UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 8-K



CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934



Date of report (Date of earliest event reported):  April 9, 2020



Reading International, Inc.

(Exact Name of Registrant as Specified in its Charter)





Registrant's telephone number, including area code: (213) 235-2240



N/A

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:



Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company   ☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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Item 1.01Entry into a Material Definitive Agreement.

Waiver to NAB Facility.

On April 9, 2020, Reading International, Inc. (the “Company”), through its subsidiaries, received a waiver (the “NAB Waiver”) from National Australia Bank Limited (“NAB”) with respect to the Corporate Markets Loan & Bank Guarantee Facility Agreement, dated June 24, 2011, between NAB and certain subsidiaries of the Company (as amended and supplemented, the "NAB Facility"), which facility is comprised of (i) a AU$120.0 million corporate loan facility at a rate of 0.85% - 1.3% above BBSY, depending on certain ratios, with a due date of December 31, 2023, of which AU$80.0 million is revolving and AU$40.0 million is core and (ii) a bank guarantee facility of AU$5.0 million at a rate of 1.85% per annum. Capitalized terms used and not otherwise defined in this section of this report have the meanings ascribed to such terms in the NAB Facility.

Due to the closure of all cinemas operated by the Reading Entertainment Australia Group as a direct result of the COVID-19 pandemic, a Material Adverse Effect has occurred and is continuing under paragraph (a) of that definition (MAE Event). The MAE Event is an Event of Default under clause 10.1(i) (Material Adverse Effect) of the NAB Facility. Pursuant to the NAB Waiver, NAB has waived its rights under clause 10.2(a) (Effect of Event of Default) of the NAB Facility with respect to: (i) the MAE Event; and (ii) an Event of Default that may arise solely as a result of the failure by the Borrower to comply with clause 9.7(a)(i) (Fixed Charges Cover Ratio) or 9.7(a)(ii) (Leverage Ratio) in respect of the Calculation Period ending on June 30, 2020 or September 30, 2020 only.

The description above is only a summary of the material provisions of the NAB Waiver and does not purport to be complete and is qualified in its entirety by reference to the provisions in such waiver, a copy of which is attached hereto as Exhibit 10.1.4.

Waiver and Amendment to BofA Credit Facility.

On May 15, 2020, Consolidated Amusement Holdings, LLC (“CAH”), a subsidiary of the Company and other affiliates of CAH (“Guarantors”), entered into a Waiver and First Amendment (“Waiver and Amendment”) to Second Amended and Restated Credit Agreement, dated as of March 6, 2020, among the Company, the Guarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (as amended and supplemented, the “BofA Credit Facility”), pursuant to which the Lenders provide a revolving credit facility in the aggregate amount of $55.0 million. Capitalized terms used and not otherwise defined in this section of this report have the meanings ascribed to such terms in the BofA Credit Facility.

As a result of the COVID-19 events commencing during March 2020, a Default and Events of Default (collectively, the “Existing Defaults”) have occurred and are continuing under Section 8.01(b) and (c) of the BofA Credit Facility as a consequence of CAH’s breach of the following provisions of the BofA Credit Facility: (i) Section 6.01(d), due to CAH’s untimely delivery to the Administrative Agent of the business plan and budget for CAH’s fiscal year 2020; (ii) Section 6.17, due to CAH’s failure to timely make the required lease payments due April 1, 2020 for any of CAH’s theaters; (iii) Section 6.03(b), due to CAH’s failure to deliver written notice to the Administrative Agent of the adverse impact upon its business due to the actual closing of its theaters as a result of the COVID-19 events; and (iv) Section 6.03(a), due to CAH’s failure to timely notify the Administrative Agents of the foregoing defaults.  Pursuant to the Wavier and Agreement, the Lenders (i) waived each of the Existing Defaults; (ii) extended the respective deadlines for CAH to deliver the annual financial statements, the quarterly financial statements, and the individual theater revenue and attendance information required by Sections 6.01(a), (b) and (c) of the BofA Credit Facility and the accountant’s certificate required by Section 6.02(a) of the BofA Credit Facility; (iii) will not require CAH to comply with the lease payment affirmative covenant set forth in Section 6.17 of the BofA Credit Facility for the months of April 2020, May 2020, June 2020, and July 2020; (iv) will not permit the Company to declare and make cash dividends or distributions or make other Restricted Payments prior to January 1, 2021; and (v) will not require CAH to comply with any of the financial covenants set forth in Sections 7.11(a), (b) and (c) for the fiscal quarter of CAH ended March 31, 2020. BofA also agreed to extend the term of the Company's $5.0 million line of credit facility from October 1, 2020 to March 6, 2023 in addition to other amendments thereto 

