of Resignation Letter

PART C - ANNEXURES

Annexure

Cash Advance Facility

Bank Guarantee Facility

Corporate Card Facility

Group Limit Facility

Document details

Foxtel Management Pty Limited (ABN 65 068 671 938) of 5 Thomas Holt Drive, North Ryde, NSW 2113 in its own capacity;

Austar Entertainment Pty Limited (ACN 068 104 530) of 5 Thomas Holt Drive, North Ryde, NSW 2113;

Austar United Communications Pty Limited (ACN 087 695 707) of 5 Thomas Holt Drive, North Ryde, NSW 2113;

Customer Services Pty Limited (ACN 069 272 117) of 5 Thomas Holt Drive, North Ryde, NSW 2113;

Foxtel Finance Pty Limited (ACN 151 691 897) of 5 Thomas Holt Drive, North Ryde, NSW 2113;

Foxtel Australia Pty Limited (ACN 151 691 753) of 5 Thomas Holt Drive, North Ryde, NSW 2113; and

XYZnetworks Pty Limited (ACN 066 812 119) of 5 Thomas Holt Drive, North Ryde, NSW 2113.

Commonwealth Bank of Australia ABN 48 123 123 124

Address for service of communications:

Address: Level 22, Darling Park Tower 1, 201 Sussex Street Sydney NSW 2000

Attention: Luke Statos

Phone: +61 2 9118 4144

Email: ***@***

with a copy to:

Address: Level 21, Darling Park Tower 1 201 Sussex Street Sydney NSW 2000

Attention: Loan Management Group

Phone: +61 1300 881 394

Email: ***@***

Facility Office: Level 21, Darling Park Tower 1 201 Sussex Street Sydney NSW 2000.

Foxtel Management Pty Limited (ABN 65 068 671 938) of 5 Thomas Holt Drive, North Ryde, NSW 2113 in its own capacity

Base Currency

AUD

the common terms deed poll dated 10 April 2012 (as amended or amended and restated from time to time) given by Foxtel Management Pty Limited, the parties in Schedule 1 to that document and others in favour of the Finance Parties (as defined therein)

Limits

Total Accommodation Limit

$40,000,000

Facilities

Facility
Accommodation
Limit

Availability Period

Available
currencies

The period commencing on 30 June 2017 and ending on the earlier of the Termination Date and the date on which the commitment is cancelled pursuant to this document.

The period commencing on 30 June 2017 and ending on the earlier of the Termination Date and the date on which the commitment is cancelled pursuant to this document.

Repayable and cancellable on demand as specified in the Facility Annexure.

Repayable and cancellable on demand as specified in the Facility Annexure.

Limits on these Facilities (“Multi-Option Facilities”) may be re-allocated in accordance with clause 2.3 (Reallocation).

Facility pricing

45% of the applicable Margin per annum that would apply in relation to a Loan on that date payable on the daily amount of the Total Accommodation Limit which is undrawn. The commitment fee is payable quarterly in arrears on the last Business Day of each calendar quarter and on the last day of the Availability Period.

$300,000.

The establishment fee is payable within 2 Business Days of 30 June 2017.

Bank Bill Rate plus the applicable Margin for the applicable Interest Period.

A Bank Guarantee issuance fee of 1.10% per annum on the face amount of each Bank Guarantee.

The issuance fee is payable in arrears on the last Business Day of each calendar quarter and on the last day of the Availability Period.

Market rates on all Accommodation provided under the Corporate Card Facility as advised by the Lender from time to time, payable as advised by the Lender from time to time.

Refer to Part 4 of the Facilities Particulars.

Group Limit Facility details*

  Accounts            

Account name

Account number

AUSTAR ENTERTAINMENT PTY LIMITED

200011398313

CUSTOMER SERVICES PTY LIMITED

400010659274

AUSTAR ENTERTAINMENT PTY LIMITED

200011461773

AUSTAR UNITED COMMUNICATIONS LIMITED

200011398321

AUSTAR ENTERTAINMENT PTY LIMITED

200011398305

CUSTOMER SERVICES PTY LIMITED

314710223307

FOXTEL FINANCE PTY LIMITED

200014452215

FOXTEL AUSTRALIA PTY LIMITED

200014533162

FOXTEL MANAGEMENT PTY LIMITED

400010659223

FOXTEL MANAGEMENT PTY LIMITED

400010659266

FOXTEL MANAGEMENT PTY LIMITED

400010659952

XYZNETWORKS PTY LIMITED

202010106146

FOXTEL MANAGEMENT PTY LIMITED

200015984002

AUSTAR ENTERTAINMENT PTY LIMITED

200013503316

FOXTEL MANAGEMENT PTY LIMITED

200010690937

AUSTAR ENTERTAINMENT PTY LIMITED RECEIPTS ACCOUNT

200011398292

AUSTAR ENTERTAINMENT PTY LIMITED – CUSTOMER RECEIPTSACCOUNT2

200013866010

Austar – Operating Account

200015338414

$20,000,000

Group Limit Facility details*

Overdraft Limit: $5,000,000.00

The Facility Accommodation Limit for the Group Limit Facility

Facility Limits

Balance within Overdraft Limit: 0 - $5,000,000.00

●   The Bank’s Corporate Overdraft Reference Rate (presently: 8.71% p.a.) less 5.1%

