Attachment 5 - Deed of Variation to Infrastructure Agreement (22.01.20)

Deed of Variation
1.4    Commencement

       This deed commences and has effect on the Commencement Date.


2.     Variation

2.1    Infrastructure Agreement

       The parties agree that:

       (a)    The Infrastructure Agreement is varied by this deed only in the manner and to the extent
              described in the Variations; and

       (b)    The Variations to the Infrastructure Agreement come into effect on and from the
              Commencement Date.

2.2    Condition precedent

       (a)    This Variation Deed is subject to and conditional on each party unconditionally delivering a
              full and validly executed deed or counterpart of this deed to the other party.

       (b)    Each party must use all reasonable endeavours to procure the satisfaction of the condition
              specified in clause 2.2(a).

       (c)    If the condition in clause 2.2(a) is not satisfied then this deed will be of no force or effect and
              the parties will have the same rights and obligations which they had prior to the date of
              execution of the deed as if this deed had never been executed.

2.3    Confirmation of liability

       The parties:

       (a)    affirm that they are bound by the terms of the Infrastructure Agreement (as varied by this
              deed); and

       (b)    acknowledge that their obligations and liability under the Infrastructure Agreement are not
              discharged or varied by this deed except to the extent that this deed may otherwise expressly
              specify.

2.4    Time

       If, under the Infrastructure Agreement, time is of the essence in relation to the performance of an
       Obligation of a party, time remains of the essence in relation to that Obligation unless this deed
       specifies otherwise.


3.     Governing law and jurisdiction

3.1    Governing law

       This Variation Deed is governed by and construed in accordance with the laws of Queensland.

3.2    Jurisdiction

       Each party irrevocably:




HopgoodGanim Lawyers                                                                                 Page 3
1958131 - 20415602_1