Syndicated Facility Agreement

A syndicated facility agreement is a contract between a syndicate of lenders and a borrower that sets the terms and conditions of a loan. Under the agreement, a syndicate agrees to provide the borrower with a certain amount of money, at an agreed-upon interest rate, to be paid back on a pre-determined schedule.

The syndicated facility agreement is typically used for large-scale projects, such as real estate developments or infrastructure projects. In order to protect their investment, syndicated lenders often require that the borrower post collateral, such as property or equipment. If the borrower defaults on the loan, the syndicate can seize the collateral in order to recoup their losses. The agreement ensures that these terms are enforceable in court.

Common Sections in Syndicated Facility Agreements

Below is a list of common sections included in Syndicated Facility Agreements. These sections are linked to the below sample agreement for you to explore.

Syndicated Facility Agreement Sample

SYNDICATED FACILITY AGREEMENT

dated as of September 18, 2012

THE MAC SERVICES GROUP PTY LIMITED,

THE LENDERS NAMED HEREIN,

J.P. MORGAN AUSTRALIA LIMITED,

as Australian Agent and Security Trustee,

JPMORGAN CHASE BANK, N.A.,

JPMORGAN CHASE BANK, N.A.,

as Issuing Bank

JPMORGAN CHASE BANK, N.A.,

as Swing Line Lender

J.P. MORGAN SECURITIES LLC,

as Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Defaulting Lenders 50

TABLE OF CONTENTS

First Utilization 60

TABLE OF CONTENTS

Anti-Corruption Laws 76

TABLE OF CONTENTS

EVENTS OF DEFAULT

THE AUSTRALIAN AGENT, THE US AGENT, THE SECURITY TRUSTEE, THE ISSUING BANK AND THE SWING LINE LENDER

Entire Agreement 101

TABLE OF CONTENTS

Binding Effect 106

THIS SYNDICATED FACILITY AGREEMENT dated as of September 18, 2012, is among THE MAC SERVICES GROUP PTY LIMITED (ABN 53 003 657 510), an Australian proprietary limited company (the “ Borrower ”), the Lenders (as defined in Article I), and J.P. MORGAN AUSTRALIA LIMITED (ABN 52 002 888 011) (“ JPM Australia ”), as Australian administrative agent (in such capacity, the “ Australian Agent ”) and as security trustee (in such capacity, the “ Security Trustee ”), and JPMorgan Chase Bank, N.A. as U.S. administrative agent (in such capacity, the “ US Agent ”).

The Borrower has requested the Lenders to extend credit, in the form of Loans or Credits (as hereinafter defined), to the Borrower in an aggregate principal amount at any time outstanding not in excess of AUD$300,000,000.

In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

SECTION 1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:

“ Administrative Questionnaire ” shall mean an administrative questionnaire in a form supplied from time to time by the Australian Agent.

“ Affected Lender ” shall have the meaning ascribed to such term in the definition of “Market Disruption Event.”

“ Affiliate ” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that for purposes of Section 6.07, the term “Affiliate” shall also include any person that directly or indirectly owns 5% or more of any class of Equity Interests of the person specified or that is an officer or director of the person specified.

“ Affiliate Australian Land Company ” shall mean a person that is a direct or indirect Wholly Owned Subsidiary of the Parent and which is the registered proprietor of any land that is used by any Loan Party.

“ Agents ” shall mean, collectively, the Australian Agent, the US Agent, and the Security Trustee.

“ Aggregate Credit Exposure ” shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Credits denominated in Australian Dollars plus (ii) the aggregate principal amount of all Credit Disbursements made in Australian Dollars that have not yet been reimbursed at such time plus (iii) the Australian Dollar Equivalent of the aggregate undrawn amount of all outstanding Credits at such time denominated in U.S. Dollars plus (iv) the Australian Dollar Equivalent of the aggregate principal amount of all Credit Disbursements made in U.S. Dollars that have not yet been reimbursed at such time.

“ Agreement ” shall mean this Syndicated Facility Agreement dated as of September 18, 2012, among the Borrower, the Lenders, and the Agents.

“ Anti-Corruption Laws ” means all statutes, enactments, by-laws, rules, regulations, notifications, circulars, case-law, orders, ordinances, guidelines, policies, directions and judgments of any Governmental Authority, in relation to anti-corruption issued, administered or enforceable against any Loan Party.

“ Anti-Money Laundering Laws ” means all applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Authority having jurisdiction over any Loan Party, or to which any Loan Party is subject.

“ Applicable Percentage ” shall mean, for any day, with respect to any USD Revolving Loan, AUD Revolving Loan or the Revolving Commitment Fee, the applicable percentage set forth below under the applicable caption, based upon the Leverage Ratio as of the relevant date of determination:

Greater than or equal to
3.00 to 1.00 3.00 % 3.00 % 0.50 %

Each change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be effective with respect to all Loans and Credits outstanding on and after the date of delivery to the Australian Agent of the Financial Statements or management accounts required by Section 5.04(a) and the Compliance Certificate required by Section 5.04(b), respectively, indicating such change until the date immediately preceding the next date of delivery of such Financial Statements or management accounts indicating another such change; provided , however , that at any time during which the Borrower has failed to deliver when due the Financial Statements or management accounts required by Section 5.04(a) and the Compliance Certificate required by Section 5.04(b), respectively, the Leverage Ratio shall be deemed to be in Category 5 for purposes of determining the Applicable Percentage. Notwithstanding the foregoing, (x)

from the Effective Date through but excluding the date of delivery to the Australian Agent of Financial Statements or management accounts required by Section 5.04(a) and the Compliance Certificate required by Section 5.04(b), respectively, the Leverage Ratio shall be deemed to be in Category 1. for purposes of determining the Applicable Percentage and (y) thereafter, the Applicable Percentage shall be based on the Leverage Ratio reflected in the most recently delivered Financial Statements or management accounts required by Section 5.04(a) and the Compliance Certificate required by Section 5.04(b), respectively.

“ Approved Fund ” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Asset Sale ” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise) of any or all of the property of the Borrower or any of its Subsidiaries to any person other than the Borrower or any of its Subsidiaries (other than (a) Equity Interests in the Borrower or directors’ qualifying shares in any Subsidiary, (b) inventory, damaged, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business, or (c) dispositions between or among Subsidiaries that are not Loan Parties).

“ Assignee Group ” shall mean two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04) and accepted by the Australian Agent, in substantially the form of Exhibit A or such other form as shall be approved by the US Agent.

“ Associate ” has the meaning given to it in Section 128F(9) of the Tax Act.

“ AUD Revolving Loans ” shall mean Revolving Loans denominated in Australian Dollars.

“ AUD Swing Line Loans ” shall mean Swing Line Loans denominated in Australian Dollars.

“ Australian Agent ” shall means the person referred to as such in the Preamble to this Agreement or any person from time to time acting in the capacity of “Australian Agent” under this Agreement.

“ Australian Dollar Equivalent ” shall mean, on any date of determination, with respect to any amount in U.S. Dollars, the equivalent in Australian Dollars of such amount, determined by the Australian Agent using the Exchange Rate in effect.

“ Australian Dollars ”, “AUD” or “AUD $ ” shall mean lawful money of the Commonwealth of Australia.

“ Australian Withholding Tax ” shall mean any Australian Tax required to be withheld or deducted from any interest or other payment under Division 11A of Part III of the Tax Act or Subdivision 12-F of Schedule 1 to the Taxation Administration Act 1953 (Commonwealth of Australia).

“ Authorized Officer ” means, in respect of a Loan Party, any director, or any person from time to time nominated as an Authorized Officer by that Loan Party by a notice to the Australian Agent accompanied by certified copies of signatures of all new persons so appointed (and in respect of which the Australian Agent has not received notice of revocation of such appointment).

“ Banking Services ” shall mean each and any of the following bank services provided to the Borrower or any Subsidiary by any Lender or any Affiliate of a Lender: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Banking Services Obligations ” shall mean any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“ BBSY ” shall mean, in respect of a period: (a) the rate per cent per annum which is equal to the average bid rate displayed at or about 10:30 a.m. (Sydney time) on the first day of that period on the Reuters screen BBSY page for a term equivalent to that period; or (b) if a rate for a term cannot be determined in accordance with clause (a) above because a rate is not displayed for a term equivalent to that period or if the basis on which that rate is displayed is changed and in the opinion of the Australian Agent ceases to reflect the Lenders’ cost of funding to the same extent as at the date of this Agreement, BBSY for that period will be the rate determined by the Australian Agent at or about 10:30 a.m. (Sydney time) on the day of calculation to be the average of the buying rates quoted to the Australian Agent by three Reference Banks selected by the Australian Agent (after consultation with the Borrower) at or about that time on that date for bills of exchange that are accepted by an Australian bank and that have a term equivalent to the relevant period.

“ Borrower ” shall have the meaning set forth in the Preamble to this Agreement.

“ Borrower Materials ” shall mean materials and/or information provided by or on behalf of the Loan Parties hereunder.

“ Borrowing ” shall mean Revolving Borrowing or a Swing Line Borrowing.

“ Borrowing Request ” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B or Exhibit C, or such other form as shall be reasonably approved by the US Agent (and in the case of the request for Swing Line Loans, the Swing Line Lender).

“ Breakage Event ” shall have the meaning assigned to such term in Section 2.15.

“ Business Day ” shall mean any day other than a Saturday, Sunday or any day on which banks in Houston, New York City, Singapore, London, Hong Kong, or Sydney Australia are authorized or required by law to close.

“ Cash Collateralize ” shall mean to pledge and deposit with or deliver to the Security Trustee or to a nominee of the Security Trustee, for the benefit of the Finance Parties, as collateral for the Aggregate Credit Exposure, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Borrower, the Security Trustee and the Issuing Bank (which documentation is hereby consented to by the Lenders). Derivatives of such term have corresponding meanings.

“ Change in Control ” shall mean the failure of the Parent to Control the Borrower.

“ Change in Law ” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or Australia or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed a “Change in Law”, regardless of the date enacted, adopted or issued.

“ Code ” shall mean the United States Internal Revenue Code of 1986.

“ Collateral ” shall mean (i) “Collateral” or “Secured Property” as defined in any Security Document and (ii) any other property or assets, in any case, subject to, and encumbered by, a Security Interest granted in favor of the Security Trustee for the benefit of the Secured Parties to secure the Secured Obligations.

“ Compliance Certificate ” shall mean a certificate in the form attached hereto as Exhibit G and containing the information required in Section 5.04(b).

“ Consolidated EBITDA ” shall mean, for any period, EBITDA of the Borrower and its Subsidiaries for such period, all determined on a consolidated basis.

“ Consolidated Group ” shall have the meaning given to it in the Tax Act 1997.

“ Consolidated Interest Expense ” shall mean, for any person for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations but excluding the amortization of debt discount and debt issuance costs) of such person and its subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of such person that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by such person with respect to interest rate Hedging Agreements.

“ Consolidated Net Income ” shall mean, for any person for any period, the net income or loss of such person for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income of any subsidiary of such person to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such subsidiary, (b) the income of any person in which any other person (other than such person or a Wholly Owned Subsidiary thereof or any director holding qualifying shares in accordance with applicable law) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to such person or a Wholly Owned Subsidiary thereof by such person during such period, and (c) any gains or losses attributable to sales of assets out of the ordinary course of business.

“ Consolidated Net Worth ” shall mean, at any time, the net worth or total shareholders’ equity of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP.

“ Control ” shall mean:

(a) “control” as defined in section 50AA of the Corporations Act; and

(b) the direct or indirect power to directly or indirectly: (i) direct the management or policies of the corporation; or (ii) control the membership of the board of directors, whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of the corporation.

The terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Controller ” shall have the meaning given to it in section 9 of the Corporations Act.