Balance in excess of Overdraft Limit: $5,000,000.00 +

●   The Bank’s Corporate Overdraft Reference Rate (presently: 8.71% p.a.)

Flat Rate on all Credit Balances

●   RBA Target Cash Rate (presently: 1.5% p.a.) less 0.10%

064000 10659223

100067220

Market rates on Accommodation provided under the Group Limit Facility as advised by the Lender from time to time, payable as advised by the Lender from time to time.

Overdraft Line Fee: Waived

DEFINITIONS AND INTERPRETATION

Definitions

in respect of a Borrower, any person holding any position from time to time nominated as an Authorised Officer by that Borrower by notice to the Lender, which notice must be accompanied by certified copies of the signatures of all new persons so appointed and any other such identification or verification documents required by the Lender, and if no such notice is given, means any person who is an “officer” of that Borrower within the meaning given in the Corporations Act; and

in respect of the Lender, any person whose title of office is or includes the word “Director”, “Managing Director”, “Head”, “Executive”, “Manager” or “Vice President” (including any person acting in any of those offices) and any other person appointed by the Lender to act as its authorised officer for the purposes of the MOFA Documents.

a letter of credit; and

a guarantee, indemnity or other instrument,

the Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a party in accordance with clause 10.2 (Assignment by the Lender),

this document;

any Swap Agreement to which the Lender is a counterparty;

any Accession Letter;

any Resignation Letter;

any Facility Documentation;

the Common Terms Deed Poll;

any Guarantee Assumption Deed Poll;

any Subordination Deed;

the Deed of Amendment; or

any other document designated in writing as such by the Lender and a Borrower.

Further definitions

Terms defined in the Facility Particulars, in a Facility Annexure or in a schedule to this document have the same meaning in the rest of this document unless defined elsewhere or a contrary intention appears.

Terms defined in the Common Terms Deed Poll apply in this document unless a contrary intention appears or the relevant term is defined in this document.

Currency symbols and definitions

Common Terms Deed Poll

This document and the rights and obligations of the parties to it are subject to the terms and conditions of the Common Terms Deed Poll which are deemed to be incorporated in full into this document as if expressly set out in this document (with the necessary changes).

Each MOF Finance Document is a Finance Document for the purposes of the Common Terms Deed Poll.

If the Common Terms Deed Poll is terminated without the consent of the Lender, references in this document to the Common Terms Deed Poll are references to that document in the form immediately before its termination.

Multiple parties

an obligation of those persons is joint and several;

a right of those persons is held by each of them severally; and

any other reference to that party or that term is a reference to each of those persons separately, so that (for example) a representation, warranty or undertaking relates to each of them separately.

FACILITIES

Availability

Subject to the terms of this document the Lender agrees to make available to the Borrowers each Facility during its Availability Period in the Base Currency, up to its Facility Accommodation Limit, on the terms set out in this document, including the relevant Facility Annexure.

On the Termination Date for a Facility the Facility Accommodation Limit for that Facility is cancelled and reduced to zero.

Purpose

Unless otherwise agreed by the Lender, each Borrower must apply a Utilisation under a Facility for working capital and corporate requirements of the NXEA Group.

The Lender is not bound to monitor or verify the application of a Utilisation pursuant to this document.

Reallocation

A Borrower may by notice in writing to the Lender request that the Facility Accommodation Limit of any Multi-Option Facility be transferred to the Facility Accommodation Limit of another Multi-Option Facility by providing to the Lender a Reallocation Request in the form of Schedule 3 of this document.

If the Lender consents to any such request, then the Lender shall produce a new Part 2 of the Facility Particulars reflecting such adjustments and provide a copy to the Borrowers.

Despite any other provision of this document, the Lender must consent to any request by a Borrower to increase the Facility Accommodation Limit of any other Multi-Option Facility if the Lender exercises its rights to cancel its obligation to provide any further Accommodation under the Corporate Card Facility or the Group Limit Facility. Any such increase in a Facility Accommodation Limit will not exceed the amount of the Facility Accommodation Limit under the Corporate Card Facility or the Group Limit Facility cancelled by the Lender.

