Amendment Deed dated November 2, 2021, by and between Reading Entertainment Australia Pty Ltd, as borrower, and National Australia Bank Limited, as bank

EX-10.1 2 rdi-20210930xex10_1.htm EX-10.1 Exhibit 101 NAB Amendment Deed

Exhibit 10.1

567 Collins Street, Melbourne VIC 3000, Australia GPO Box 9925, Melbourne VIC 3001, Australia

Tel +61 3 9672 3000

Fax +61 3 9672 3010

www.corrs.com.au

Sydney Melbourne Brisbane

Perth Port Moresby

National Australia Bank Limited

Reading Entertainment Australia Pty Ltd

Each Guarantor

Amendment Deed

Corporate Markets Loan & Bank Guarantee Facility Agreement

Contents


1	Definitions	1
2	Consideration	1
3	Conditions precedent	1
	3.1 Conditions precedent to Effective Date	1
	3.2 Satisfaction of conditions precedent	2
4	Amendment of Facility Agreement	2
5	Representations and warranties	4
	5.1 General	4
	5.2 Survival of representations and warranties	4
6	Acknowledgments	5
7	General	5
	7.1 Amendment	5
	7.2 Construction	5
	7.3 Counterparts	5
	7.4 Deed	5
	7.5 Duty	5
	7.6 Entire understanding	5
	7.7 Further steps	6
	7.8 Governing law and jurisdiction	6
	7.9 Legal costs	6
	Schedule – Guarantors	7
	Execution	11


	page 1

Date: 3 November 2021

Parties

National Australia Bank Limited ABN 12 004 044 937 of Pier 3 Level 4, 800 Bourke Street, Docklands, Victoria 3008 (Bank)

Reading Entertainment Australia Pty Ltd ACN 070 893 908 of 98 York Street, South Melbourne, Victoria 3205 (Borrower)

Each entity listed in the schedule (each a Guarantor)

Agreed terms

Definitions

In this deed words and expressions which are defined or given a specific meaning in the Facility Agreement but which are not defined or given a specific meaning in this deed have the same meaning as in the Facility Agreement.

Otherwise, terms have the following meanings:

Effective Date	The date on which each of the conditions precedent set out in clause 3 have been satisfied (subject to clause 3.2(d)).
Facility Agreement	The Facility Agreement between the Bank, the Borrower, and others originally dated, 24 June 2011 as amended from time to time.

Consideration

Each party has entered into this deed in consideration of the Bank agreeing to amend the Facility Agreement in accordance with this deed.

Conditions precedent

3.1

Conditions precedent to Effective Date

The amendments to the Facility Agreement effected by this deed, and the occurrence of the Effective Date, are subject to the following conditions precedent that:


	page 2

(a)

at least two clear Business Days (or such shorter period as the Bank may agree) before the Effective Date, the Bank has received, in form and substance satisfactory to the Bank:

(i)

executed copies of this document, executed by each party to it (other than the Bank);

(ii)

a non refundable restructure fee of $25,000; and

(iii)

anything which the Bank has reasonably requested that the Borrower or the Guarantors provide to it in relation to any Transaction Document;

(b)

the representations and warranties set out in clause 8 of the Facility Agreement are correct and not misleading on the date that the Borrower and the Guarantors execute this deed;

(c)

no Event of Default, Potential Event of Default or Review Event subsists; and

(d)

the Effective Date is no later than 31 October 2021, or such later date agreed by the Bank.

3.2

Satisfaction of conditions precedent

(a)

The Borrower and each Guarantor must use their best endeavours to satisfy the conditions precedent.

(b)

Any certificates or copies of documents referred to in clause 3.1 must be certified by a company secretary or director of the Borrower and each Guarantor (as applicable) as being true, complete and current.

(c)

The conditions precedent are for the benefit of the Bank.

(d)

The Bank may waive, or agree to a delay of, the satisfaction of any of the conditions precedent in writing at any time before or after the time by which they must be satisfied.