The description above is only a summary of the material provisions of the Waiver and Amendment and does not purport to be complete and is qualified in its entirety by reference to the provisions in such waiver, a copy of which is attached hereto as Exhibit 10.2.2.

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Item 9.01      Financial Statements and Exhibits.





* Filed herewith

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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





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AMENDMENT DEED

National Australia Bank Limited

and

Reading Entertainment Australia Pty Ltd



 

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Table of Contents



i



 

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THIS DEED is dated as shown on the front page and is between:

NATIONAL AUSTRALIAN BANK LIMITED) ABN 12 004 044 937 of Level 1, 800 Bourke Street, Docklands, Victoria 3008 (NAB);

Each person listed as a borrower in Schedule 1 (Borrower and together the Borrowers); and

Each person (if any) listed as a guarantor in Schedule 1 (Guarantor and together the Guarantors).

BACKGROUND:

ASome or all of the parties are parties to the Facility Agreement.

BThe parties agree to amend the Facility Agreement on the terms and conditions set out in this document.

CWith effect on and from the Effective Date the Facility Agreement is amended in accordance with this document.

IT IS AGREED as follows:

Words which have a defined meaning in the Facility Agreement have the same meaning in this document unless otherwise defined.

Effective Date means the date NAB gives the notice contemplated in clause 2.1 (Conditions precedent).

Facility Agreement means the facility agreement between NAB and some or all of the Obligors dated or most recently amended or restated on or about 17 December 2015, as amended from time to time.

Obligor means each Borrower and Guarantor.

Clause 1.2 (Construction) of the Facility Agreement applies to this document as if set out in full in this document.

To the extent permitted by law, this document prevails to the extent it is inconsistent with any law.

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The parties enter into this document in consideration of, among other things, the mutual promises contained in this document.

This document is a Transaction Document for the purposes of the Facility Agreement.

The amendments proposed to the Facility Agreement referred to in clause 3 (Amendment) are of no force and effect until NAB has notified the Borrower in writing that each of the following has been received by NAB or otherwise complied with in form and substance satisfactory to NAB:

Unless otherwise required by NAB, each document specified in respect of an Obligors in clause 2.1 (Conditions precedent) must be an original.  If NAB requires a certified copy of a document, the copy must be certified by a director or secretary of that Obligor as true and complete as at a date no earlier than S Business Days before the date of this document.

With effect on and tromp the Effective Date, the Facility Agreement is amended as follows:



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On the date of this document and on the Effective Date, each representation and warranty contained in the Facility Agreement is deemed to be repeated by each Obligor for the benefit of NAB with reference to the facts and circumstances subsisting as at the date of this document and the Effective Date respectively.

Except as specifically amended by this document, the provisions of the Facility Agreement remain in full force and effect.

A notice given under this deed must be given in accordance with the Facility Agreement.

This document may be executed in any number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.

This document is governed by the laws of Victoria.  Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

 

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SCHEDULE 1

BORROWER(S)



GUARANTOR(S)

 

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EXECUTED AS A DEED

SIGNATURES























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National Australia Bank Limited



Reading Entertainment Australia Pty Ltd Each 

Guarantor









Amendment Deed

Corporate Markets Loan Bank Guarantee Facility Agreement







































©  Corrs Chambers Westgarth

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Date: March 27, 2019





Parties





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





Reading Entertainment Australia Pty Ltd ACN [Redacted] of 98 York Street, South Melbourne, Victoria 3205 (Borrower)





Each person listed in schedule 1 (each a Guarantor)







Agreed terms







1Definitions

In this document words and expressions which are defined or given a specific meaning in the Amended Facility Agreement but which are not defined or given a specific meaning in this document have the same meaning as in the Amended Facility Agreement.  Otherwise, terms have the following meanings.