“ Corporations Act ” shall mean Corporations Act 2001 (Commonwealth of Australia).

“ Cost ” shall mean any cost, expense, charge, liability or disbursement.

“ Cost of Funds Rate ” means, with respect to a Swing Line Loan, the rate per annum quoted by the Swing Line Lender to the Borrower at or about the commencement of any Swing Line Loan (or if applicable, to the Lenders as provided herein) as its cost of funds for the Swing Line Loan, as determined by the Swing Line Lender in its sole discretion which determination may include, without limitation, such factors as the Swing Line Lender shall deem appropriate from time to time, including without limitation, market, regulatory and liquidity conditions; provided that such rate is not necessarily the cost to the Swing Line Lender of funding the specific Swing Line Loan, and may exceed the Swing Line Lender’s actual cost of borrowing in the interbank market or other markets in which the Swing Line Lender may obtain funds from time to time for amounts similar to the amount of the Swing Line Loan.

“ Credit ” shall mean any documentary or standby letter of credit or bank guarantee issued for the account of the Borrower by the Issuing Bank pursuant to Section 2.22, each such Credit to be in form and substance satisfactory to the Issuing Bank (acting reasonably).

“ Credit Application ” shall mean an application and agreement for the issuance, amendment or extension of a Credit in the form from time to time in use by the Issuing Bank.

“ Credit Documents ” shall mean, with respect to any Credit, such Credit, the related Credit Application and any agreements, documents, and instruments entered into in connection with or relating to such Credit.

“ Credit Disbursement ” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Credit issued by the Issuing Bank.

“ Credit Participation Fee ” shall have the meaning assigned to such term in Section 2.05(c).

“ Default ” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“ Defaulting Lender ” shall mean, subject to Section 2.24(d), any Lender that, as determined in good faith by the US Agent, the Issuing Bank or a Swing Line Lender:

(a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans, participations in respect of Credits or participations in Swing Line Loans, within two (2) Business Days of the date required to be funded by it hereunder;

(b) has notified the Borrower, any Agent, the Issuing Bank, the Swing Line Lender or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its respective funding obligations hereunder or under other agreements generally;

(c) has failed, within three (3) Business Days after request by the Australian Agent, the Issuing Bank, a Swing Line Lender or the Borrower, to confirm in a reasonable manner that it will comply with its funding obligations; or

(d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Insolvency Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“ Designated Persons ” means a person or entity (a) listed in the annex to, or otherwise subject to the provisions of, any Executive Order (as defined in the definition of “Sanctions Laws and Regulations” below); (b) named as a “Specially Designated National and Blocked Person”

(“ SDN ”) on the most current list published by OFAC (as defined in the definition of “Sanctions Laws and Regulations” below) at its official website or any replacement website or other replacement official publication of such list (“ SDN List ”); or (c) in which an entity on the SDN List has 50% or greater ownership interest or that is otherwise controlled by an SDN.

“ EBITDA ” shall mean, for any person for any period, Consolidated Net Income of such person for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, and (iv) any noncash charges or extraordinary losses for such period, and minus (b) without duplication (i) all cash payments made during such period on account of reserves, restructuring charges and other noncash charges added to Consolidated Net Income pursuant to clause (a)(iv) above in a previous period and (ii) to the extent included in determining such Consolidated Net Income, any extraordinary gains and all noncash items of income for such period, all determined for such person on a consolidated basis in accordance with GAAP.

“ Effective Date ” shall mean the date upon which all of the conditions set forth in Sections 4.01 and 4.02 are satisfied or waived in accordance with Section 9.08(b), which date shall not be later than September 30, 2012.

“ Eligible Assignee ” shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other person (other than a natural person).

“ Environmental Laws ” shall mean all federal, state, provincial, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives and orders (including consent orders) in each case, relating to protection of the environment, natural resources, human health and safety (to the extent such human health and safety relate to exposure of Hazardous Materials) or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“ Environmental Liability ” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) violation of any applicable Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract or agreement pursuant to which liability is legally assumed or imposed with respect to any of the foregoing.

“ Equity Interest s” shall mean shares, shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person, or any obligations convertible into or exchangeable for, or giving any person a right, option or warrant to acquire such equity interests or such convertible or exchangeable obligations.

“ Event of Default ” shall have the meaning assigned to such term in Article VII.

“ Exchange Rate ” shall mean, on any day, (i) for purposes of determining the U.S. Dollar Equivalent, the rate at which Australian Dollars may be exchanged into U.S. Dollars and (ii) for purposes of determining the Australian Dollar Equivalent, the rate at which U.S. Dollars may be exchanged into Australian Dollars, in each case as set forth at approximately 11 a.m. (Sydney Time) on such day on the applicable Bloomberg Currency Page. In the event that such rate does not appear on such Bloomberg Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Australian Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall be determined by the Australian Agent using any method it deems commercially reasonable and appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“ Facility Office ” means the office or offices notified by a Lender to the Borrower in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice to the Borrower) as the office or offices through which the Lender will perform its obligations under this Agreement.

“ FATCA ” means Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as in effect on the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and the Treasury Regulations promulgated thereunder, any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of such Internal Revenue Code.

“ Fee Letter ” shall mean the letter agreement dated as of July 13, 2012 among the Borrower, the Lead Arranger, JPMCB and the Australian Agent.

“ Fees ” shall mean, collectively, the Revolving Commitment Fee, all fees required to be paid under the Fee Letter, the Credit Participation Fees and the Issuing Bank Fees.

“ Finance Party ” shall mean any Agent, Lender, Swing Line Lender or Issuing Bank.

“ Financial Officer ” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“ Financial Statements ” means: (a) a statement of financial performance; (b) a statement of financial position; (c) a statement of cash flow; and (d) a statement of changes in equity, together with any notes to those documents and any accompanying reports, statements, declarations and other documents or information.

“ Fronting Exposure ” shall mean, at any time there is a Defaulting Lender, with respect to the Issuing Bank, (a) such Defaulting Lender’s Revolving Percentage (determined, for the avoidance of doubt, without giving effect to any adjustment provided for in Section 2.24(c)) of the Aggregate Credit Exposure related to Credits issued by the Issuing Bank, less (b) any portion of the amount calculated under clause (a) above the risk participation with respect to such Credits which has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” shall mean any person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ GAAP ” shall mean generally accepted accounting principles, standards and practices in Australia.

“ Governmental Authority ” shall mean the government of the United States, Australia or any State or Territory of Australia or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Granting Lender ” shall have the meaning assigned to such term in Section 9.04(g).

“ Group ” shall mean the Borrower and its Subsidiaries.

“ Group Structure Diagram ” shall mean the diagram set forth on Schedule 3.26.

“ GST ” means any goods and services Tax, consumption Tax, value added Tax or any similar Tax.

“ Guarantee ” of or by any person shall mean (a) any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness or, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness, contingent or otherwise, of any holder of such Indebtedness to obtain any such Security Interest). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning; provided , however , that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guarantee Agreements ” shall mean the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement.

“ Guarantors ” shall mean, collectively, Parent and the Subsidiary Guarantors.

“ Hazardous Materials ” shall mean any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any applicable Environmental Law, including any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls.

“ Hedging Agreement ” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“ Hedging Obligations ” shall mean any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising out of any Hedging Agreement with a person who (a) is a Lender or an Affiliate of a Lender or (b) was, at the time the Hedging Agreement was entered into, a Lender or an Affiliate of a Lender.

“ Indebtedness ” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person upon which interest charges are customarily paid (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (d) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Security Interest on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed ( provided that, for purposes hereof, the amount thereof shall be limited to the lesser of (i) the amount of such Indebtedness and (ii) the fair market value of such property), (g) all Guarantees by such person of Indebtedness of others, (h) all Capital Lease Obligations of such person, (i) all obligations of such person as an account party in respect of Credits and (j) all obligations of such person in respect of bankers’ acceptances. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, except to the extent that, by its terms, such Indebtedness is nonrecourse to such person.

“ Indemnitee ” shall have the meaning set forth in Section 9.05(b).

“ Indemnified Liabilities ” shall have the meaning set forth in Section 9.05(b).

“ Insolvency Law ” shall mean, to the extent applicable, (a) Title 11 of the United States Code, (b) any similar federal, provincial, state, local or foreign bankruptcy or insolvency law of any jurisdiction applicable to the Borrower or any of its Subsidiaries, and (c) any other law relating to insolvency, sequestration, administration, liquidation, winding up or bankruptcy (including any law relating to the avoidance of conveyances in fraud of creditors or of preferences and any law under which a liquidator or trustee may set aside or avoid transactions), in each case as now constituted or hereafter amended or enacted.

“ Interest Coverage Ratio ” for any period shall mean the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for the Borrower and the Subsidiaries for such period. Solely for purposes of this definition, if, at any time the Interest Coverage Ratio is being determined, the Borrower or any Subsidiary shall have completed a Permitted Acquisition or Asset Sale the consideration of which is greater than AUD$10,000,000 since the beginning of the relevant four fiscal quarter period, the Interest Coverage Ratio shall be determined on a pro forma basis (using the criteria therefor described in Section 6.04(i)) as if such Permitted Acquisition or Asset Sale and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.

“ Interest Payment Date ” shall mean, with respect to any Revolving Loan, the last day of the Interest Period applicable to the Revolving Borrowing of which such Loan is a part and the Termination Date, and in the case of a Revolving Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“ Interest Period ” shall mean, with respect to each Revolving Loan comprising part of the same Revolving Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 3 or 6 months thereafter, as the Borrower may elect; provided , however , that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Revolving Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Issuing Bank ” shall mean, as the context may require, (a) JPMCB, with respect to Credits issued by it, (b) any other Lender that may become the Issuing Bank pursuant to Section 2.22(j) or (l) with respect to Credits issued by such Lender, and (c) collectively, all the foregoing. The Issuing Bank may, in its discretion, arrange for one or more Credits to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Credits issued by such Affiliate.

“ Issuing Bank Fees ” shall have the meaning assigned to such term in Section 2.05(c).

“ JPM Australia ” shall have the meaning set forth in the Preamble to this Agreement.

“ JPMCB ” means JPMorgan Chase Bank, N.A.

“ Karratha Village Lease ” shall mean the undated lease of crown land between the State of Western Australia and the Borrower in respect of the land described as Lot 520 on Deposited Plan 69961 in Karratha, Western Australia with a commencement date of 4 January 2011.

“ Land Access Agreement ” means a land access and use agreement between (a) an Affiliate Australian Land Company, the Security Trustee and, where the land the subject of such agreement is not owned by an Affiliate Australian Land Company, the registered proprietor of that land or (b) for a Third Party Lease, the relevant Loan Party, relevant Affiliate Australian Land Company, if applicable, and the registered proprietor of the land the subject of that Third Party Lease, in each case, in form reasonably satisfactory to the US Agent, that includes (among other matters) provisions consenting to the creation of the Security Interests under the Security Documents and enforcement of rights under the Security Documents.

“ Lead Arranger ” shall mean J. P. Morgan Securities LLC, in such capacity.

“ Lenders ” shall mean (a) the persons listed on Schedule 2.01 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance or pursuant to Section 2.24), (b) any person that has become a party hereto pursuant to an Assignment and Acceptance and (c) the Swing Line Lender.

“ Leverage Ratio ” shall mean, on any date, the ratio of Total Debt on such date to Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which Financial Statements or management accounts have been delivered pursuant to Section 5.04(a). Solely for purposes of this definition, if, at any time the Leverage Ratio is being determined, the Borrower or any Subsidiary shall have completed a Permitted Acquisition or Asset Sale the consideration of which is greater than AUD$10,000,000 since the beginning of the relevant four fiscal quarter period, the Leverage Ratio shall be determined on a pro forma basis (using the criteria therefor described in Section 6.04(i)) as if such Permitted Acquisition or Asset Sale, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.