Amendment of Facility Agreement

On and from the Effective Date:

(a)

the definition of “Relevant Date” in clause 1 of the Facility Agreement is deleted and replaced with the following:

Relevant Date means the date on which the Bank receives the Annual Compliance Certificate in accordance with clause 9.5(b) for the Financial Year ending on 31 December 2022.

(b)

clause 9.8(a)(i) and (ii) of the Facility Agreement is deleted and replaced with the following:

(i)

Fixed Charges Cover Ratio:

(A)

at 30 September 2021, the Fixed Charges Cover Ratio for the Calculation Period ending on that date is not less than 2.0 times(provided that, for the purposes of this clause 9.8(a)(i)(A) only, “Calculation Period” shall be the period of nine (9) months ending on that date); and

(B)

at 31 March 2022 the Fixed Charges Cover Ratio for the Calculation Period ending on the relevant date is not less than

1.25 times (provided that, for the purposes of this clause 9.8(a)(i)(B) only, “Calculation Period” shall be the period of three (3) months ending on the relevant date)


	page 3

;

(C)

at 30 June 2022, the Fixed Charges Cover Ratio for the Calculation Period ending on the relevant date is not less than

1.50 times (provided that, for the purposes of this clause 9.8(a)(i)(C) only, “Calculation Period” shall be the period of three (3) months ending on the relevant date);

(D)

at 30 September 2022, the Fixed Charges Cover Ratio for the Calculation Period ending on the relevant date is not less than

1.50 times (provided that, for the purposes of this clause 9.8(a)(i)(D) only, “Calculation Period” shall be the period of three (3) months ending on the relevant date);

(E)

at 31 December 2022, the Fixed Charges Cover Ratio for the Calculation Period ending on the relevant date is not less than

2.00 times (provided that, for the purposes of this clause 9.8(a)(i)(E) only, “Calculation Period” shall be the period of three (3) months ending on the relevant date);

(F)

at 31 March 2023, the Fixed Charges Cover Ratio for Calculation Period ending on that date is not less than 2.00 times (provided that, for the purpose of this clause 9.8(a)(i)(F) only, “Calculation Period” shall be the period of three (3) months ending on that relevant date);

(G)

at 30 June 2023, the Fixed Charges Cover Ratio for Calculation Period ending on that date is not less than 2.00 times (provided that, for the purpose of this clause 9.8(a)(i)(G) only, “Calculation Period” shall be the period of six (6) months ending on that relevant date);

(H)

at 30 September 2023, the Fixed Charges Cover Ratio for Calculation Period ending on that date is not less than 2.00 times (provided that, for the purpose of this clause 9.8(a)(i)(H) only, “Calculation Period” shall be the period of nine (9) months ending on that relevant date; and

(I)

at Calculation Date commencing 31 December 2023, the Fixed Charges Cover Ratio for Calculation Period ending on that date is not less than 2.00 times.

(ii)

Leverage Ratio:

(A)

at 31 December 2022 the Leverage Ratio for the Calculation Period ending on that date is less than or equal to 3.25 times


	page 4

(provided that, for the purposes of this clause 9.8(a)(ii)(A) only, the “Calculation Period” shall be the period of three (3) months ending on that date with Adjusted EBITDA to be calculated on an annualised basis);

(B)

at 31 March 2023 the Leverage Ratio for the Calculation Period ending on that date is less than or equal to 3.25 times (provided that, for the purposes of this clause 9.8(a)(ii)(B) only, the “Calculation Period” shall be the period of six (6) months ending on that date with Adjusted EBITDA to be calculated on an annualised basis);

(C)

at 30 June 2023 the Leverage Ratio for the Calculation Period ending on that date is less than or equal to 3.25 times (provided that, for the purposes of this clause 9.8(a)(ii)(C) only, the “Calculation Period” shall be the period of nine (9) months ending on that date with Adjusted EBITDA to be calculated on an annualised basis); and

(D)

at each other Calculation Date commencing 30 September 2023, the Leverage Ratio for the Calculation Period ending on that date is less than or equal to 3.25 times;”

Representations and warranties

5.1

General

The Borrower and each Guarantor each represent and warrant that at the time of its execution of this deed:

(a)

it has capacity unconditionally to execute, deliver and comply with its obligations under this deed;

(b)

it has taken all necessary action to authorise the unconditional execution and delivery of, and compliance with, its obligations under this deed;

(c)

this deed constitutes the valid and legally binding obligations of it and is enforceable against it in accordance with its terms;

(d)

it has duly executed each of the Transaction Documents to which it is expressed to be a party;

(e)

the Transaction Documents are valid and enforceable in accordance with their respective terms; and

(f)

its unconditional execution and delivery of, and compliance with its obligations under, this deed do not contravene its constituent documents or any obligation of it under any law or to any other person.

