RFI - Attachment 2 - Coast2Bay - Cover Letter & MOU

       (b)     any action or inaction by a party on the assumption or in the expectation that the
               Transaction Documents will be signed.


3      Sharing of information

       From the date of this document, each party must cooperate with the other party in good faith and
       exchange any material or document which reasonably needs to be exchanged to enable the
       parties to comply with this document and prepare and negotiate the Transaction Documents.


4      Progression and negotiation of Transaction Documents

4.1    Preparation of Transaction Documents

       (a)     Coast2Bay must deliver the draft Stage 1 Services Agreement (unless agreed otherwise
               between the parties), and the parties must in good faith and using reasonable
               endeavours, progress, negotiate and sign the Stage 1 Services Agreement with a view to
               signing it prior to the anticipated commencement date of Stage 1 set out in the Schedule.

       (b)     The parties will determine the appropriate time for preparation of the balance of the
               Transaction Document based on progress with respect to the immediately preceding
               Stage and having regard to the anticipated commencement date for the relevant Stage
               set out in the Schedule.

4.2    Negotiation process

       Each party agrees that:

       (a)     the negotiations are to take place in a genuine and timely manner; and

       (b)     decision makers representing it are to be reasonably available for the negotiations.


5      Right to discontinue negotiation and discussions

       Subject to the terms of any Transaction Document, either party may at any time end the
       discussions and negotiations to implement the Proposed Initiative by providing one month’s
       written notice to the other party at any time.


6      Exclusivity and standstill

6.1    Restrictions

       In consideration of each party negotiating with the other regarding the Proposed Initiative:

       (a)     each party must terminate any discussions taking place at the time with any person, other
               than the other party, about the Proposed Initiative or any transaction substantially similar
               to, or in substitution for, the Proposed Initiative; and

       (b)     each party must not, on or before the end of the Exclusivity Period:

               (i)     directly or indirectly, solicit or respond to any enquiries or proposals of any
                       person, other than the other party or a relevant Government Agency, about the
                       Proposed Initiative or any transaction substantially similar to, or in substitution for,
                       the Proposed Initiative; or




DRAFT – NOT FOR EXECUTION                                                                           Page 7 of 13