“ LIBOR ” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/100 of 1%) and determined pursuant to the following formula:

LIBOR = Base LIBOR / 100% - LIBOR Reserve Percentage

“ Base LIBOR ” means the interest rate per annum equal to the applicable London interbank offered rate for deposits in USD appearing on Reuters Reference LIBOR01 for Dollars as of 11:00 a.m. London time, two London Business Days prior to the first day of the relevant Interest Period for any USD Revolving Borrowing and having a maturity equal to such Interest Period (provided that, if such quotation is not available for any reason, LIBOR shall then be the rate determined by the Australian Agent to be the rate at which deposits in USD for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the loan being made, continued or converted by the Australian Agent and with a term equivalent to such Interest Period would be offered by the Australian Agent’s London Branch (or other branch or Affiliate of the Australian Agent or if the Australian Agent does not have a London Branch, then the London Branch of any bank selected by the Australian Agent) to major banks in the London or other offshore inter-bank market for Dollars at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period).

“ LIBOR Reserve Percentage ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”). The LIBOR for each outstanding USD Revolving Loan shall be adjusted automatically as of the effective date of any change in the LIBOR Reserve Percentage.

“ Loan ” shall mean a Revolving Loan and a Swing Line Loan.

“ Loan Documents ” shall mean, collectively, this Agreement, any promissory notes, if any, issued pursuant to Section 2.04(g), the Guarantee Agreements, the Security Documents, the Security Trust Deed, the Land Access Agreements, the Credit Documents, the Fee Letter and each other certificate, agreement, instrument or other document executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing; provided, however , that for purposes of Section 9.08, “Loan Documents” shall mean this Agreement, the Guarantee Agreements and the Security Documents.

“ Loan Parties ” shall mean the Borrower and the Guarantors.

“ London Business Days ” shall mean any day other than a Saturday, Sunday or any day on which banks in London, England are authorized or required by law to close.

“ Market Disruption Event ” shall have the meaning ascribed to such term in Section 2.16(b)(iii).

“ Material Adverse Effect ” shall mean (a) a materially adverse effect on the business, assets, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, (b) material impairment of the ability of the Borrower or any other Loan Party to perform any of its obligations under any Loan Document to which it is or will be a party or (c) material impairment of the rights of or benefits available to the Finance Parties under any Loan Document.

“ Material Indebtedness ” shall mean Indebtedness (other than the Loans and Credits), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding AUD$10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“ Maturity Date ” shall mean December 10, 2015.

“ MEC group ” shall have the meaning given to it in the Tax Act 1997.

“ Moody’s ” shall mean Moody’s Investors Service, Inc. and any successor thereto which is a nationally recognized statistical rating organization in the United States or Australia.

“NAB Lender” shall mean National Australia Bank Limited or such successor lender under the NAB Bilateral Agreement so long as such lender is a Lender hereunder.

“NAB Bilateral Agreement” shall mean that certain AUD$30,000,000 Facility Agreement dated on or about the date hereof between the Borrower and the NAB Lender.

“ NAB Bilateral Obligations ” shall mean all the liabilities and obligations of the Borrower to the NAB Lender under or by reason of the NAB Bilateral Agreement, and includes any liabilities or obligations which are liquidated or unliquidated, are present, prospective or contingent, are in existence before or come into existence on or after the date of this Agreement or relate to the payment of money or the performance or omission of any act; provided that, the aggregate principal amount of Indebtedness included for purposes of determining NAB Bilateral Obligations under this Agreement or any other Loan Document shall not exceed AUD$30,000,000.

“ Obligations ” shall mean all the liabilities and obligations of any Loan Party to any Finance Party under or by reason of any Loan Document, and includes any liabilities or obligations which are liquidated or unliquidated, are present, prospective or contingent, are in existence before or come into existence on or after the date of this Agreement or relate to the payment of money or the performance or omission of any act, and irrespective of whether any Loan Party is liable or obligated solely, jointly or jointly and severally with another person, the circumstances in which any Finance Party comes to be owed each liability or obligation, including any assignment of any liability or obligation or the capacity in which any Loan Party and Finance Party comes to owe or to be owed that liability or obligation.

“ Offshore Associate ” shall mean an Associate:

(a) which is a non-resident of Australia and does not become a Lender or receive a payment in carrying on a business in Australia at or through a permanent establishment of the Associate in Australia; or

(b) which is a resident of Australia and which becomes a Lender or receives a payment in carrying on a business in a country outside Australia at or through a permanent establishment of the Associate in that country; and

which does not become a Lender and receive payment in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme (with each such term having the meaning given for the purposes of section 128F of the Tax Act).

“ Original Financial Statements ” means the audited consolidated Financial Statements of the Group for the financial year ended 31 December 2011.

“ Parent ” shall mean Oil States International, Inc.

“ Parent Guarantee Agreement ” shall mean the U.S. Parent Guarantee Agreement in the form attached as Exhibit D.

“ Participant ” has the meaning assigned to such term in Section 9.04(d).

“ Permitted Acquisition ” shall have the meaning assigned to such term in Section 6.04(i).

“ Permitted Investments ” shall mean:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, United States of America, Canada, the United Kingdom, Australia or any other country that is a signatory to the Convention on the Organization for Economic Co-operation and Development (or by any agency, state, province or territory thereof to the extent such obligations are backed by the full faith and credit of such country or applicable state, province or territory), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market and other deposit accounts issued or offered by, any domestic office of any Lender or any commercial bank organized under the laws of the United States of America, Canada, the United Kingdom or Australia or any state, province of territory thereof, that has a combined capital and surplus and undivided profits of not less than U.S.$500,000,000 (or, in the case of any bank that is a Lender, U.S.$200,000,000); and

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above.

“ person ” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“ Platform ” shall have the meaning assigned to such term in Section 5.04.

“ Potential Defaulting Lender ” shall mean, at any time, a Lender that has, or whose parent company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency in the United States or Australia. Any determination that a Lender is a Potential Defaulting Lender will be made by the US Agent in its sole discretion acting in good faith.

“ PPS Act ” shall mean the Personal Property Securities Act 2009 (Commonwealth of Australia).

“ PPS Property ” shall mean all present and after-acquired property in relation to which a Loan Party can be the grantor of a Security Interest under the PPS Act, whether or not that Loan Party has title to the property, including all PPS retention of title property (as defined in 51F of the Corporations Act).

“ PPS Register ” shall mean “register” as defined in the PPS Act.

“ PPS Law ” shall mean: (a) the PPS Act; and (b) the Personal Property Securities Regulations 2010 (Cth) and any regulations made at any time under the PPS Act.

“ Protected Party ” shall mean any Finance Party which is or will be, for or on account of Tax, subject to any liability or required to make any payment in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Loan Document.

“ PTI Australia 1 ” shall mean PTI Holding Company 1 Pty Ltd ACN 146 700 441, a proprietary company incorporated in Australia.

“ PTI Australia 2 ” shall mean PTI Holding Company 2 Pty Ltd ACN 146 700 487, a proprietary company incorporated in Australia.

“ PTI Tax Group ” shall mean the Consolidated Group or the MEC group of which the Borrower is a member.

“ Quotation Day ” shall mean, in relation to any period for which an interest rate is to be determined where the currency is Australian Dollars, the first day of that period.

“ Ratio Date ” means each 31 March, 30 June, 30 September and 31 December of each calendar year, with the first such date being 30 September 2012.

“ Reference Banks ” means Australia and New Zealand Banking Group Limited (ACN 005 357 522), Commonwealth Bank of Australia (ACN 123 123 124), Westpac Banking Corporation (ACN 007 457 141) and National Australia Bank Limited (ACN 004 044 937), or such other banks as may be selected by the Australian Agent in consultation with the Borrower.

“ Register ” shall have the meaning assigned to such term in Section 9.04(c).

“ Related Parties ” shall mean, with respect to any specified person, such person’s Affiliates and the respective partners, directors, officers, employees, agents and advisors of such person and such person’s Affiliates.

“ Release ” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“ Required Lenders ” shall mean, at any time, Lenders having Revolving Commitments representing at least a majority (i.e. greater than 50%) of the sum of the aggregate amount of the Revolving Commitments of all Lenders at such time, or if the Revolving Commitments under this Agreement have been terminated or otherwise reduced to zero, Lenders having Revolving Commitments representing at least a majority of the sum of the aggregate amount of the Revolving Commitments of all Lenders immediately prior to such termination or reduction; provided , however, that if any Lender shall be a Defaulting Lender at such time, then the Revolving Commitments of such Defaulting Lender shall be excluded from the determination of Required Lenders.

“ Responsible Officer ” of any person shall mean any director, executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement or any other Loan Document.

“ Restricted Indebtedness ” shall mean Subordinated Indebtedness of the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

“ Restricted Payment ” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any Subsidiary.

“ Revolving Borrowing ” shall mean the borrowing of Revolving Loans.

“ Revolving Commitment ” shall mean, with respect to each Lender, the commitment of such Lender to (a) make Revolving Loans hereunder, (b) purchase participations in the Aggregate Credit Exposure, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Commitment”, or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (i) reduced from time to time pursuant to Section 2.09 and (ii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of the Revolving Commitments as of the Effective Date is AUD$300,000,000.

“ Revolving Commitment Fee ” shall have the meaning assigned to such term in Section 2.05(a).

“ Revolving Exposure ” shall mean, with respect to any Lender at any time, the sum of (i) the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus (ii) such Lender’s participation in the Aggregate Credit Exposure plus (iii) such Lender’s participation in the aggregate principal amount of outstanding Swing Line Loans.

“ Revolving Loan ” shall mean a loan made by a Lender pursuant to Section 2.01.

“ Revolving Percentage ” of any Lender at any time, subject to any adjustment as provided in Section 2.24(c), the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment; provided that if the Revolving Commitments have terminated, the Revolving Percentages of the Lenders shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

“ Sanctions Laws and Regulations ” means (a) any sanctions, prohibitions or requirements imposed by any executive order (an “ Executive Order ”) or by any sanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“ OFAC ”); and (b) any sanctions measures imposed by the United Nations Security Council, European Union, the United Kingdom or Australia.

“ Secured Obligations ” means (a) Obligations, (b) Banking Services Obligations, (c) Hedging Obligations, and (d) NAB Bilateral Obligations.

“ Secured Party ” means (a) any Finance Party, (b) any Lender and Affiliate of any Lender who are owed Hedging Obligations (and any Person who was, at the time the applicable Hedging Agreement was entered into, a Lender or an Affiliate of a Lender), (c) any Lender or any Affiliate of a Lender who are owed Banking Services Obligations, or (d) the NAB Lender under the NAB Bilateral Agreement.

“ Security Agreement ” shall mean the Security Agreement dated on or about the date of this Agreement, among the Borrower, the Subsidiaries party thereto and the Security Trustee for the benefit of the Secured Parties.

“ Security Documents ” shall mean the Security Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.09 or any other provision of this Agreement.

“ Security Interest ” shall mean a mortgage, deed of trust, charge, pledge, lien, hypothec, encumbrance, security interest, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favour of any person, including the interest of a vendor or a lessor under any conditional sale agreement, capital or finance lease or title retention agreement, but excluding any transfer of an “account” or “chattel paper”, any “commercial consignment” or any “PPS lease” which, in any case, does not secure the payment of money or performance of obligations. The words in inverted commas have the same meaning in this definition as in the PPS Act.

“ Security Trust Deed ” means the deed poll entitled “Security Trust Deed” dated on or about the date of this Agreement by the Security Trustee.

