RFI - Attachment 2 - Coast2Bay - Cover Letter & MOU

1.2    Interpretation

       In this document:

       (a)     a reference to a clause, schedule, annexure or party is a reference to a clause of, and a
               schedule, annexure or party to, this document and references to this document include
               any schedules or annexures;

       (b)     a reference to a party to this document or any other document or agreement includes the
               party’s successors, permitted substitutes and permitted assigns;

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

       (d)     a reference to a document or agreement (including a reference to this document) is to
               that document or agreement as amended, supplemented, varied or replaced;

       (e)     a reference to this document includes the agreement recorded by this document;

       (f)     a reference to legislation or to a provision of legislation (including subordinate legislation)
               is to that legislation as amended, re-enacted or replaced, and includes any subordinate
               legislation issued under it;

       (g)     if any day on or by which a person must do something under this document is not a
               Business Day, then the person must do it on or by the next Business Day;

       (h)     a reference to a person includes a corporation, trust, partnership, unincorporated body,
               government and local authority or agency, or other entity whether or not it comprises a
               separate legal entity; and

       (i)     a reference to ‘month’ means calendar month.


2      Status of document

2.1    Purpose

       The purpose of this document is to confirm that the parties intend:

       (a)     to implement the Proposed Initiative; and

       (b)     to sign Transaction Documents to reflect the Key Terms.

2.2    Legally bound

       The parties intend to be immediately legally bound by clauses 5, 6, 7, 8 and 9 but not by terms in
       the other clauses of this document. No legal obligation arises under those other clauses unless
       and until the Transaction Documents are signed by the parties.

2.3    No undertaking or representation

       Until the Transaction Documents are signed, no undertaking or representation is made about the
       Proposed Initiative as a result of:

       (a)     negotiations between the parties to prepare the Transaction Documents; or




DRAFT – NOT FOR EXECUTION                                                                           Page 6 of 13