CONDITIONS OF UTILISATION

Initial conditions precedent

Further conditions precedent

on the date of the Utilisation Request (if applicable) and on the proposed Utilisation Date:

no Event of Default or Potential Event of Default is continuing or would result from the proposed Utilisation; and

each representation and warranty given under a Finance Document (other than the representation and warranty in clause 4.1(m) if the Common Terms Deed

Poll) is true and correct in all material respects, and is not misleading in any material respect as though they had been made in respect of the facts and circumstances then subsisting;

in respect of the Facility to which the proposed Utilisation and the Utilisation Request (if applicable) relates:

the Outstanding Accommodation at any time will not exceed the Facility Accommodation Limit; and

any Facility Conditions Precedent have been provided or complied with, in each case in form and substance satisfactory to the Lender;

in respect of any Utilisation under a Facility, the aggregate of the Outstanding Accommodation under each Facility will not exceed the Total Accommodation Limit; and

the proposed Utilisation Date in relation to the Utilisation is a Business Day within the Availability Period for the Facility.

UTILISATION

Delivery of a Utilisation Request

Completion of Utilisation Request

is delivered no later than 10.00am local time in the city of the Lender’s Facility Office, two Business Days before the proposed Utilisation Date (or at any later time and date as the Lender may agree);

specifies:

the Facility to be utilised;

the proposed Utilisation Date (which must be a Business Day within the relevant Availability Period for the Facility);

the Accommodation Particulars;

where relevant, the bank account or accounts to which payment is to be made;

is signed by an Authorised Officer of the relevant Borrower; and

is substantially in the form set out in Schedule 2 (Utilisation Request).

Provision of Utilisation

REPAYMENT, PREPAYMENT AND CANCELLATION

Repayment

On the Termination Date for a Facility each Borrower to which a Utilisation in respect of that Facility has been made must pay to the Lender:

all of the Outstanding Accommodation under the relevant Facility, together with all Money Owing in respect of that Facility; and

all other amounts specified in this document as being payable on the Termination Date for that Facility.

On the last Termination Date for any Facility each relevant Borrower must pay to the Lender all remaining Money Owing.

Mandatory prepayment

Voluntary cancellation

A Borrower may, if it gives the Lender not less than 5 Business Days’ prior notice (or such shorter period as the Lender may agree), cancel the whole or any part (being a minimum amount of AUD1,000,000 and a whole multiple of AUD1,000,000, unless otherwise agreed by the Lender) of the Total Accommodation Limit.

The Total Accommodation Limit may not be reduced below the aggregate Outstanding Accommodation under each Facility on the date on which the cancellation is to take place.

The Facility Accommodation Limit of each Facility will be reduced as agreed between a Borrower and the Lender.

Voluntary prepayment

A Borrower to which a Utilisation has been made may, if it gives the Lender not less than 5 Business Days’ prior notice (or such shorter period as the Lender may agree), prepay all or part of the aggregate Outstanding Accommodation under each Facility.

The prepaid amount must be a minimum of AUD1,000,000 and a whole multiple of AUD1,000,000, unless otherwise agreed by the Lender. When a Borrower prepays any amount it must pay all interest accrued on that amount and, in the case of a Utilisation of the Cash Advance Facility, any Break Costs arising as consequence of the prepayment other than on the last day of its Interest Period.

Any Accommodation prepaid will, during the Availability Period, be available to the relevant Borrower by way of fresh Utilisations.

INTEREST

Interest

Default interest

where the overdue amount is payable under or in respect of a Facility, and the Facility Annexure refers to an Overdue Rate for that Facility, at that Overdue Rate;

where the overdue amount is payable under or in respect of a Facility, and any Facility Documentation refers to an overdue rate for that Facility, at that overdue rate; or

in any other case, at the rate determined by the Lender to be 2% per annum above the Reference Rate.

Notification of rates of interest

FEES

Fees

the fees in the amount, at the time and in the manner set out in Part 3 of the Facility Particulars; and

any other fees set out in Facility Documentation, at the time and in the manner set out in such Facility Documentation.

Non-refundable

REPRESENTATIONS AND WARRANTIES

ACCELERATION

cancel the Facility Accommodation Limits whereupon they shall immediately be cancelled; and/or

declare that all or part of the Money Owing be immediately due and payable, whereupon it shall become immediately due and payable; and/or

declare that cash cover in respect of each Bank Guarantee is immediately due and payable whereupon it shall become immediately due and payable.

ASSIGNMENTS

Assignments by a Borrower

Assignment by the Lender

any necessary prior Authorisation is obtained;

one or more of the following applies:

the transferee or assignee is a Related Body Corporate of the Lender;

the Borrowers consent to the proposed transfer or assignment (such consent not to be unreasonably withheld); or

an Event of Default is continuing; and

in the case of a transfer of obligations, the transfer is effected by a novation in form and substance reasonably satisfactory to the Borrowers.