“ Security Trustee ” shall mean the person referred to as such in the Preamble to this Agreement or any person from time to time acting as in the capacity of “Security Trustee” under this Agreement.

“ Solvent ” shall mean, with respect to any person, (a) as to the Parent or to any other Loan Party incorporated in the United States of America, the fair value of the assets of such person exceeds its debts and liabilities, contingent or otherwise; (b) as to the Parent or to any other Loan Party incorporated in the United States of America, the present fair saleable value of the property of such person are greater than the amount that will be required to pay the probable liability associated with its debts and other liabilities, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) as to each Loan Party, such person is able to pay its debts and liabilities, contingent or otherwise, as such debts and liabilities become absolute and matured or due; and (d) as to the Parent, such person does not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date.

“ S&P ” shall mean Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc., or any successor thereof which is a nationally recognized statistical rating organization in the United States and Australia.

“ SPC ” shall have the meaning assigned to such term in Section 9.04(g).

“ Subordinated Indebtedness ” shall mean Indebtedness of a Loan Party that is subordinated to the prior payment in full of the Obligations on terms reasonably satisfactory to the US Agent.

“ subsidiary ” shall mean, with respect to any person (herein referred to as the “ parent ”), any corporation, partnership, association or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, “ Subsidiary ” means a subsidiary of the Borrower.

“ Subsidiary Guarantee Agreement ” shall mean the Subsidiary Guarantee Agreement, substantially in the form of Exhibit E, between the Subsidiary Guarantors and the Security Trustee for the benefit of the Secured Parties.

“ Subsidiary Guarantor ” shall mean each Subsidiary of the Borrower listed on Schedule 1.01, and each other Wholly Owned Subsidiary that is or becomes a party to the Subsidiary Guarantee Agreement.

“ Swing Line Borrowing ” shall mean a borrowing of a Swing Line Loan pursuant to Section 2.23(a).

“ Swing Line Lender ” shall mean (i) with respect to the Swing Line Sublimit, JPMCB in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.23(c), the Lenders.

“ Swing Line Loan ” has the meaning assigned to such term in Section 2.23(a).

“ Swing Line Payment Date ” shall mean the earlier to occur of (a) three (3) Business Days after demand is made by the Swing Line Lender if no Default or Event of Default exists, and otherwise upon demand by the Swing Line Lender and (b) the Maturity Date.

“ Swing Line Sublimit ” shall mean AUD$10,000,000. The Swing Line Sublimit is part of, and not in addition to, the Revolving Commitments.

“ Synthetic Purchase Agreement ” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than the Borrower or any Subsidiary of any Equity Interest or Restricted

Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

“ Tax ” shall mean any and all present or future tax, levy, impost, duty, deduction, assessment, charge, liability or withholding imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tax Act ” shall mean the Income Tax Assessment Act 1936 (Commonwealth of Australia)

“ Tax Act 1997 ” shall mean the Income Tax Assessment Act 1997 (Commonwealth of Australia).

“ Tax Credit ” shall mean a credit against, relief or remission for, or repayment of any Tax.

“ Tax Deduction ” shall mean a deduction or withholding for or on account of Tax from a payment under a Loan Document.

“ Tax Payment ” shall mean a payment made by the Borrower to any Finance Party under Section 2.20(a) (Tax Gross-up) or a payment under Section 2.20(b) (Tax Indemnity).

“ Termination Date ” shall mean the earlier of the Maturity Date and the termination of the Revolving Commitment of such Lender in accordance with the terms hereof.

“ TFA ” shall mean (i) the agreement entitled “PTI Group Tax Funding Agreement” dated 19 April 2011 between members of PTI Tax Group, and (ii) any amendment, restatement or replacement of such tax funding agreement, as not restricted by this Agreement.

“ Total Debt ” shall mean, at any time, the Indebtedness of the Borrower and its Subsidiaries at such time (excluding Indebtedness of the type described in clause (i) of the definition of such term, except to the extent of any unreimbursed drawings thereunder).

“ Third Party Leases ” shall mean (a) leasehold property or interest of a Loan Party of land as to which an Affiliate Australian Land Company is not the registered proprietor of such land and (b) leasehold property or interest of an Affiliate Australian Land Company of land as to which a Loan Party also has rights through a sublease, license or other agreement with such Affiliate Australian Land Company.

“ Total Revolving Commitment ” shall mean, at any time, the aggregate amount of the Revolving Commitments, as in effect at such time.

“ Transactions ” shall mean, collectively, (a) the entering by the Loan Parties into Loan Documents to which they are to be a party and (b) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“ TSA ” shall mean (i) the agreement entitled “PTI Group Tax Sharing Agreement” dated 19 April 2011 between the members of PTI Tax Group, and (ii) any amendment, restatement or replacement of such tax sharing agreement, as not restricted by this Agreement.

“ Type ”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rate ” shall include LIBOR and BBSY.

“ US Agent ” shall mean the person referred to as such in the Preamble to this Agreement or any person from time to time acting as in the capacity of “US Agent” under this Agreement.

“ U.S. Dollar Equivalent ” shall mean, on any date of determination, with respect to any amount in Australian Dollars, the equivalent in U.S. Dollars of such amount, using the Exchange Rate in effect.

“ U.S. Dollars ”, “ U.S. $” or “ $ ” shall mean lawful money of the United States of America.

“ USD Revolving Loans ” shall mean Revolving Loans denominated in U.S. Dollars.

“ USD Swing Line Loans ” shall mean Swing Line Loans denominated in U.S. Dollars.

“ U.S. Parent Credit Agreement ” shall mean certain Amended and Restated Credit Agreement dated as of December 10, 2010, among Parent, PTI Group Inc. and PTI Premium Camp Services Ltd., as borrowers, the lenders party thereto, Wells Fargo Bank, N.A., as administrative agent and U.S. collateral agent and Royal Bank of Canada, as Canadian administrative agent and Canadian collateral agent, as heretofore and hereafter amended, supplemented or otherwise modified from time to time.

“ Utilization ” shall have the meaning assigned to such term in Section 4.01.

“ Wholly Owned Subsidiary ” of any person shall mean (a) any subsidiary of such person of which securities or other ownership interests representing 100% of the equity or 100% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held by such person or one or more wholly owned subsidiaries of such person or by such person and one or more wholly owned subsidiaries of such person or (b) any subsidiary that is organized in a foreign jurisdiction and is required by the applicable laws and regulations of such foreign jurisdiction to be partially owned by the government of such foreign jurisdiction or individual or corporate citizens of such foreign jurisdiction, provided that such person, directly or indirectly, owns the remaining Equity Interests in such subsidiary and, by contract or otherwise, controls the management and business of such subsidiary and derives economic benefits of ownership of such subsidiary to substantially the same extent as if such subsidiary were a wholly owned subsidiary .

SECTION 1.02 Terms Generally . The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as

the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however , that if the Borrower notifies the Australian Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Australian Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

SECTION 1.03 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Type ( e.g. , a “USD Revolving Loan”), and Borrowings also may be classified and referred to by Type ( e.g. , a “USD Revolving Borrowing”).

SECTION 2.01 Revolving Commitments . Subject to the terms and conditions and relying upon the representations and warranties herein set forth:

(a) each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time on or after the Effective Date, and until the Termination Date, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment;

(b) the Swing Line Lender agrees to make Swing Line Loans to the Borrower in accordance with Section 2.23; and

(c) within the limits set forth in the preceding clause (a) of this Section 2.01 and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02 Loans . (a) Each Revolving Borrowing shall consist of Revolving Loans made by the Lenders ratably in accordance with their Revolving Percentages; provided , however , that the failure of any Lender to make any Revolving Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Revolving Borrowings deemed made pursuant to Section 2.02(g), each Revolving Borrowing shall be in an aggregate principal amount that is (i) in the case of an AUD Revolving Borrowing, an integral multiple of AUD$1,000,000 and in a minimum amount of AUD$3,000,000 or equal to the remaining available balance of the Total Revolving Commitment, (ii) in the case of a USD Revolving Borrowing, an integral multiple of U.S.$1,000,000 and in a minimum amount of U.S.$5,000,000 or equal to the U.S. Dollar Equivalent of the remaining available balance of the Total Revolving Commitment.

(b) Subject to Sections 2.08 and 2.14, (i) each Revolving Borrowing shall be denominated in U.S. Dollars or in Australian Dollars as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any USD Revolving Loan or AUD Revolving Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement or cause the Borrower to incur any cost under Section 2.20 that would not have been incurred but for the exercise of such option. Borrowings of more than one Type may be outstanding at the same time; provided , however , that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than (x) ten USD Revolving Borrowings outstanding hereunder at any time, (y) ten AUD Revolving Borrowings outstanding hereunder at any time or (z) four AUD Revolving Borrowings being made in any calendar month. For purposes of the foregoing, Revolving Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Revolving Borrowings.

(c) Except with respect to Loans made pursuant to Section 2.02(g), each Lender making Loans to the Borrower shall make each such Loan to be made by it hereunder for value on the proposed date thereof in immediately available funds to such account as the Australian Agent may designate not later than 12:00 noon (Sydney Time) and the Australian Agent shall promptly credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request.

(d) Unless the Australian Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Australian Agent such Lender’s Revolving Percentage of such Borrowing, the Australian Agent may assume that such Lender has made such portion available to the Australian Agent on the date of such Borrowing in accordance with paragraph (c) above and the Australian Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Australian Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Australian Agent, such Lender and the Borrower severally agree to repay to the Australian Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Australian Agent at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to such Borrowing, and (ii) in

the case of such Lender, the rate determined by the Australian Agent to reflect its cost of funds. If the Borrower and such Lender shall pay such interest to the Australian Agent for the same or an overlapping period, the Australian Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender shall repay to the Australian Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement; provided , however , that the foregoing does not constitute a waiver by the Borrower of any claim for damages permitted hereunder and attributable to such Lender. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Australian Agent.

(e) Unless the Australian Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Australian Agent for the account of the Lenders, the Issuing Bank or the Swing Line Lender hereunder that the Borrower will not make such payment, the Australian Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the Issuing Bank or the Swing Line Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, the Issuing Bank or the Swing Line Lender, as the case may be, severally agrees to repay to the Australian Agent forthwith on demand the amount so distributed to such Lender, the Issuing Bank or the Swing Line Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Australian Agent, at the rate determined by the Australian Agent to reflect its cost of funds. Nothing in this provision affects the liabilities owed by the Borrower to any person under this Agreement.

(f) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

(g) If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.22(e) within the time specified in such Section, the Issuing Bank will promptly notify the Australian Agent of such Credit Disbursement and the Australian Agent will promptly notify each Lender of such Credit Disbursement, the relevant currency in which made and its payment obligation in respect thereof. Each such Lender shall pay in immediately available funds to the Australian Agent not later than 2:00 p.m. (Sydney Time) on third business day after such Lender has received such notice , an amount equal to such Lender’s notified payment amount in the same currency as such Credit Disbursement (it being understood that (i) such amount if in Australian Dollars shall be deemed to constitute an AUD Revolving Loan of such Lender with an Interest Period of one month commencing on the date such funds are due to the Australian Agent, (ii) such amount if in U.S. Dollars shall be deemed to constitute a USD Revolving Loan with an Interest Period of one month commencing on the date such funds are due to the Australian Agent, and (iii) such payment shall be deemed to have reduced the Aggregate Credit Exposure), and the Australian Agent will promptly pay to the Issuing Bank amounts so received by it from such Lenders. The Australian Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.22(e) prior to the time that any Lender makes any payment pursuant to this paragraph (g); any such amounts received by the Australian Agent thereafter will be promptly remitted by the Australian Agent to

the Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear. Notwithstanding the fact that the payment required to be made by a Lender pursuant to this paragraph (g) is not due until the third business day after notice, each Lender and the Borrower severally agree to pay interest on the amount of Credit Disbursement made, for each day from and including the date such Credit Disbursement is made to but excluding the date such amount is paid, to the Australian Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the default rate pursuant to Section 2.07 (assuming that such amount due is a Loan in the relevant currency with an Interest Period of one month commencing on the third Business Day after such Credit Disbursement is made), and (ii) in the case of such Lender, at the rate determined by the Issuing Bank to reflect its cost of funds; provided , however , that (A) the foregoing does not constitute a waiver by the Borrower of any claim for damages permitted hereunder and attributable to such Lender and (B) the foregoing interest provided to be paid by the Lenders shall not be due to the extent and for the period the Borrower has paid the interest required under the preceding clause (i).