Amended Facility   The Facility Agreement as amended by this document.



Agreement



Amendment Date    The date on which Bank notifies the Borrower that the conditions precedent set out in clause 3 are satisfied.





Facility Agreement  The Facility Agreement dated 24 June 2011 between the Bank, the Borrower and the Guarantors, as amended, varied or amended and restated from time to time, including on 14 June 2013, 27 June 2014, December 2015 and May 2018.



New Guarantor        Reading Cannon Park Pty Ltd ACN [Redacted]



New Property          The land known as Cannon Park City Centre and Cannon Park Discount Centre, Corner Hervey Range Road and Pioneer Drive, Thurwingowa Central, Queensland, described in title references 50442105, 50442106 and 51155321.

New Security





(a) A general security agreement granted by the New Guarantor to the Bank, over all of the assets of the New Guarantor; and



(b) a freehold mortgage granted by the New Guarantor

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to the Bank over the New Property.



PPSAPersonal Property Securities Act (2009) (Cth).







2Consideration

Each party has entered into this document in consideration of each other party agreeing to make the acknowledgements contained in this document and to amend the Facility Agreement in accordance with this document and acknowledges receipt of that consideration.







3Conditions precedent

The amendments to the Facility Agreement are subject to the conditions precedent that:



(a)the Bank has received in form and substance satisfactory to the Bank:



(i)an original copy of this document, duly executed by the Borrower and each Guarantor ;



(ii)original copies of each New Security, duly executed by the New Guarantor;



(iii)title documents for the New Property, and any necessary releases in respect of any Encumbrance affecting the New Property or the New Guarantor;



(iv)a Valuation  in respect of the New Property;



(v)evidence of Insurances for each Freehold Property and Leasehold Property noting the Bank's interest as mortgagee, to cover at a minimum, re-instatement and public liability insurance;



(vi)a non-refundable restructure and application fee in the amount referred to in clause 9.1(b) of the Amended Facility Agreement;



(vii)anything which the Bank has reasonably requested that a party provide to it in relation to the Facility Agreement ; and



(b)each of the above conditions is satisfied no later than 31 March 2019:

and



(c)no Event of Default or Potential Event of Default subsists.







4Amendments to Facility Agreement

(a)On and from the Amendment Date



(i)the Facility Agreement is amended by deleting items which have been struck out and inserting items that have been underlined in annexure A.



(ii)the New Guarantor:



(A)agrees with each person who is or becomes a party to the Facility Agreement that it will be bound by the Facility Agreement as a Guarantor and a Transaction Party; and



(B)makes in relation to itself in favour of the Bank the

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representations and warranties set out in clause 8.1 of the Facility Agreement.



(iii)each party agrees with the New Guarantor that, with effect from the date of this document, the New Guarantor will have the benefit of the Facility Agreement as a Transaction Party and Guarantor.



(b)The Bank, the Borrower and the Guarantors agree to be bound by the Amended Facility Agreement on and from the Amendment Date.



5Acknowledgments

The Borrower and each Guarantor:



(a)acknowledge that nothing in this document or any related financing change statement under the PPSA releases, terminates or otherwise affects any liabilities of the Borrower to the Bank, or affects its liability under any Transaction Document;



(b)acknowledge that the Bank has agreed to execute this document at the request of the Borrower and each Guarantor;



(c)agree to the variation to the Facility Agreement and agree that each Collateral Security extends to and secures the Borrower's obligations to the Bank under the Transaction Documents, including the Amended Facility Agreement; and



(d)acknowledge that their obligations (as borrower, guarantor, indemnifier, or otherwise) and the Bank's rights are not affected by anything which might abrogate, prejudice or limit them or the effectiveness of this document, including the failure by any person named as a Guarantor to become bound by this document.