Change of Facility Office

No increased costs

CHANGES TO THE BORROWERS

Additional Borrowers

Any Guarantor incorporated in Australia may become an Additional Borrower if the Lender has received the following in form and substance satisfactory to it:

a duly completed and executed Accession Letter; and

all of the documents and other evidence listed in Part II of Schedule 1 in relation to that Additional Borrower.

The Lender shall notify the Company promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed clause 11.1(a).

Resignation of a Borrower

The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to the Lender a Resignation Letter.

The Lender shall accept a Resignation Letter and notify the Company of its acceptance if:

no Event of Default or Potential Event of Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and

the relevant Borrower is under no actual or contingent obligations as a Borrower under any MOF Finance Documents,

Anti-money laundering

Each Borrower agrees that the Lender may delay, block or refuse to process any transaction without incurring any liability if the Lender suspects that:

the transaction may breach any laws or regulations in Australia or any other country binding on the Lender;

the transaction involves any person (natural, corporate or governmental) in a manner that would breach economic and trade sanctions imposed by Australia, the United States, the European Union or any country binding on the Lender; or

the transaction may directly or indirectly involve the proceeds of, or be applied for the purposes of, conduct which is unlawful in Australia or any other country and the transaction would breach or cause the Lender to breach any laws or regulations binding on the Lender.

Each Borrower must provide all information to the Lender which the Lender reasonably requires in order to manage its anti money laundering, counter terrorism financing or economic and trade sanctions risk or to comply with any laws or regulations in Australia or any other country. Each Borrower agrees that the Lender may disclose any information concerning a Borrower or any Transaction Party to any law enforcement, regulatory agency or court where and to the extent required by any such law or regulation or authority in Australia or elsewhere.

Each Borrower declares and undertakes to the Lender that to the best of its knowledge, information and belief the processing of any transaction by the Lender in accordance with that Borrower’s instructions will not breach any laws or regulations in Australia or any other country relevant to the transaction.

COUNTERPARTS

INDEMNITIES AND REIMBURSEMENT

GOVERNING LAW

VARIATION

ATTORNEYS

ENTIRE AGREEMENT

embody the entire understanding of the parties, and constitute the entire terms agreed by the parties; and

supersede any prior written or other agreement of the parties.

ENFORCEMENT

Jurisdiction

Each Borrower irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South Wales.

Each Borrower irrevocably and unconditionally waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum or those courts not having jurisdiction.

Each Borrower irrevocably waives any immunity in respect of its obligations under this document that it may acquire from the jurisdiction of any court or any legal process for any reason including the service of notice, attachment prior to judgment, attachment in aid of execution.

The Lender may take proceedings with this document in any other court with jurisdiction or concurrent proceedings in any number of jurisdictions.

Original Borrower

A list of all Authorised Officers of the Original Borrowers, including specimen signatures of each such Authorised Officer.

All documents and other evidence reasonably requested by the Lender in order for the Lender to carry out all necessary “know your customer” or other similar checks in relation to each Borrower and each of its Authorised Officers under all applicable laws and regulations where such information is not already available to the recipient.

Legal opinions

A legal opinion of the Company’s legal counsel.

Other documents and evidence

Evidence that the fees, costs and expenses then due from an Original Borrower pursuant to the MOF Finance Documents (including clause 7.1 (Fees)) have been paid or will be paid by the first Utilisation Date.

An original of this document duly executed by all of the parties to it.

A Finance Party Nomination Letter duly executed by Foxtel Management Pty Limited nominating the Lender a Financier Representative and Financier and this document a Finance Document for the purposes of the Common Terms Deed Poll.

A Senior Debt Nomination Letter (as that term is defined in the Subordination Deed) duly executed by Foxtel Management Pty Limited nominating the Lender as a Senior Lender Representative and a Senior Lender, this document a Senior Debt Document and the Total Accommodation Limit a Senior Commitment for the purposes of the Subordination Deed.

A list of all Authorised Officers of the Additional Borrower, including specimen signatures of each such Authorised Officer.

A legal opinion of the Company’s legal counsel.

A certificate in relation to the Additional Borrower given by two directors or a director and company secretary of the Additional Borrower substantially in the form of Schedule 6 of the Common Terms Deed Poll.

All documents and other evidence reasonably requested by the Lender in order for the Lender to carry out all necessary “know your customer” or other similar checks in relation

to the Additional Borrower and each of its Authorised Officers under all applicable laws and regulations where such information is not already available to the recipient.

We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We request a Utilisation on the following terms:

Facility:

Proposed Utilisation
Date:

Accommodation
Particulars:

Bank account(s) to

which payment is to
be made [if
relevant]:

The Accommodation Particulars for the requested Utilisation are as follows:

Principal amount of Loan:

Term of Loan:

Loan will be used to repay a
Loan maturing on the
Utilisation Date?