SECTION 2.03 Borrowing Procedure . (a) In order to request a Borrowing (other than a deemed Borrowing pursuant to Section 2.02(g) or a Swing Line Borrowing as to which this Section 2.03 shall not apply), the Borrower shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Australian Agent a duly completed Borrowing Request not later than 11:00 a.m. (Sydney Time) three Business Days before the proposed Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of a Responsible Officer of the Borrower and shall specify the following information: (i) whether the Borrowing being requested is to be a USD Revolving Borrowing or an AUD Revolving Borrowing; (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) the Interest Period; provided , however , that, notwithstanding any contrary specification in any Borrowing Request, each requested Revolving Borrowing shall comply with the requirements set forth in Section 2.02. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an AUD Revolving Borrowing. If no Interest Period is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Australian Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

SECTION 2.04 Evidence of Debt; Repayment of Loans .

(a) The Borrower hereby unconditionally promises to pay to the Australian Agent for the account of each Lender holding Revolving Loans the then unpaid principal amount of each such Revolving Loan of such Lender in the same currency as such Loan on the Maturity Date.

(b) The Borrower shall repay each Swing Line Loan in the same currency as such Loan on the Swing Line Payment Date.

(c) Each Loan shall bear interest from and including the date made on the outstanding principal balance thereof as set forth in Section 2.06.

(d) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid such Lender from time to time under this Agreement, and the purchases and sales by such Lender of participations in Credits and Swing Line Loans.

(e) The Australian Agent shall maintain accounts in which they will record (i) the amount of each Loan made hereunder, the Type and currency thereof and the Interest Period applicable thereto, (ii) the amount of outstanding Credits and the Aggregate Credit Exposure, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Australian Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.

(f) The entries made in the accounts maintained pursuant to paragraphs (d) and (e) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided , however , that the failure of any Lender or the Australian Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(g) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note or promissory notes payable to such Lender and in a form and substance reasonably acceptable to the US Agent and the Borrower; provided that such promissory notes may not be transferable. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein.

SECTION 2.05 Fees . (a) The Borrower agrees to pay to each Lender, through the Australian Agent, on the last Business Day of March, June, September and December in each year, a commitment fee (the “ Revolving Commitment Fee ”) equal to the Applicable Percentage on the daily unused amount of that Lender’s Revolving Commitment during the quarter ending prior to (and not on such) last Business Day. The Revolving Commitment Fee shall be computed on the basis of the actual number of days elapsed in a year of 365 days. The Revolving Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the applicable Revolving Commitment of such Lender shall expire or be terminated as provided herein. For the avoidance of doubt, the outstanding principal amount of Swing Line Loans shall not be deducted from the Revolving Commitments when calculating the commitment fee under this Section 2.05(a).

(b) The Borrower agrees to pay to each Agent and the Lead Arranger, for its own account, the administration, agency, security trustee, arrangement and other fees separately agreed to from time to time by the Borrower and such Agent or the Lead Arranger, including, without limitation, the fees (and expenses) set forth in the Fee Letter.

(c) The Borrower agrees to pay to each Lender, through the Australian Agent, on the last Business Day of March, June, September and December of each year, commencing with the first such date to occur after the Effective Date, and on the date on which the Revolving Commitment of such Lender shall be terminated as provided herein, a fee (the “ Credit Participation Fee ”) calculated on such Lender’s participation in the daily Aggregate Credit Exposure (in each case determined in accordance with this Agreement and excluding the portion thereof attributable to unreimbursed Credit Disbursements) during the preceding quarter (or shorter period commencing with the Effective Date or ending with the Maturity Date or the date on which all Credits have been canceled or have expired and the Revolving Commitments of all Lenders shall have been terminated) at a rate equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Borrowings comprised of USD Revolving Loans pursuant to Section 2.06. The Borrower agrees to pay to the Issuing Bank with respect to each Credit, (A) a fronting fee for such Credit equal to the greater of (1) AUD$600 and (2) 0.125% of the initial stated amount (or Australian Dollar Equivalent thereof) of such Credit (or, with respect to any subsequent increase to the stated amount of any such Credit, such increase in the stated amount, and with respect to any extension of such Credit, the stated amount (or Australian Dollar Equivalent thereof) as of the extension date thereof), such fee to be payable on the date of issuance, increase or extension of such Credit, and (B) issuance, payment, amendment and transfer fees specified from time to time by the Issuing Bank (collectively, the “ Issuing Bank Fees ”). All Credit Participation Fees and, unless otherwise agreed by the Issuing Bank affected thereby, Issuing Bank Fees, shall be computed on the basis of the actual number of days elapsed in a year of 365 days.

(d) All Fees shall be paid on the dates due, in immediately available funds in Australian Dollars, to the Australian Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, absent manifest error, none of the Fees shall be refundable under any circumstances.

SECTION 2.06 Interest on Loans .

(a) Subject to the provisions of Section 9.09, the AUD Revolving Loans comprising each AUD Revolving Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to BBSY plus the Applicable Percentage in respect of AUD Revolving Loans in effect from time to time.

(b) Subject to the provisions of Section 9.09, the USD Revolving Loans comprising each USD Revolving Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to LIBOR for the Interest Period in effect for such Borrowing plus the Applicable Percentage in respect of USD Revolving Loans in effect from time to time.

(c) Subject to the provisions of Section 9.09, each Swing Line Loan shall bear interest at the Cost of Funds Rate.

(d) Interest on each Loan shall be payable to the Australian Agent on the Interest Payment Dates applicable to such Loan in the same currency as such Loan. The applicable BBSY and LIBOR shall be determined by the Australian Agent, and such determination shall be conclusive absent manifest error.

(e) The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

SECTION 2.07 Default Interest . If the Borrower shall default in the payment of the principal of or interest on any Loan or any other amount becoming due hereunder, by acceleration or otherwise, or under any other Loan Document, the Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount to but excluding the date of actual payment (after as well as before judgment) (a) in the case of overdue principal, at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum (subject to Section 9.09) and (b) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 days) equal to the rate that would be applicable to an AUD Revolving Loan with an Interest Period of one month commencing on the date such amount became overdue plus 2.00% (subject to Section 9.09).

SECTION 2.08 [Reserved.] .

SECTION 2.09 Termination and Reduction of Revolving Commitments

(a) The Revolving Commitments shall automatically terminate on the Maturity Date.

(b) Upon at least three Business Days’ prior irrevocable written, fax or electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) notice to the Australian Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Revolving Commitments; provided , however , that each partial reduction of the unused Revolving Commitments shall be in an integral multiple of AUD$1,000,000.

(c) Each reduction in the Revolving Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Percentages. The Borrower shall pay to the Australian Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Revolving Commitment Fee on the amount of the Revolving Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

SECTION 2.10 Conversion and Continuation of Revolving Borrowings .

(b) The Borrower shall have the right at any time upon prior irrevocable notice to the Australian Agent (i) not later than 11:00 a.m. (Sydney Time) three Business Days prior to the last day of the applicable Interest Period, to continue any USD Revolving Borrowing for an additional Interest Period and (iii) not later than 11:00 a.m. (Sydney Time) three Business Days prior to the last day of the applicable Interest Period, to convert the Interest Period with respect to any USD Revolving Borrowing to another permissible Interest Period.

(c) Each conversion or continuation described in this Section 2.10 shall be subject to the following:

(i) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the USD Revolving Loans comprising the converted or continued USD Revolving Borrowing;

(ii) if less than all the outstanding principal amount of any USD Revolving Borrowing shall be converted or continued, then each resulting USD Revolving Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b), regarding the principal amount and maximum number of USD Revolving Borrowings of the relevant Type;

(iii) each conversion shall be effected by each Lender and the Australian Agent by recording for the account of such Lender the new Interest Period for such USD Revolving Borrowing resulting from such conversion; accrued interest on any USD Revolving Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;

(iv) any portion of a USD Revolving Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a USD Revolving Borrowing and must be repaid and the end of the applicable Interest Period;

(v) upon notice to the Borrower from the Australian Agent given at the request of the Required Lenders after the occurrence and during the continuance of a Default or Event of Default, no outstanding Revolving Loan may be converted into a USD Revolving Borrowing with another permissible Interest Period, or continued as, a USD Revolving Loan and must be repaid and the end of the applicable Interest Period; and

(vi) notwithstanding anything to the contrary herein, (A) a Swing Line Loan may not be converted to a Revolving Loan or Revolving Borrowing, (B) a USD Revolving Borrowing may not be converted in whole or in part into a AUD Revolving Borrowing, and (C) a AUD Revolving Borrowing may not be converted in whole or in part into a USD Revolving Borrowing.

Each notice pursuant to this Section 2.10 shall be irrevocable, shall be hand delivered, faxed or sent by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) and shall refer to this Agreement and specify the identity and amount of the Borrowing that the Borrower requests be continued, and the Interest Period with respect to such Borrowing. If no Interest Period is specified in any such notice with respect to any continuation of a USD Revolving Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Australian Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any USD Revolving Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to

convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued as a USD Revolving Borrowing and the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

SECTION 2.11 Optional Prepayment . (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon written, fax or electronic communication (e-mail) (or by telephone notice promptly confirmed by written, fax or electronic communication (e-mail)) delivered to the Australian Agent by 11:00 a.m. (Sydney Time) at least three Business Days prior to the date designated for such prepayment, in the case of any prepayment of a USD Revolving Borrowing or an AUD Revolving Borrowing; provided , however , that each partial prepayment shall be in an amount that is a minimum amount of U.S.$5,000,000 or an integral multiple of U.S.$1,000,000 in excess thereof (or AUD$3,000,000 and AUD$1,000,000 respectively, in the case of Borrowings denominated in Australian Dollars). The Australian Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.11 and of each Lender’s portion of such prepayment.

(b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Australian Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Australian Agent not later than 11:00 a.m. (Sydney Time) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of AUD$100,000.

(c) Each notice of prepayment shall specify (i) the amount to be prepaid, (ii) the prepayment date and (iii) the Type of Loans to be prepaid and shall commit the Borrower to prepay such obligations by the amount specified therein on the date specified therein. All prepayments pursuant to this Section 2.11 shall be subject to Section 2.15, but shall otherwise be without premium or penalty.

SECTION 2.12 Mandatory Prepayments . In the event of any termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all the outstanding Revolving Loans and repay or replace all outstanding Credits and/or deposit an amount equal to the Aggregate Credit Exposure, in cash in a cash collateral account established with the Security Trustee (or its nominee) for the benefit of the Secured Parties. In the event of any partial reduction of the Revolving Commitments, then (i) at or prior to the effective date of such reduction, the Australian Agent shall notify the Borrower and the Lenders of the aggregate Revolving Exposure, and (ii) if the aggregate Revolving Exposure would exceed the Total Revolving Commitment, after giving effect to such reduction, then the Borrower shall, on the date of such reduction, first repay or prepay Revolving Borrowings and, second replace or cash collateralize outstanding Credits in an amount sufficient to eliminate such excess .