5.2

Survival of representations and warranties

The representations and warranties in clause 7.1 survive the execution of this deed and the amendment of the Facility Agreement.


	page 5

Acknowledgments

Each party other than the Bank:

(a)

agrees to the amendment of the Facility Agreement effected by this deed;

(b)

agrees that this deed is a Transaction Document for the purposes of the Facility Agreement;

(c)

acknowledges that the Bank has agreed to execute this deed at the request of the Borrower and the Guarantors and that this is without prejudice to any other current or future right the Bank may have against the Borrower and the Guarantors or any other Security Provider or under or in connection with any Transaction Document; and

(d)

agrees that each Collateral Security to which it is a party extends to and secures its obligations to the Bank under the Facility Agreement.

General

7.1

Amendment

This deed may only be varied or replaced by a deed executed by all of the parties to this deed.

7.2

Construction

Clause 1.2 of the Facility Agreement applies to this deed as if set out in full in this deed with such changes as are necessary.

7.3

Counterparts

This deed may consist of a number of counterparts and, if so, the counterparts taken together constitute one deed.

7.4

Deed

This document is a deed. Factors which might suggest otherwise are to be disregarded.

7.5

Duty

The Borrower, as between the parties, is liable for and must pay all duty (including any fine, interest or penalty except where it arises from default by the other party) on or relating to this deed, any document executed under it or any dutiable transaction evidenced or effected by it.

7.6

Entire understanding

(a)

This deed contains the entire understanding between the parties as to the subject matter of this deed.

(b)

All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this deed


	page 6

are merged in and superseded by this deed and are of no effect. No party is liable to any other party in respect of those matters.

(c)

No oral explanation or information provided by any party to another:

(i)

affects the meaning or interpretation of this deed; or

(ii)

constitutes any collateral agreement, warranty or understanding between any of the parties.

7.7

Further steps

Each party must promptly do whatever any other party reasonably requires of it to give effect to this deed and to perform its obligations under it.

7.8

Governing law and jurisdiction

(a)

This deed is governed by and is to be construed in accordance with the laws applicable in Victoria.

(b)

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

7.9

Legal costs

(a)

The Borrower must pay, and if paid by the Bank reimburse the Bank, the cost of stamping and registering this deed and the reasonable legal and other costs and expenses of the Bank in relation to:

(i)

the negotiation, preparation and execution of this deed; and

(ii)

the performance of the Bank’s obligations under this deed.

(b)

Except as expressly stated otherwise in this deed, each party must pay its own legal and other costs and expenses of performing its obligations under this deed.


	page 7

Schedule

Guarantors

Name

Capacity

Address

Reading Entertainment Australia Pty Ltd ACN 070 893 908

In its own capacity.

Address: 98 York Street, South Melbourne VIC 3205 Australia

Fax: 03 9685 0999

Attention: Managing Director AND TO:

Reading International Inc.

Address: 5995 Sepulveda Blvd, Suite 300

Culver City California 90230 United States of America Fax: +1 ###-###-####

Attention: Chief Financial Officer

Australia Country Cinemas Pty Ltd ACN 076 276 349

In its own capacity.

Same as for Borrower.

Australian Equipment Supply Pty Ltd ACN 122 571 420

In its own capacity.

Same as for Borrower.

Burwood Developments Pty Ltd ACN 105 384 905

In its own capacity.

Same as for Borrower.

Epping Cinemas Pty Ltd ACN 073 997 172

In its own capacity.

Same as for Borrower.