Type of Bank Guarantee:

Beneficiary:

Face amount and currency:

Purpose:

Principal Obligations:

Expiry date:

Jurisdiction under whose laws the Bank Guarantee will be governed:

Form of Bank Guarantee:

As attached to this Utilisation Request.

Underlying contract/agreement:

Delivery instructions [if any]:

Other particulars [if any]

We confirm that each condition specified in clause 3.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request[ except as described in the notice dated [          ] given to you, a copy of which is attached].

This Utilisation Request is irrevocable.

We refer to the Agreement. This is a Reallocation Request. Terms defined in the Agreement have the same meaning in this Reallocation Request unless given a different meaning in this Reallocation Request.

Pursuant to clause 2.3 (Reallocation) of the Agreement, we request that the Facility Accommodation Limits of the Multi-Option Facilities be reallocated as follows:

We confirm that no Event of Default or Potential Event of Default is continuing or would result from the acceptance of this request.

This Reallocation Request is irrevocable.

..............................................

We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

[Subsidiary] agrees to become an Additional Borrower and to be bound by the terms of the Agreement as an Additional Borrower pursuant to clause 11.1 (Additional Borrowers) of the Agreement. [Subsidiary] is a company duly incorporated under the laws of Australia.

[Subsidiary’s] administrative details are as follows:

This Accession Letter is governed by New South Wales law.

We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

Pursuant to clause 11.2 (Resignation of a Borrower), we request that [resigning Borrower] be released from its obligations as a Borrower under the Agreement.

We confirm that no Event of Default or Potential Event of Default is continuing or would result from the acceptance of this request.

This Resignation Letter is governed by the laws of New South Wales.

Definitions

the applicable Screen Rate as of the Specified Time for Australian dollars and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to clause 5 (Unavailability of Screen Rate) of this Facility Annexure,

the Australian Bank Bill Swap Reference Rate (Bid) administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period and displayed on page BBSY of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the Company; and

if the rate described in sub-paragraph (a) above is not available, the sum of:

the Australian Bank Bill Swap Reference Rate administered by ASX Benchmarks Pty Limited (or any other person which takes over the administration of that rate) for the relevant period and displayed on page BBSW of the Thomson Reuters Screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the Company; and

0.05% per annum,

Accommodation Particulars

the principal amount of each Loan, which must be a minimum of AUD1,000,000 and thereafter a whole multiple of AUD1,000,000, unless otherwise agreed by the Lender;

the term of each Loan, being one, two, three or six months (or such other term as the Lender may agree), the Maturity Date of which must be a Business Day within the Availability Period; and

whether the Loan is to be used for the purpose of repaying a Loan maturing on the Utilisation Date, in which case the principal amount of the Loan must be equal to the principal amount of the maturing Loan.

Repayment of Loans

Each Borrower which has drawn a Loan must repay that Loan on its Maturity Date, together with interest determined in accordance with clause 4 (Interest) of this Facility Annexure.

Without prejudice to each Borrower’s obligation under paragraph (a) above, if a Loan is to be made available to a Borrower:

on the same day that a maturing Loan is due to be repaid by that Borrower; and

for the purpose of refinancing the maturing Loan,

Interest

Unavailability of Screen Rate

If no Screen Rate is available for the Bank Bill Rate for the Interest Period of a Loan, the applicable Bank Bill Rate shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan, except where the Interest Period is less than the shortest period published for the Bank Bill Rate, in which case it will be the Bank Bill Rate for the shortest period published for the Bank Bill Rate.

If no Screen Rate is available for the Bank Bill Rate for the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate or other rate under paragraph (a), there shall be no Bank Bill Rate for that Loan and clause 7 (Cost of funds) of this Facility Annexure shall apply to that Loan for the Interest Period.

Market disruption

Cost of funds

the Margin; and

in the circumstances described in clause 5 (Unavailability of Screen Rate) of this Facility Annexure or clause 6 (Market disruption) of this Facility Annexure, the rate notified to the relevant Borrower by the Lender to be that which expresses as a percentage rate per annum, the cost to the Lender of funding that Loan from

Definitions and interpretation

In this Facility Annexure the following meanings apply, unless a contrary intention appears:

