LETTER WAIVER

Background

This letter is supplemental to and amends the Agreement.

Pursuant to Clause 25 (Amendments and Waivers) of the Agreement, the Majority Lenders have consented to the amendments to the Agreement contemplated by this letter. Accordingly, we are authorised to execute this letter on behalf of the Finance Parties.

Interpretation

Capitalised terms defined in the Agreement have the same meaning when used in this letter unless expressly defined in this letter.

The provisions of Clause 1.2 (Construction) of the Agreement apply to this letter as though they were set out in full in this letter except that references to the Agreement are to be construed as references to this letter.

Effective Date means the date on which the Facility Agent gives notification to the Obligors that it has received a copy of this letter countersigned by the Company and the Guarantor; provided that the Facility Agent must provide such notification as soon as reasonably practicable but no later than one (1) business day after the Facility Agent has received a copy of the fully countersigned letter.

Amendments

Subject to subparagraph (b) below, the Agreement will be amended from the Effective Date in accordance with subparagraph (c) below.

The Agreement will not be amended by this letter unless the Facility Agent has received a copy of this letter countersigned by the Company and the Guarantor.

The Agreement will be amended as follows:

Clause 19.11(a) (BLIO Matters) of the Agreement will be amended by deleting the introductory sentence in its entirety and replacing it with the following:

"Solely for the Waiver Period, it is agreed that the BLIO Matters described in the BLIO Announcements and Confidential Disclosures, and the Other Matters described in the Other Announcements and Confidential Disclosures will not result in or constitute a breach of this Agreement (including, without limitation, any misrepresentation or breach of covenant) or a Default to the extent that:";

the first line of Clause 19.11(a)(i) (BLIO Matters) of the Agreement will be amended by adding the words: "with respect to the BLIO Matters," before the words "any restatements";

Clause 19.11(a)(ii) (BLIO Matters) of the Agreement will be amended by:

adding the words "with respect to the BLIO Matters, and" before the words "with respect to any delay" in the first line thereof; and

deleting the reference to “31 May” in the last line thereof and replacing it with “2 October”;

the following sentence shall be inserted as a new paragraph at the end of Clause 19.11(a) (BLIO Matters):

"Furthermore, solely for the Waiver Period, the Lenders agree to waive any Default which may arise in the event that the Guarantor receives a 'Notice of Default' due to default of performance, or breach of, any covenant or warranty by the Guarantor under section 501(4) of the Indenture.";

the definition of BLIO Announcements in Clause 19.11(b) of the Agreement shall be amended by:

deleting “and” at the end of subparagraph (iii);

deleting the full stop after the words "Guarantor's related investigation" at the end of subparagraph (iv) and replacing it with a semi-colon; and

inserting new subparagraphs (v) to (ix), inclusive as follows:

“(v) press release dated 17 March, 2006 relating to updated status of the Guarantor’s financial reporting;

(vi) Form 12(b)-25, dated 17 March, 2006, with respect to delay in filing of Form 10-K Annual Report for the fiscal year ended 31 December, 2005;

(vii) Form 12(b)-25, dated 11 May, 2006 relating to delay in filing of Form 10-Q Quarterly Report for the quarterly period ended 1 April, 2006;

(viii) Form 8-K, dated 4 May, 2006, relating to current litigation and debt tender offers and consent solicitations; and

(ix) Form 8-K, dated 8 May, 2006 relating to tender offe