SECTION 2.13 Increased Costs; Capital Requirements . (a) Notwithstanding any other provision of this Agreement, if any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended or participated in by any Lender, or Issuing Bank, (ii) subject any Lender or the Issuing Bank to any tax of any kind

whatsoever with respect to this Agreement, any Credit, any participation in a Credit or Swing Line Loan, or any USD Revolving Loan or AUD Revolving Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Taxes covered by the Borrower under Section 2.20 and the imposition of, or any change in the rate of, any Tax otherwise payable by such Lender or the Issuing Bank(including any Taxes that would have been covered under Section 2.20 but for one of the exclusions in Section 2.20(b)(ii)); or (iii) impose on any Lender or Issuing Bank or any relevant interbank market, any other condition, cost or expense affecting this Agreement or USD Revolving Loans or AUD Revolving Loans made by such Lender or any Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or Issuing Bank of making or maintaining any USD Revolving Loan or AUD Revolving Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Credit (as relevant) or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made by, or participations in Credits or Swing Line Loans held by, such Lender pursuant hereto, the Credits issued by the Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to

compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender or Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120 day period. The protection of this Section shall be available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

SECTION 2.14 Change in Legality . (a) If it becomes unlawful or impossible as a result of a Change in Law for a Lender to perform any of its obligations as contemplated by the Loan Documents or to fund or maintain its participation in any Loan or Credit:

(b) that Lender shall promptly notify the Australian Agent upon becoming aware of that event;

(c) upon the Australian Agent notifying the Borrower, the Revolving Commitment of that Lender will be immediately cancelled; and

(d) the Borrower shall repay that Lender’s participation in each Revolving Loan and Credit on the thirtieth day after the Australian Agent has notified the Borrower (or, in the case of any Revolving Loan, the last day of its Interest Period); or if earlier, the date specified by the Lender in the notice delivered to the Australian Agent (being no earlier than the last day of any applicable grace period permitted by law).

SECTION 2.15 Breakage Costs . The Borrower hereby indemnifies each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Revolving Loan prior to the end of the Interest Period in effect therefor, including, without limitation, as a result of any prepayment, the acceleration of the maturity of the Obligations or for any other reason, (ii) the conversion of the Interest Period with respect to any Revolving Loan other than on the last day of the Interest Period in effect therefor, (iii) any Revolving Loan to be made by such Lender not being made after notice of such Loan shall have been given (or deemed given) by the Borrower hereunder (or by the Australian Agent hereunder) or (iv) other than with respect to any Defaulting Lender, any assignment of a Revolving Loan is made other than on the last day of the Interest Period for such Loan as a result of a request by the Borrower pursuant to Section 2.21 (any of the events referred to in this clause (a) being called a “ Breakage Event ”) or (b) any default in the making of any payment or prepayment required to be made hereunder. In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Revolving Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period. A certificate

of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower and the Australian Agent and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

SECTION 2.16 Market Disruption .

(a) Absence of Quotations . Subject to Section 2.16(b) (Market disruption), if BBSY is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 10:30 a.m. on the Quotation Day, the applicable BBSY shall be determined on the basis of the quotations of the remaining Reference Banks.

(b) Market Disruption .

(i) If the Australian Agent determines that a Market Disruption Event (defined below) occurs in relation to a Revolving Borrowing for any Interest Period, then it shall promptly notify the Borrower and the Lenders, and the rate of interest on each Affected Lender’s (defined below) share in that Revolving Borrowing for the Interest Period shall be the rate per annum which is the sum of:

(A) the Applicable Percentage, and

(B) the rate notified to the Australian Agent by that Affected Lender as soon as practicable and in any event no later than the Business Day 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 that Affected Lender of funding its share in that Revolving Borrowing from whatever source or sources it may reasonably select.

(ii) Each Lender shall determine the rate notified by it under Section 2.16(b)(i)(B) above in good faith. The rate so notified and any notification under Section 2.16(b)(iii) below, will be conclusive and binding on the parties in the absence of manifest error.

(iii) In this Agreement “ Market Disruption Event ” means:

(A) in the case of AUD Revolving Borrowing, at or about noon (Sydney Time) on the Quotation Day for the relevant Interest Period the rate referred to in paragraph (a) of the definition of “BBSY” in Section 1.01 is not available and none or only one of the Reference Banks supplies a rate to the Australian Agent to determine BBSY for the relevant period (in which case each Lender participating in the AUD Revolving Borrowing will be an “Affected Lender”);

(B) in the case of USD Revolving Borrowing, at or about noon (London Time) two London Business Days prior to the first day of the relevant Interest Period, the Australian Agent is unable to determine LIBOR for such USD Revolving Borrowing (in which case each Lender participating in the USD Revolving Borrowing will be an “Affected Lender”);

(C) in the case of AUD Revolving Borrowing, before 5pm (Sydney Time) on the Business Day after the Quotation Day for the relevant Interest Period, the Australian Agent receives notifications from a Lender or Lenders that will hold in aggregate more than 40% of the AUD Revolving Borrowing, that as a result of market circumstances not limited to it the cost to it of funding its participation in such Revolving Borrowing is or would be in excess of BBSY (in which case an “Affected Lender” will be each Lender which gives such a notification); or

(D) in the case of USD Revolving Borrowing, before 5pm (Sydney Time) on the first Business Day of the relevant Interest Period, the Australian Agent receives notifications from a Lender or Lenders that will hold in aggregate more than 40% of the relevant USD Revolving Borrowing, that as a result of market circumstances not limited to it:

(in which case an “Affected Lender” will be a Lender which gives such a notification).

(c) Alternative Basis of Interest or Funding.

(i) If a Market Disruption Event occurs and the Australian Agent or the Borrower so requires, the Australian Agent 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 for the Revolving Loans.

(ii) Any alternative basis agreed pursuant to clause (i) above shall only apply, with the prior consent of all the Lenders and the Borrower, and then shall be binding on all parties.

(iii) The Australian Agent shall promptly inform the Borrower and each Lender of any alternative basis agreed under this clause (iii).

(d) The Australian Agent’s role and Confidentiality .

(i) The Australian Agent shall promptly notify the Borrower:

(A) on request any rate, or other information notified or specified by a Lender under this Section 2.16; and

(B) if there is a Market Disruption Event under Section 2.16(b)(iii)(C) or (D) the identity of any Lender or Lenders giving a notification under that Section 2.16(b)(iii)(C) or (D).

(ii) Each of the Australian Agent and the Borrower shall keep confidential and not disclose to any other Lender or any other person except the Borrower, any information relating to a Lender described in Section 2.16(d)(i). The Australian Agent shall ensure that its officers and employees involved in performing its functions as Australian Agent keep that information confidential and do not disclose it or allow it to be available to any other person or office within the Australian Agent. However, the Australian Agent, the Borrower or their officers or employees may disclose such information (A) to the extent required by any applicable law or regulation or (B) to the extent it reasonably deems necessary in connection with any actual or contemplated proceedings or a claim.

(iii) A Lender who gives a notification under Section 2.16(b)(iii)(C) or (D) at any time before 11:00 a.m. (Sydney Time) on the Business Day after the relevant Quotation Day may in that notification request the Australian Agent to notify each other Lender that it has received a notification under Section 2.16(b)(iii)(C) or (D) (without giving details) and the Australian Agent shall promptly comply with the request.

SECTION 2.17 [Reserved.]

SECTION 2.18 Sharing of Setoffs .

(a) Each Lender (“ Recovering Finance Party ”) agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Insolvency Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Revolving Exposure as a result of which the unpaid portion of its Revolving Exposure shall be proportionately less than the unpaid portion of the Revolving Exposure of any other Lender, (i) it shall notify the Australian Agent of the details of such payment within three (3) Business Days, (ii) the Australian Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Administrative Agent and distributed in accordance with Section 2.19 (Payments), without taking account of any Tax which would be imposed on the Australian Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Finance Party shall, within three (3) Business Days of demand by the Australian Agent, pay to the Australian Agent an amount (the “ Sharing Payment ”) equal to such receipt or recovery less any amount which the Australian Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Section 2.19 (Payments).

(b) The provisions of Section 2.18(a) shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in the Aggregate Credit Exposure or the Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of Section 2.18(a) shall apply).

(c) Each Loan Party expressly consents to the arrangements set forth in Section 2.18(a) above and agrees, to the extent it may effectively do so under applicable law, that any Lender holding a participation in a Loan or the Aggregate Credit Exposure pursuant to the foregoing arrangements may exercise against each Loan Party any and all rights of banker’s lien, setoff or counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

SECTION 2.19 Payments . (a) The Borrower shall make each payment (including principal of or interest on any Borrowing or any Credit Disbursement or any Fees or other amounts) hereunder and under any other Loan Document not later than 12:00 noon (Sydney Time) on the date when due in immediately available funds in Australian Dollars (or U.S. Dollars, in the case of payments relating to Revolving Commitments, Loans and Credits denominated in U.S. Dollars), without setoff, defense or counterclaim. Each such payment (other the Issuing Bank Fees, which shall be paid directly to the Issuing Bank) shall be made to the office of the Australian Agent designated by the Australian Agent. The Australian Agent shall promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees (other than amounts payable solely to any Agent, a specific Issuing Bank, or a specific Lender pursuant to Section 2.05, 2.08, 2.13, 2.14, 2.15, 2.20, or 9.05, but after taking into account payments effected pursuant to Section 9.05(a)) in accordance with each Lender’s entitlement thereto in accordance with this Agreement, to the Lenders for the account of their respective applicable lending offices, and like funds relating to the payment of any other amount payable to any Lender, Agent or Issuing Bank to such Lender, Agent or Issuing Bank for the account of its lending office (if applicable), in each case to be applied in accordance with the terms of this Agreement.

(b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

SECTION 2.20 Taxes .

(i) The Borrower shall make all payments to be made by it under the Loan Documents without any Tax Deduction unless such Tax Deduction is required by law.

(ii) The Borrower or a Finance Party shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Australian Agent accordingly. If the Australian Agent receives such notification from any Finance Party it shall notify the Borrower.

(iii) If a Tax Deduction is required by law to be made by the Borrower or an Agent (as permitted under clause (iv) below) (except in relation to a Tax described in Section 2.20(b)(ii) (Tax Indemnity), the Borrower shall pay an additional amount together with the payment so that, after making any Tax Deduction, such Finance Party receives an amount equal to the payment which would have been due if no Tax Deduction had been required.

(iv) If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. If any applicable law (as determined in the good faith discretion of the US Agent) requires the deduction or withholding of any Tax from any payment by or on account of any obligation of a Loan Party by an Agent, then such applicable Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

(v) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Australian Agent for the Finance Party entitled to the payment evidence satisfactory to that Finance Party, acting reasonably, that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(b) Tax Indemnity .

(i) The Borrower shall (within three (3) Business Days of demand by the Australian Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Loan Document or a transaction or payment under it.

(ii) Clause (i) of this Section 2.20(b) shall not apply with respect to any Tax assessed on a Finance Party:

(A) if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Finance Party: (1) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or (2) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction;

(B) which is Australian Withholding Tax and which arises (1) in respect of any interest paid to a Lender that is an Offshore Associate of the Borrower, or (2) as a result of there being less than two Lenders under this Agreement;

(C) which arises from the failure of (1) a Lender whose Facility Office is located in Australia, or (2) a Finance Party that is making, or proposes to make, a supply under a Loan Document to the Borrower in the course or furtherance of an enterprise carried on in Australia by that Finance Party, to provide the Borrower with its tax file number or Australian business number or exemption details the Borrower may reasonably require to establish that no Tax Deduction is required;

(D) which arises in respect of any withholding or deduction on account of the Borrower receiving a direction under section 255 of the Tax Act or section 260-5 of Schedule 1 to the Taxation Administration Act 1953 (Commonwealth of Australia) or any similar law;

(E) to the extent the relevant loss, liability or cost is compensated for by an increased payment under Section 2.20(a) (Tax gross-up);

(F) any U.S. federal withholding Taxes imposed under FATCA;

(G) any U.S. federal backup withholding Tax; or

(H) to the extent the Tax is GST and the relevant loss, liability or cost is referable to any input tax credit or reduced input tax credit (as defined for GST purposes) to which the Finance Party or a related party of the Finance Party is entitled.