6Warranties  and  representations



6.1General

The Borrower and each Guarantor warrant and represent to the Bank that:



(a)at the time of execution of this document, and at the Amendment Date:



(i)it has capacity unconditionally to execute, deliver and comply with its obligations under this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement);



(ii)it has taken all necessary action to authorise the unconditional execution and delivery of, and the compliance with, its obligations

 

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under this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement);



(iii)this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement) are its valid and legally binding obligations and are enforceable against it by each other party in accordance with the terms of this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement), subject to principles of equity and rules affecting creditors' rights generally; and



(iv)its unconditional execution and delivery of this document and compliance with its obligations under this document and the Transaction Documents to which it is a party (including the Amended Facility Agreement) do not contravene:



(A)any law or directive from a government entity;



(B)its constituent documents;



(C)any agreement or instrument to which it is a party; or



(D)any obligation of it to any other person.



6.2Survival of warranties

The warranties and representations in clause 6 survive the execution of this document and the amendment of the Facility Agreement.







7General



7.1Construction

Unless expressed to the contrary, in this document:



(a)words in the singular include the plural and vice versa;



(b)any gender includes the other genders;



(c)if a word or phrase is defined its other grammatical forms have corresponding meanings;



(d)'includes' means includes without limitation;



(e)no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;



(f)a reference to:



(i)a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority;



(ii)a person includes the person's legal personal representatives, successors, assigns and persons substituted by novation;

 

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(iii)any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced;



(iv)an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;



(v)a right includes a benefit, remedy, discretion or power;



(vi)time is to local time in Melbourne;



(vii)'$' or 'dollars' is a reference to Australian currency;



(viii)this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties;



(ix)writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions;



(x)this document includes all schedules and annexures to it; and



(xi)a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document: and



(g)where time is to be calculated by reference to a day or event, that day or the day of that event is excluded.



7.2Costs and Expenses

The Borrower must on demand pay and if paid by the Bank reimburse to the Bank:



(a)the Bank's reasonable costs and expenses (including legal costs and expenses on a full indemnity basis) relating to the negotiation, preparation, execution, stamping and registration of this document; and



(b)any duties and registration or other fees (including fines and penalties relating to such duties and fees) which are payable or are assessed by a relevant government body or other person to be payable in relation to this document or any transaction contemplated by it.



7.3Counterparts

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



7.4Entire understanding

(a)This document contains the entire understanding between the parties as to the subject matter of this document.



(b)All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this document are merged in and superseded by this document and are of no effect.  No party is liable to any other party in respect of those matters.

 

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



(i)affects the meaning or interpretation of this document; or



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



7.5Governing law and jurisdiction

(a)This document is governed by and is to be construed in accordance with the laws applicable in Victoria.



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

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Execution





Executed as a deed







Executed by Reading Entertainment Australia Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Australian Country Cinemas Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Australian Equipment Supply Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector





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Executed by Burwood Developments Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Epping Cinemas Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________

Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Hotel Newmarket Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Newmarket Properties Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector

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Executed by Newmarket Properties No. 2 Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Newmarket Properties #3 Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Auburn Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Australia Leasing (E&R) Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector



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Executed by Reading Belmont Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Bundaberg 2012 Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector





Executed by Reading Charlestown Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Cinemas Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector



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Executed by Reading Cinemas Management Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Colac Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Dandenong Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector





Executed by Reading Elizabeth Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector



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Executed by Reading Exhibition Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Licenses Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Maitland Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Melton Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector



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Executed by Reading Properties Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Properties Indooroopilly Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Properties Taringa Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Property Holdings Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector



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Executed by Reading Rouse Hill Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Sunbury Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Rhodes Peninsula Cinema Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Westlakes Cinema Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector



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Executed by A.C.N. 143 633 096 Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector







Executed by Reading Cannon Park Pty Ltd ACN [Redacted]

/s/ Ellen M. Cotter/s/ Andrzej Matyczynski

____________________________                    ____________________________



Ellen M. CotterAndrzej Matyczynski

DirectorDirector











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

/s/ Matthew Spangler/s/ Jerome Walsh

____________________________                    ____________________________



WitnessAttorney



Matthew SpanglerJerome Walsh

____________________________                    ____________________________



Name of Witness (print)Name of Attorney (print)





 

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Annexure A





Amended Facility Agreement

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Annexure A – Amended Facility Agreement



National Australia Bank Limited



Reading Entertainment Australia Group













Corporate Markets

Loan & Bank

Guarantee Facility

Agreement





























 

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Contents