Hotel Newmarket Pty Ltd ACN 094 367 969

In its own capacity.

Same as for Borrower.

Newmarket Properties Pty Ltd ACN 105 386 409

In its own capacity.

Same as for Borrower.


	page 8

Guarantors

Name

Capacity

Address

Newmarket Properties No. 2 Pty Ltd ACN 109 038 806

In its own capacity.

Same as for Borrower.

Newmarket Properties #3 Pty Ltd ACN 126 697 505

In its own capacity.

Same as for Borrower.

Reading Australia Leasing (E&R) Pty Ltd ACN 107 939 211

In its own capacity.

Same as for Borrower.

Reading Belmont Pty Ltd ACN 126 697 498

In its own capacity.

Same as for Borrower.

Reading Bundaberg 2012 Pty Ltd ACN 122 406 320

In its own capacity.

Same as for Borrower.

Reading Charlestown Pty Ltd ACN 123 938 483

In its own capacity.

Same as for Borrower.

Reading Cinemas Pty Ltd ACN 073 808 643

In its own capacity.

Same as for Borrower.

Reading Cinemas Management Pty Ltd ACN 122 406 311

In its own capacity.

Same as for Borrower.

State Cinema Hobart Pty Ltd ACN 108 861 061

In its own capacity.

Same as for Borrower.

Reading Dandenong Pty Ltd ACN 129 018 739

In its own capacity.

Same as for Borrower.

Reading Elizabeth Pty Ltd ACN 114 582 099

In its own capacity.

Same as for Borrower.

Reading Exhibition Pty Ltd ACN 103 529 782

In its own capacity.

Same as for Borrower.

Reading Licences Pty Ltd ACN 089 544 605

In its own capacity.

Same as for Borrower.

Reading Maitland Pty Ltd ACN 126 697 461

In its own capacity.

Same as for Borrower.

Reading Melton Pty Ltd ACN 109 074 517

In its own capacity.

Same as for Borrower.


	page 9

Guarantors

Name

Capacity

Address

Reading Properties Pty Ltd ACN 071 195 429

In its own capacity.

Same as for Borrower.

Reading Properties Indooroopilly Pty Ltd ACN 121 284 884

As trustee for the Landplan Property Partners Discretionary Trust.

Same as for Borrower.

Reading Properties Taringa Pty Ltd ACN 128 819 483

As trustee for the Reading Property Partners No. 1 Discretionary Trust.

Same as for Borrower.

Reading Property Holdings Pty Ltd ACN 126 289 772

In its own capacity.

Same as for Borrower.

Reading Rouse Hill Pty Ltd ACN 123 245 885

In its own capacity.

Same as for Borrower.

Reading Sunbury Pty Limited ACN 109 074 571

In its own capacity.

Same as for Borrower.

Rhodes Peninsula Cinema Pty Limited ACN 120 827 812

In its own capacity.

Same as for Borrower.

Westlakes Cinema Pty Ltd ACN 108 531 308

In its own capacity.

Same as for Borrower.

A.C.N. 143 633 096 Pty Ltd ACN 143 633 096

In its own capacity.

Same as for Borrower.

Reading Cannon Park Pty Ltd ACN 609 837 569

In its own capacity.

Same as for Borrower.

Angelika Anywhere Pty Ltd ACN 642 993 593

In its own capacity.

Same as for Borrower.

Reading Jindalee Pty Ltd ACN 629 483 914

In its own capacity.

Same as for Borrower.

Reading Devonport Pty Ltd ACN 629 484 126

In its own capacity.

Same as for Borrower.

Reading Altona Pty Ltd ACN 634 384 311

In its own capacity.

Same as for Borrower.


	page 10

Guarantors

Name

Capacity

Address

Reading South City Square Pty Ltd ACN 616 892 936

In its own capacity.

Same as for Borrower.

Reading Traralgon Pty Ltd ACN 618 457 202

In its own capacity.

Same as for Borrower.

Reading Burwood Pty Ltd ACN 619 050 396

In its own capacity.

Same as for Borrower.

Reading Cinemas Auburn Pty Ltd ACN 633 008 401

In its own capacity.