(iii) A Protected Party making or intending to make a claim pursuant to clause (i) of this Section 2.20(b) shall promptly notify the Australian Agent of the event which will give, or has given, rise to the claim, following which the Australian Agent shall notify the Borrower.

(iv) A Protected Party shall, on receiving a payment from the Borrower under this Section 2.20(b), notify the Australian Agent.

(c) Tax Credit . If the Borrower makes a Tax Payment and the relevant Finance Party determines in its absolute discretion that (i) a Tax Credit is attributable to that Tax Payment and (ii) a Finance Party has obtained, utilised and retained that Tax Credit, then, subject to Section 2.20(e) (Conduct of Business by the Finance Parties), the Finance Party shall pay an amount to the Borrower which that Finance Party determines in its absolute discretion will leave it (after that payment) in the same after-Tax position as it would have been in had the circumstances not arisen which caused the Tax Payment to be required to be made by the Borrower.

(d) Stamp Duties and Taxes . The Borrower shall pay, and within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to, all stamp duty, registration and other similar Taxes payable in respect of any Loan Document.

(e) Conduct of Business by the Finance Parties . No provision of this Agreement will: (a) interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit; (b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or (c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

(i) Unless expressly stated otherwise in the relevant Loan Document, the consideration payable for any supply made by or through a Finance Party under or in connection with any Loan Document does not include GST.

(ii) If GST is payable in respect of any supply made by or through a Finance Party (a “ Supplier ”) under or in connection with any Loan Document (“ GST Liability ”) then:

(A) where consideration is provided by a party (“ Recipient ”) in relation to that supply, the Recipient will pay an additional amount to the Supplier equal to the full amount of the GST Liability; and

(B) except where the foregoing clause (A) applies, the Borrower will indemnify and keep the Supplier indemnified for the full amount of the GST Liability.

However, (1) the relevant Recipient or the Borrower, as applicable, need not pay the additional amount on account of the GST Liability to a Supplier until that Supplier gives the Recipient or the Borrower, as applicable, a tax invoice complying with the relevant law relating to any payment made to that Supplier in accordance with this Section 2.20(f)(ii) and (2) if an adjustment event arises in respect of any supply made by or through a Finance Party under or in connection with any Loan Document and (if required by law) the Finance Party gives the Recipient or the Borrower, as applicable, a valid adjustment note, the additional amount must be adjusted to reflect the adjustment event and the Recipient or the Supplier (as the case may be) must make any payments necessary to reflect the adjustment; and (3) this Section 2.20(f)(ii) does not apply to the extent that the GST Liability on a supply made by or through a Finance Party under or in connection with any Loan Document is payable by the Recipient or the Borrower, as appropriate, under Division 83 or 84 of the GST Act and the Finance Party has no liability at all in relation to that payment.

(iii) Any payment or reimbursement required to be made to a Finance Party under any Loan Document that is calculated by reference to a Cost or other amount paid or incurred will be limited to the total Cost or other amount less the amount of any input tax credit or other credit to which the relevant Finance Party (or the representative member for a GST group of which the relevant Finance Party is a member) is entitled for the acquisition to which the Cost or other amount relates.

(g) Each Lender which is an original signatory hereto as at the date of this Agreement hereby represents and warrants to the Borrower as of the date of this Agreement that (i) it received a letter from the Borrower dated 12 July 2012 inviting it to become a lender under this Agreement and (ii) at the time it received that letter it was carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets. Each of the Lead Arranger and the Lenders agrees to provide to the Borrower, upon the reasonable request of the Borrower (and at the cost of the Borrower), factual information about the Lead Arranger or such Lender, as applicable, or take such other action as the Borrower reasonably requires, as the Borrower considers necessary to demonstrate that the exemption from Australian interest withholding tax under Section 128F of the Tax Act has been complied with in relation to this Agreement other than where to do so would, in the opinion of the Lead Arranger or such Lender, as applicable, involve a breach of law, regulation or duty of confidentiality owed to any person.

(h) If a payment made to a Finance Party under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Finance Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Finance Party shall deliver to the Borrower and the requesting Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the requesting Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the US Agent as may be necessary for the Borrower and the US Agent to comply with their obligations under FATCA and to determine that such Finance Party has complied with such Finance Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Finance Party shall also deliver such properly executed forms and certifications as are reasonably requested by the Borrower or the US Agent (including Internal Revenue Service Forms W-9 or W-8BEN or other applicable or successor forms) to establish that such Finance Party is exempt from U.S. federal backup withholding Tax.

SECTION 2.21 Assignment of Revolving Commitments Under Certain Circumstances; Duty to Mitigate . (a) In the event (i) any Lender or Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.13, (ii) any Lender delivers a notice described in Section 2.14, (iii) the Borrower is required to pay any amount to, or in respect of, any Lender or Issuing Bank or any Governmental Authority on account of any Lender or Issuing Bank pursuant to Section 2.20, or (iv) any Lender becomes a Defaulting Lender or a Potential Defaulting Lender, then the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or Issuing Bank (as applicable) and the Australian Agent, require such Lender or Issuing Bank to transfer, novate and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment and novation); provided that (A) such assignment and novation shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (B) the Borrower shall have received the prior written consent of the US Agent and the Issuing Bank, which consent shall not unreasonably be withheld or

delayed, (C) the affected Lender or Issuing Bank shall have received in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans and participations in Credit Disbursements of such Lender or Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of such Lender or Issuing Bank hereunder (including any amounts under Section 2.13 and Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and Fees) or the Borrower (in the case of all other amounts) and (D) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.20, such assignment is expected to result in a reduction in such compensation or payments in respect of payments to be made to the assignee thereafter. A Lender or Issuing Bank shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender, Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(b) If (i) any Lender or Issuing Bank shall request compensation under Section 2.13, (ii) any Lender delivers a notice described in Section 2.14 or (iii) the Borrower is required to pay any amount to any Agent, Lender or Issuing Bank or any Governmental Authority on account of any Agent, Lender or Issuing Bank, pursuant to Section 2.20 (excluding Sections 2.20(c) or 2.20(e)), then such Agent, Lender or Issuing Bank shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations under the Loan Documents to another of its offices, branches or affiliates, if, in the judgment of such Finance Party, such designation or assignment (A) would eliminate or reduce its claims for compensation under Section 2.13 or enable it to withdraw its notice pursuant to Section 2.14 or would result in the Borrower not being required to pay an amount pursuant to Section 2.20 (excluding Sections 2.20(c) or 2.20(e)), as the case may be, in the future and (B) would not subject such Finance Party to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Finance Party in connection with any such designation or assignment.

SECTION 2.22 Credits .

(a) General . The Borrower may request the issuance of a Credit denominated in U.S. Dollars or Australian Dollars, in a form reasonably acceptable to the Issuing Bank, at any time and from time to time while the Revolving Commitments remain in effect, but no later than five Business Days prior to the Maturity Date. This Section shall not be construed to impose an obligation upon the Issuing Bank to issue any Credit that is inconsistent with the terms and conditions of this Agreement or with the laws, rules or regulations applicable to the Issuing Bank.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . In order to request the issuance of a Credit denominated in U.S. Dollars or Australian Dollars (or to amend, renew or extend an existing Credit issued in U.S. Dollars or Australian Dollars), the Borrower shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Issuing Bank and the Australian Agent (at least 3 Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Credit, or

identifying the Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Credit is to expire (which shall comply with paragraph (c) below), the amount and currency of such Credit, the name and address of the beneficiary of any requested letter of credit or the guaranteed party for any bank guarantee and such other information as shall be necessary to prepare such Credit. A Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Credit the Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) the Aggregate Credit Exposure shall not exceed AUD$25,000,000, (ii) the aggregate Revolving Exposures shall not exceed the Total Revolving Commitment, and (iii) the Aggregate Credit Exposure related to Credits issued by the Issuing Bank shall not exceed an amount agreed to in writing between the Borrower and the Issuing Bank and notified to the Australian Agent.

(c) Expiration Date . Each Credit shall have an expiration date not later than the earlier of (y) three years after the date of the issuance of such Credit and (z) the date that is 24 months after the Maturity Date; provided that 90 days prior to the Maturity Date the Borrower shall deposit in an account with the Security Trustee or its nominee, for the benefit of the Lenders, an amount in cash equal to 105% of the Aggregate Credit Exposure as of such date. Such deposit shall be held by the Security Trustee or its nominee as Collateral for the payment and performance of the Secured Obligations. The Security Trustee shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Security Trustee, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. The Australian Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. Moneys in such account shall (i) automatically be applied by the Australian Agent to reimburse the Issuing Bank of any Credit for Credit Disbursements under such Credit for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the Aggregate Credit Exposure at such time, (iii) if the maturity of the Loans has been accelerated, be applied to satisfy the Secured Obligations and (iv) provided that no Default has occurred and is continuing, if at any time the funds on deposit exceed 105% of the Aggregate Credit Exposure at such time, such excess funds shall be released to the Borrower.

(d) Participations . By the issuance of a Credit by the Issuing Bank and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender and each such Lender hereby acquires from the Issuing Bank, a participation in such Credit equal to such Lender’s Revolving Percentage of the aggregate amount available to be drawn under such Credit, effective upon the issuance of such Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Australian Agent, for the account of the Issuing Bank, such Lender’s Revolving Percentage of each Credit Disbursement, as determined in accordance with this Section 2.22(d) (if such Credit is denominated in Australian Dollars, then payment shall be made in Australian Dollars; otherwise payment will be made in U.S. Dollars), made by the Issuing Bank and not reimbursed by the Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.02(g). Each Lender acknowledges

and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Credits is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If the Issuing Bank shall make any Credit Disbursement in respect of a Credit, the Borrower shall pay to the Issuing Bank an amount equal to such Credit Disbursement in the same currency in which such Credit Disbursement is denominated not later than two hours after the Borrower shall have received notice from the Issuing Bank that payment of such Credit Disbursement will be made, or, if the Borrower shall have received such notice later than 2:00 p.m. (Sydney Time) on any Business Day, not later than 11:00 a.m. (Sydney Time) on the immediately following Business Day.

(f) Obligations Absolute . The Borrower’s obligations to reimburse Credit Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of:

(i) any lack of validity or enforceability of any Credit or any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Credit or any Loan Document;

(iii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Credit, the Issuing Bank, any Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

(iv) any draft or other document or demand for payment presented under a Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Credit;

(v) any payment by the Issuing Bank under a Credit against presentation of a draft or other document or demand for payment that does not strictly comply with the terms of such Credit; or any payment made by the Issuing Bank under such Credit to any person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Credit, including any arising in connection with any proceeding under any Insolvency Law; and

(vi) any adverse change in the relevant exchange rates or in the relevant currency markets generally; or

(vii) any other act or omission to act or delay of any kind of the Issuing Bank, any Lender, any Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

Without limiting the generality of the foregoing but subject to the proviso in subsection (g) below, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse Credit Disbursements will not be excused by the gross negligence or willful misconduct of the Issuing Bank.