Unless a contrary intention appears, any reference in this Facility Annexure or in this document to:

a Utilisation made or to be made to a Borrower includes a Bank Guarantee issued on its behalf;

a Borrower repaying or prepaying a Bank Guarantee means:

that Borrower providing cash cover for that Bank Guarantee;

that Borrower making a payment in respect of, or reimbursing an amount paid by the Lender under, the Bank Guarantee, in either case under clause 5(a) or (b) (Payment by Borrower) of this Facility Annexure;

the maximum amount payable under the Bank Guarantee being reduced or cancelled in accordance with its terms;

the Bank Guarantee being returned to the Lender;

the Lender being satisfied that it has no further liability under that Bank Guarantee; or

the Lender receiving in its favour a back-to-back letter of credit, bank guarantee or similar from a bank which, along with the terms (including fees and identity of the issuer) of such letter of credit,

bank guarantee or similar instrument, is acceptable to the Lender in its absolute discretion,

provide cash cover for the outstanding amount of the Bank Guarantee (less the total amount paid by the Lender under the Bank Guarantee); and

pay under clause 5(a) or (b) (Payment by Borrower) of this Facility Annexure an amount equal to the total amount paid by the Lender under the Bank Guarantee,

an amount borrowed includes any amount utilised by way of Bank Guarantee;

amounts outstanding under this document include amounts outstanding under or in respect of any Bank Guarantee;

an outstanding amount of a Bank Guarantee at any time is the maximum amount that is or may be payable by the relevant Borrower in respect of that Bank Guarantee at that time;

a Borrower’s obligation on Utilisations becoming due and payable includes the Borrower repaying any Bank Guarantee in accordance with subparagraph (ii) above.

a Borrower providing cash cover for a Bank Guarantee means a Borrower paying an amount in the currency of the Bank Guarantee to an account in the name of the Borrower (whether or not interest bearing) and the following conditions being met:

the account is with the Lender;

until no amount is or may be outstanding under that Bank Guarantee, withdrawals from the account may only be made to pay the Lender amounts due and payable to it under this document in respect of that Bank Guarantee, or otherwise as agreed in writing by the Lender;

the Borrower shall be entitled to accrued interest on the cash cover; and

if the Lender, requests it, the Borrower has executed a security document, in form and substance satisfactory to the Lender, creating a first ranking security interest over that account.

Unless the Lender otherwise agrees, the Facility Accommodation Limit for the Bank Guarantee Facility will be calculated ignoring any cash cover provided for outstanding Bank Guarantees.

Facility Documentation

The relevant Borrower must execute such documents (including without limitation in respect of Bank Guarantees which are to be cash covered, an account set off in the Lender’s usual form) as are required by the Lender before each Utilisation of the Bank Guarantee Facility.

All Facility Documentation pursuant to which Accommodation under the Bank Guarantee Facility is to be provided must conform, in form and substance, to the Lender’s standard documentation for the provision of such Accommodation.

The form, the Principal Obligations and the Beneficiary of each Bank Guarantee must be acceptable to the Lender.

Accommodation Particulars

The Accommodation Particulars to be specified in the Utilisation Request are:

the type of Bank Guarantee requested by the relevant Borrower;

the Beneficiary;

the face amount and currency (which must be the Base Currency);

the purpose and the Principal Obligations;

the expiry date (which must be a date within the Availability Period of the Facility unless otherwise agreed by the Lender);

the jurisdiction under whose laws the Bank Guarantee will be governed (which must be an Australian State and must be specified in the Bank Guarantee);

the form of the Bank Guarantee (which must be in such form as the Lender requires and include the minimum requirements set out in paragraph (c), unless otherwise agreed in writing by the Lender);

the underlying contract or agreement in respect of which the Bank Guarantee is to be issued is specified (if applicable);

the delivery instructions for the Bank Guarantee (if applicable); and

any other particulars required to establish that Bank Guarantee.

The face amount of the Bank Guarantee must not be more than the Facility Accommodation Limit for the Bank Guarantee Facility.

The minimum requirements for the form of the Bank Guarantee are as follows:

It must have a maximum aggregate liability;

It must permit early termination by the Lender by the payment of money;

It should contain no other obligation on the Lender other than the payment of money;

It should be payable at the Facility Office of the Lender;

It must be payable on a Business Day;

There should be a clear statement as to the circumstances under which payment is to be made and to whom payment should be made; and

There should be a non-assignment clause.

Authority to make payment

The relevant Borrower irrevocably authorises the Lender to immediately pay any amount demanded by a Beneficiary at any time pursuant to a Bank Guarantee and to make any payment under clause 8 (Voluntary Payout) of the Facility Annexure (in this Facility Annexure, each a claim).

The Lender need not:

first refer to the relevant Borrower or obtain its authority for the payment;

enquire whether a demand has been properly made;

enquire as to the validity, genuineness or accuracy of any statement, certificate or other document issued in relation to a claim; or

carry out any investigation or seek any confirmation from any other person before making the payment.