Same as for Borrower.

Reading Auburn Pty Ltd ACN 126 697 470

In its own capacity.

Same as for Borrower.


	page 11

Execution

Executed as a deed

Executed by Reading Entertainment Australia Pty Ltd ACN 070 893 908

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Australian Country Cinemas Pty Ltd ACN 076 276 349

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Australian Equipment Supply Pty Ltd ACN 122 571 420

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 12

Executed by Burwood Developments Pty Ltd ACN 105 384 905

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Epping Cinemas Pty Ltd

ACN 073 997 172

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Hotel Newmarket Pty Ltd ACN 094 367 969

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 13

Executed by Newmarket Properties Pty Ltd ACN 105 386 409

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Newmarket Properties No. 2 Pty Ltd ACN 109 038 806

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Pty Ltd ACN 126 697 505

Executed by Newmarket Properties

#3 Pty Ltd ACN 126 697 505

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 14

Executed by Reading Auburn Pty Ltd

ACN 126 697 470

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Australia Leasing (E&R) Pty Ltd

ACN 107 939 211

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Belmont Pty Ltd ACN 126 697 498

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 15

Executed by Reading Bundaberg 2012 Pty Ltd ACN 122 406 320

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Charlestown Pty Ltd ACN 123 938 483

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Cinemas Pty Ltd ACN 073 808 643

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 16

Executed by Reading Cinemas Management Pty Ltd

ACN 122 406 311

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by State Cinema Hobart Pty Ltd ACN 108 861 061

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Dandenong Pty Ltd ACN 129 018 739

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 17

Executed by Reading Elizabeth Pty Ltd ACN 114 582 099

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Exhibition Pty Ltd ACN 103 529 782

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Licences Pty Ltd ACN 089 544 605

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 18

Executed by Reading Maitland Pty Ltd ACN 126 697 461

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Melton Pty Ltd ACN 109 074 517

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Properties Pty Ltd ACN 071 195 429

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 19

Executed by Reading Properties Indooroopilly Pty Ltd

ACN 121 284 884

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Properties Taringa Pty Ltd ACN 128 819 483

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Property Holdings Pty Ltd ACN 126 289 772

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 20

Executed by Reading Rouse Hill Pty Ltd ACN 123 245 885

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Sunbury Pty Ltd ACN 109 074 571

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Rhodes Peninsula Cinema Pty Ltd ACN 120 827 812

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 21

Executed by Westlakes Cinema Pty Ltd ACN 108 531 308

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by A.C.N. 143 633 096 Pty

Ltd ACN 143 633 096

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Cannon Park Pty Ltd ACN 609 837 569

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 22

Executed by Angelika Anywhere Pty Ltd ACN 642 993 593

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Margaret Cotter.............................

Director

Margaret Cotter..................................

Name of Director (print)

Executed by Reading Jindalee Pty Ltd ACN 629 483 914

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Devonport Pty Ltd ACN 629 484 126

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 23

Executed by Reading Altona Pty Ltd

ACN 634 384 311

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Margaret Cotter.............................

Director

Margaret Cotter..................................

Name of Director (print)

Executed by Reading South City Square Pty Ltd ACN 616 892 936

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Traralgon Pty Ltd ACN 618 457 202

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)


	page 24

Executed by Reading Burwood Pty Ltd ACN 619 050 396

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Andrzej Matyczynski.....................

Director

Andrzej Matyczynski..........................

Name of Director (print)

Executed by Reading Cinemas Auburn Pty Ltd ACN 633 008 401

)

/s/ Ellen M. Cotter..................................

Company Secretary/Director

Ellen M. Cotter.......................................

Name of Company Secretary/Director (print)

/s/ Margaret Cotter.............................

Director

Margaret Cotter..................................

Name of Director (print)

Executed by National Australia Bank Limited ABN 12 004 044 937 by its Attorney who holds the position of Level 2 Attorney under Power of Attorney dated 1/3/2007 in the presence of:

)

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

Witness

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

Name of Witness (print)

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

Attorney

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

Name of Attorney (print)


	page 25