(g) Role of Issuing Bank . The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Credit with respect to its use of such Credit. None of the Issuing Bank, the Agents, any of their respective Related Parties or any correspondent, participant or assignee of the Issuing Bank shall be liable or responsible for:

(i) the use which may be made of any Credit or any acts or omissions of any beneficiary or transferee in connection therewith;

(ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or

(iii) any other circumstances whatsoever in making or failing to make payment under any Credit (including the Issuing Bank’s own negligence),

provided , however , that the Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to, and shall promptly pay to, the Borrower, to the extent of any direct, as opposed to consequential (claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law), damages suffered by the Borrower that are caused by the Issuing Bank’s failure to comply with its duties as the Issuing Bank under applicable law or gross negligence or willful misconduct in determining whether drafts and other documents presented under a Credit strictly comply with the terms thereof. It is understood that the Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Credit (i) the Issuing Bank’s exclusive reliance on the documents presented to it under such Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Credit, the Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates, documents and demand for payment expressly required by the Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the person executing or delivering any such document.

(h) Disbursement Procedures . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Credit. The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax or by electronic communication (e-mail), to the Australian Agent and the Borrower of such demand for payment and whether the Issuing Bank has made or will make a Credit Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such Credit Disbursement. The Australian Agent shall promptly give each Lender notice thereof.

(i) Interim Interest . If the Issuing Bank shall make any Credit Disbursement in respect of a Credit, then, unless the Borrower shall reimburse such Credit Disbursement in full on such date, the unpaid amount thereof shall bear interest for the account of the Issuing Bank, for each day from and including the date of such Credit Disbursement, to but excluding the earlier of the date of payment by the Borrower or the date on which interest shall commence to accrue thereon as provided in Section 2.02(e), at the default rate per annum that would apply under Section 2.07(b) assuming that such payments were due on such date.

(j) Resignation or Removal of the Issuing Bank . The Issuing Bank may resign at any time by giving 30 days’ prior written notice to the Australian Agent, the Lenders and the Borrower, and may be removed at any time by the Borrower by notice to the Issuing Bank, the Australian Agent and the Lenders. Subject to the next succeeding paragraph, upon the acceptance of any appointment as the Issuing Bank hereunder by a Lender that shall agree to serve as successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from its obligations to issue additional Credits hereunder. At the time such removal or resignation shall become effective, the Borrower shall pay all accrued and unpaid Issuing Bank Fees pursuant to Section 2.05(c). The acceptance of any appointment as the Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the US Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Bank, as the context shall require. After the resignation or removal of the Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement and the other Loan Documents with respect to Credits issued by it prior to such resignation or removal, but shall not be required to issue additional Credits.

(k) Cash Collateralization . If (i) any Event of Default shall occur and be continuing, other than an Event of Default with respect to the Borrower described in Section 7.01(g) or (h) and the Borrower shall receive notice from Australian Agent or the Required Lenders requesting that it deposit Cash Collateral and specifying the amount to be deposited, or (ii) an Event of Default shall occur and be continuing with respect to the Borrower described in Section 7.01(g) or (h) then the Borrower shall, on the Business Day it receives the notice referenced in clause (i) above or immediately upon the occurrence of the Event of Default referenced in clause (ii) above, deposit in an account with the Security Trustee or its nominee for the benefit of the Lenders an amount in cash equal to 105% of the Aggregate Credit Exposure as of such date. At any time that there shall exist a Defaulting Lender, after reallocation pursuant to Section 2.24(c), promptly upon the request of the Australian Agent or the Issuing Bank (which request may be a condition to issuance of an amendment, renewal or extension of a Credit), the Borrower shall deliver to the Security Trustee (or its nominee) for the benefit of the Secured Parties Cash Collateral in an amount equal to the Fronting Exposure at such time (determined for the avoidance of doubt, after giving effect to Section 2.24(a) and any Cash Collateral provided by any Defaulting Lender). Such deposits shall be held by the Security Trustee (or its nominee) as collateral for the payment and performance of the Secured Obligations. The Security Trustee shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Security Trustee, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. The Australian Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. Moneys in such account shall (i) automatically be applied by the Australian Agent to reimburse the Issuing Bank for Credit Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the Aggregate Credit Exposure at such time and (iii) if the maturity of the Loans has been accelerated, be applied to satisfy the Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure shall be released promptly following (A) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by any Defaulting Lender ceasing to be a Defaulting Lender or ceasing to be a Lender) or (B) the Australian Agent’s good faith determination that there exists excess Cash Collateral; provided, however , that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of an Event of Default or any Default with respect to the Borrower described in Section 7.01(h) prior to the end of any cure period set forth therein and may be otherwise applied in accordance with Section 7.05.

(l) In the event of any conflict between the terms hereof and the terms of any Credit Document, the terms hereof shall control.

(m) Notwithstanding that a Credit issued or outstanding hereunder is in support of any obligations of the Borrower or any Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the Issuing Bank hereunder for any and all Credit Disbursements under such Credit. The Borrower hereby acknowledges that the issuance of Credits in support of any obligations of any Subsidiary inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of the Borrower’s Subsidiaries.

SECTION 2.23 Swing Line Loans .

(a) Generally . Subject to the terms and conditions set forth herein, the Swing Line Lender may in its sole and absolute discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.23, make loans in AUD (each such loan, a “ Swing Line Loan ”) to the Borrower from time to time on or after the Effective Date until the earlier of the Maturity Date and the termination of the Total Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Revolving Exposure of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided , however , that after giving effect to any Swing Line Loan, (i) the aggregate Revolving Exposure of all Lenders shall not exceed the Total Revolving Commitments at such time, and (ii) the Revolving Exposure of each Lender at such time shall not exceed such Lender’s Revolving Commitment, and provided , further , that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, the Borrower may borrow under this Section 2.23(a), prepay under Section 2.11, and reborrow under this Section 2.23(a). Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Revolving Percentage as at the date the Swing Line Loan is made times the amount of such Swing Line Loan. Each Lender shall have the obligation to purchase and fund risk participations in the Swing Line Loans and to refinance Swing Line Loans as provided in this Agreement.

(b) Borrowing Procedures . In order to request a Swing Line Borrowing, the Borrower shall hand deliver, fax or send by electronic communication (e-mail) (or by telephone notice promptly confirmed by a written, fax or electronic communication (e-mail)) to the Swing Line Lender and the Australian Agent a duly completed Borrowing Request not later than 11 a.m. (Sydney Time) on the day of the proposed Swing Line Borrowing. Each such Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) the date of such Swing Line Borrowing (which shall be a Business Day); and (ii) the amount of such Swing Line Borrowing, which shall be a minimum of AUD$100,000. Promptly after receipt by the Swing Line Lender of any Borrowing Request, the Swing Line Lender will confirm with the Australian Agent (by telephone or in writing) that the Australian Agent has also received such Borrowing Request and, if not, the Swing Line Lender will notify the Australian Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Australian Agent (including at the request of any Lender) prior to 12:00 noon (Sydney Time) on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of either Section 2.23(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m. (Sydney Time) on the borrowing date specified in such Borrowing Request, make the amount of its Swing Line Loan available to the Borrower by distributing such funds as directed by the Borrower in immediately available funds.

(c) Refinancing of Swing Line Loans . (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), or the Borrower at any time in its sole and absolute discretion may request, that each Lender make with respect to Swing Line Loans, an AUD Revolving Loan in an amount equal to such Lender’s Revolving Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing not later than 11:00 a.m. (Sydney Time) three Business Days before the proposed Borrowing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of AUD Revolving Loans, but subject to the unutilized portion of the Total Revolving Commitments, and the conditions set forth in Section 4.01. The Swing Line Lender or the Borrower, as applicable, shall furnish to the other a copy of the applicable Borrowing Request promptly after delivering such notice to the Australian Agent. Each Lender shall make an amount equal to its Revolving Percentage of the amount specified in such Borrowing Request available to the Australian Agent in immediately available funds for the account of the Swing Line Lender at the office designated by the Australian Agent not later than 11:00 a.m. (Sydney Time) on the day specified in such Borrowing Request, whereupon, subject to Section 2.23(c)(ii), each Lender that so makes funds available shall be deemed to have made a AUD Revolving Loan (with an Interest Period of one month) to the Borrower in such amount. The Australian Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.23(c)(i), the request for AUD Revolving Loans submitted by the Swing Line Lender or the Borrower as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Australian Agent for the account of the Swing Line Lender pursuant to Section 2.23(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Australian Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.23(c) by the time specified in Section 2.23(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Australian Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at the Cost of Funds Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Australian Agent) with respect to any amounts owing under this clause (iii) shall be presumed correct absent manifest error.

(iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.23(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.23(c) is subject to the conditions set forth in Section 4.01. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations . (i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lenders their Revolving Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 9.19 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Revolving Percentage thereof on demand of the Australian Agent, plus interest thereon from the date of such demand to the date such amount is returned, at the Cost of Funds Rate. The Australian Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender . The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Loan or risk participation pursuant to this Section 2.23 to refinance such Lender’s Revolving Percentage of any Swing Line Loan, interest in respect of such Revolving Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender . The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g) Discretionary Nature of the Swing Line Facility . Notwithstanding any terms to the contrary contained herein, the swing line facility provided herein (i) is an uncommitted facility and the Swing Line Lender may, but shall not be obligated to, make Swing Line Loans, and (ii) may be terminated at any time by the Swing Line Lender or the Borrower upon written notice by the terminating party to the non-terminating party.

SECTION 2.24 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement or any other Loan Document shall be restricted as set forth in Section 9.08(b); and

(ii) any payment of principal, interest, fees or other amounts received by the Australian Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.11 or 2.12, or otherwise, and including any amounts made available to the Australian Agent by such Defaulting Lender pursuant to Section 9.05), shall be applied at such time or times as may be determined by the Australian Agent as follows:

(A) first , to the payment of any amounts owing by such Defaulting Lender to the Australian Agent hereunder;

(B) second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank and the Swing Line Lender hereunder;

(C) third , if so determined by the Australian Agent or requested by the Issuing Bank or a Swing Line Lender, to be held as Cash Collateral for future funding obligations of such Defaulting Lender of any participation in any Credit or Swing Line Loan;

(D) fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Australian Agent;

(E) fifth , if so determined by the Australian Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement;

(F) sixth , to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;

(G) seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and

(H) eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or Credit Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y)

in the case of such Revolving Loans, such Revolving Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans and Credit Disbursements of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans or Credit Disbursements of such Defaulting Lender.

Any payments, prepayments or other amounts paid or payable to any Defaulting Lender that are applied (or held) to pay amounts owed by such Defaulting Lender or to post cash collateral pursuant to this Section 2.24(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents to the foregoing.

(b) Certain Fees . Such Defaulting Lender shall not be entitled to receive any Revolving Commitment Fee pursuant to Section 2.05(a) or any Credit Participation Fee pursuant to Section 2.05(c) for any period during which such Lender is a Defaulting Lender (and, except as otherwise provided in Section 2.05(a), the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(c) Reallocation of Ratable Portions to Reduce Fronting Exposure . During any period in which there is a Defaulting Lender, solely for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Credits and Swing Line Loans pursuant to Sections 2.22 and 2.23, the “Revolving Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of such Defaulting Lender; provided , that (A) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (B) the aggregate obligation of any non-Defaulting Lender to acquire, refinance or fund participations in Credits and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitments of such non-Defaulting Lender minus (2) the aggregate Revolving Loans of such non-Defaulting Lender.

(d) Defaulting Lender Cure . If the Borrower, the Australian Agent and the Issuing Bank agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Australian Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Revolving Loans of the other Lenders or take such other actions as the Australian Agent may determine to be necessary to cause the Revolving Loans and participations in Credits and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their “Revolving Percentage” (without giving effect to clause (a)(ii) above), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided , further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(e) Termination of Defaulting Lender Revolving Commitment . The Borrower may terminate the unused amount of the Revolving Commitment of a Defaulting Lender upon not less than three (3) Business Days’ prior notice to such Defaulting Lender and the Australian Agent (which will promptly notify the Lenders), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, any Finance Party may have against such Defaulting Lender.

Representations and Warranties