The relevant Borrower acknowledges that the Lender:

may make payments under a Bank Guarantee by any means that it determines;

may make any payments under a Bank Guarantee despite any direction by the Borrower to the Lender not to pay, any dispute between the Borrower and the Lender as to the Lender’s obligation to pay, any dispute between the Borrower and the Beneficiary or any claim by the Borrower that a claim under the Bank Guarantee is not valid;

may refuse to make a payment under a Bank Guarantee (in its absolute discretion) where it considers that a claim under, or any other document presented under the Bank Guarantee does not comply with the terms of the Bank Guarantee; and

deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

Payment by Borrower

The relevant Borrower must pay the Lender all amounts paid or required to be paid by the Lender under:

a Bank Guarantee; or

clause 8 (Voluntary Payout) of this Facility Annexure,

Without prejudice to the relevant Borrower’s obligation under paragraph 5(a), that Borrower shall immediately on demand indemnify the Lender against any cost, loss or liability incurred by the Lender (otherwise than by reason of the Lender’s gross negligence or wilful misconduct) in acting as the Lender under any Bank Guarantee requested by that Borrower (including as a result of the Lender making a payment under clause 8 (Voluntary Payout) of this Facility Annexure).

Borrower’s unconditional obligations

The Borrowers’ obligations under clause 5 (Payment by Borrower) of this Facility Annexure are absolute and unconditional and not subject to any reduction, termination or other impairment by any set off, deduction, counterclaim, agreement, defence, suspension, deferment or otherwise.

The Borrowers’ liability under this clause is not affected by any circumstance, act or omission which, but for this subclause, might otherwise affect its liability at law or in equity, including:

any falsity, inaccuracy, non-conformity, insufficiency or forgery of or in any demand, certificate, declaration or other document that on its face purports to be signed or authorised under a Bank Guarantee;

any failure by the Lender to enquire whether a communication, demand or other document under a Bank Guarantee has been inaccurately transmitted or received, or has been signed or sent by an unauthorised person;

the impossibility or illegality of performance of or any invalidity of or affecting any MOF Finance Document, the Principal Obligations intended to be secured by a Bank Guarantee or any other agreement, document or transaction;

any act of a Government Agency, court, arbitral body, agency, authority or any person affecting the terms of any MOF Finance Document, the Principal Obligations intended to be secured by a Bank Guarantee or any other document or transaction;

the application of any law or regulation affecting any Bank Guarantee;

any failure to obtain an Authorisation required or desirable in connection with this document or any Bank Guarantee, or any incapacity of, or limitation on the powers of, any person signing a claim or other document; or

anything else (foreseen or unforeseen), whether or not similar to any of the above, that affects any MOF Finance Document, the Principal Obligations intended to be secured by a Bank Guarantee or any other agreement, document or transaction.

The Lender is not obliged to enquire into any of the matters mentioned in paragraphs (a) and (b) of this clause.

Expiring Bank Guarantees

Voluntary Payout

Illegality

Without limiting clause 8 (Voluntary Payout) of this Facility Annexure, if any Change of Law or other event makes it illegal for the Lender to perform its obligations under any Bank Guarantee or maintain financial accommodation or commitment under the Bank Guarantee Facility, the Lender may following notice to the Borrowers, discharge its liability under a Bank Guarantee at any time on and from the date which is 40 Business Days after the date on which the Lender gives notice or any earlier date required by, or to comply with, the applicable law, by paying to the Beneficiary the outstanding amount of the Bank Guarantee or any lesser amount specified by the Beneficiary. The Lender may debit any account of the Borrower with the amount so paid.

A notice to a Borrower under clause 19(a) of this Facility Annexure is irrevocable.

If requested by a Borrower, the Lender must transfer its participation under the Bank Guarantee Facility, on terms and conditions satisfactory to the Lender (acting reasonably), to a person proposed by the relevant Borrower.

Illegality in relation to Bank Guarantees

the Lender shall promptly notify the Company upon becoming aware of that event;

upon the Lender notifying the Company, the Lender shall not be obliged to issue any Bank Guarantee;

each Borrower shall use its best endeavours to procure the release of each Bank Guarantee issued by the Lender and outstanding at such time on or before the date specified by the Lender in the notice delivered to the Company (being no earlier than the last day of any applicable grace period permitted by law); and

the Bank Guarantee Facility shall cease to be available for the issue of Bank Guarantees.

UCP600

Existing Bank Guarantees

EXPIRY DATE CURR

ACPP Office Pty Ltd

ACPP Office Pty Limited

ACPP Office Pty Ltd

Investa Properties Limited

Highpoint Shopping Centres Pty Limited

TRUST COMPANY LIMITED ABN 59 004 027 749

WESTFIELD MANAGEMENT LTD AS RESPONSIBLE ENTITY OF

Trust Company of Australia

COLONIAL FIRST STATE ASSET MANAGEMENT PTY LIMITED

AUSTRALIAN EXECUTOR TRUSTEES LIMITED

THE TRUST COMPANY LIMITED

Scentre Management Limited ACN 001 670 579

Eastgardens Pty Ltd ACN 002 365 326

Scentre Custodian Pty Limited

Kent Street Pty Limited ACN 006 794 654 AND Scent

Perpetual Trustee Company Limited ACN 000 001 007

Stonehenge Pty Limited ACN 095 084 674

Scentre Management Limited ACN 001 670 579 AND RE1

P.T. Limited ACN 004 454 666

P.T. Limited ACN 004 454 666 AND Doncaster Shoppin

P.T. Limited ACN 004 454 666 as constructive trust

Perron Investments Pty Ltd ACN 000 003 976 AND Sce

Scentre Management Limited ACN 001 670 579 AND SAS

Ventana Pty Limited ACN 008 586 543

Scentre Management Limited ACN 001 670 579 as resp

Scentre Management Limited ACN 001 670 579 as resp

Scentre Management Limited ACN 001 670 579 as resp

PT Limited ACN 004 454 666 as custodian of the Sce

PT Limited ACN 004 454 666 as custodian of the Sce

Tea Tree Plaza Nominees Pty Limited ACN 008 586 45

CENTRE MANAGEMENT LIMITED ACN 001 670 579 AND RE1

MIRVAC FUNDS LIMITED ACN 002 561 640

DARWIN CITY COUNCIL

DEPARTMENT OF TRANSPORT & WORKS - NORTH TERRITORY

DEPARTMENT OF TRANSPORT & WORKS - NORTH TERRITORY

PALMERSTON TOWN COUNCIL

PALMERSTON TOWN COUNCIL

PALMERSTON TOWN COUNCIL

PALMERSTON TOWN COUNCIL

PALMERSTON TOWN COUNCIL

PALMERSTON TOWN COUNCIL

Definitions

Facility Conditions Precedent

The relevant Borrower must execute such Facility Documentation as is required by the Lender before each Utilisation of the Corporate Card Facility.

All Facility Documentation pursuant to which Accommodation under the Corporate Card Facility is to be provided must conform, in form and substance, to the Lender’s standard documentation applicable for the provision of such Accommodation.

Any conditions precedent to the provision of Accommodation under the Corporate Card Facility contained in such Facility Documentation are Facility Conditions Precedent.

No Utilisation Request required

Utilisation and Facility Accommodation Limit

Subject to the Facility Documentation and the provisions of this document, the Lender may provide Accommodation under the Corporate Card Facility in such form as the Lender determines.

If there is a conflict between the provisions of this document and the provisions of any Facility Documentation, then the provisions of this document apply unless otherwise agreed between the Lender and the Company.

The Facility Accommodation Limit applies in relation to all corporate credit card finance provided under the Corporate Card Facility. In addition each corporate credit card will be subject to a separate sub-limit determined by the Lender.

Prepayment

a Borrower is not required to give notice to the Lender before prepaying any part of the Outstanding Accommodation;

no minimum amount or multiple is required for such prepayment;

any amount prepaid will be available to a Borrower by way of fresh Utilisations; and

no amounts will be payable in respect of break costs in relation to such prepayment.

Repayment and Cancellation

the relevant Borrower must pay the Outstanding Accommodation in respect of the Corporate Card Facility on demand by the Lender;

the Lender may by notice to the Company, cancel any obligation of the Lender to provide any further Accommodation under the Corporate Card Facility; and

the Lender may make a demand or give a notice of cancellation, or do both, at any time in its absolute discretion.

Definitions

Facility Documentation

No Utilisation Request required

Utilisations

Subject to the Facility Documentation and the provisions of this document, the Lender will provide Utilisations under the Group Limit Facility.

If there is a conflict between the provisions of this document and any Facility Documentation, then the provisions of this document apply unless otherwise agreed between the Lender and the Company.

Any references in the Applicable Facility Conditions to the “Schedule” shall be deemed to be references to Part 4 of the Facility Particulars, unless otherwise agreed between the Borrowers and the Lender. This does not affect the right of the Lender to issue replacement or supplemental “Schedules” in accordance with the Applicable Facility Conditions.

Variation of limits

Repayment and cancellation

the relevant Borrower must pay the Outstanding Accommodation in respect of the Group Limit Facility on demand by the Lender;

the Lender may also, by notice to the Company, cancel any obligation of the Lender to provide any further Accommodation under the Group Limit Facility; and

the Lender may make a demand or give a notice of cancellation, or do both, at any time in its absolute discretion.

/s/ Patrick Delany

/s/ Patrick Delany

/s/ Patrick Delany

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/s/ Patrick Delany

/s/ Patrick Delany

/s/ Patrick Delany

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/s/ Patrick Delany

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/s/ Tim Bates

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