EX-4.B.V



 





Exhibit 4(b)(v)











New Zealand Share Sale

Deed




Hale International Limited




Six Continents Limited




HANZ Holdings (New Zealand) Limited




Eureka Funds Management Limited (as

trustee and manager of the Alternative

Investment (Hotel and New Zealand) Private

Syndicate)









 









 










Contents




	 	 	 	 	 	 	 	 	 
	Clause	 	 	 	 
	Number	 	Heading	 	Page
	 
	 	 	 	 	1 Definitions and interpretation
	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	2 Shares
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	3 Payment of Deposit, Purchase Price and Adjustment Amount
	 	 	12	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	4 Termination if Australian Conditions Fail
	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	5 Pre-Completion
	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	6 Completion
	 	 	18	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	7 Adjustment Statement and Intercompany Receivables and
Payables
	 	 	20	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	8 Warranties and indemnity
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	9 Claims
	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	10 Confidentiality and announcements
	 	 	30	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	11 Notices
	 	 	30	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	12 Vendor & Purchaser Guarantees
	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	13 Liquor Licence
	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	14 Period After Completion
	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	15 Consents
	 	 	36	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	16 GST
	 	 	36	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	17 General Provisions
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 1
	 	 	40	 
	 	 	 	 	Group Structure
	 	 	40	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 2
	 	 	41	 
	 	 	 	 	Warranties
	 	 	41	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 3
	 	 	53	 
	 	 	 	 	Purchaser and Purchaser Guarantor Warranties
	 	 	53	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 4
	 	 	55	 
	 	 	 	 	Adjustment Statement
	 	 	55	 
	 
	 	 	 	 	Schedule 5
	 	 	58	 
	 	 	 	 	Pro Forma Accounts for IHG Business and Company as at Accounts Date
	 	 	58	 






					
	 	 	 	 	 
	 
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	Clause	 	 	 	 
	Number	 	Heading	 	Page
	 
	 	 	 	 	Schedule 6
	 	 	59	 
	 	 	 	 	Intentionally Blank
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 7
	 	 	60	 
	 	 	 	 	Deposit Letter
	 	 	60	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 8
	 	 	62	 
	 	 	 	 	Disclosure Index
	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 9
	 	 	63	 
	 	 	 	 	Excluded Assets
	 	 	63	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 10
	 	 	64	 
	 	 	 	 	Property
	 	 	64	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 11
	 	 	65	 
	 	 	 	 	NZ Management Contract
	 	 	65	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 12
	 	 	66	 
	 	 	 	 	NZ Non Disturbance Deed
	 	 	66	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 13
	 	 	67	 
	 	 	 	 	Contracts
	 	 	67	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 14
	 	 	68	 
	 	 	 	 	Form of resignation
	 	 	68	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 15
	 	 	69	 
	 	 	 	 	Vendor’s knowledge
	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 16
	 	 	70	 
	 	 	 	 	Employee Information
	 	 	70	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 17
	 	 	72	 
	 	 	 	 	Disclosure Schedule
	 	 	72	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 18
	 	 	73	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 19
	 	 	79	 
	 	 	 	 	Brands
	 	 	79	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 20
	 	 	81	 
	 	 	 	 	Consents
	 	 	81	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Schedule 21
	 	 	82	 
	 	 	 	 	Vendor Intercompany Debt Assignment Steps
	 	 	82	 






					
	 	 	 	 	 
	 
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	Date

	 	1 September 2005
	 
	 	 
	Parties
	 	 
	 

	 	Hale International Limited which has its registered office C/o HWR Services Limited,
Craigmuir CHMB P O Box 71 Road Town Tortola, Tortola, British Virgin
Islands. (Vendor)
	 
	 	 
	 

	 	Six Continents Limited which has its registered office at 67 Alma Road, Windsor, Berkshire SL4 3HD
( Vendor’s Guarantor)
	 
	 	 
	 

	 	HANZ Holdings (New Zealand)
Limited C/o Russell McVeagh, Level 30, Vero Centre, 48 Shortland
Street, Auckland, New Zealand (Purchaser)
	 
	 	 
	 

	 	Eureka Funds Management Limited (ABN 47 107 346 841) as trustee and manager of the Alternative
Investment (Hotel and New Zealand) Private Syndicate (HANZ Trust) of Level 10, 1 Alfred Street,
Sydney, NSW 2000 (Purchaser Guarantor)






Recitals





	A.	 	The Vendor agrees to sell and the Purchaser agrees to purchase the Sale Shares under the
following terms and conditions.
	 
	B.	 	Contemporaneously with the execution of this Deed the Australian Sale Contract is to be executed
and on Completion the following documents are to be executed:







	 	(a)	 	the Australian Management Contracts and the Australian Non Disturbance Deeds; and
	 
	 	(b)	 	the NZ Management Contract and the NZ Non Disturbance Deed; and
	 
	 	(c)	 	the Portfolio Side Agreement and the Shared Services Agreement.






	C.	 	In consideration of the Vendor agreeing to sell the Sale Shares to the Purchaser, the Purchaser
Guarantor agrees to guarantee the Purchaser Guaranteed Obligations.
	 
	D.	 	In consideration of the Purchaser agreeing to buy the Sale Shares from the Vendor, the Vendor’s
Guarantor agrees to guarantee the Vendor Guaranteed Obligations.





Operative provisions





	1	 	Definitions and interpretation





Definitions





	1.1	 	In this Deed unless the context requires another meaning:





					
	 	 	 	 	 
	 
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Accounting Standards means:





	(a)	 	the accounting standards in New Zealand under the Financial Reporting Act 1993 (including all
applicable Financial Reporting Standards) and standards applicable for the purposes of the
Companies Act 1993;
	 
	(b)	 	the requirements of the Financial Reporting Act 1993 and the Companies Act 1993 for the
preparation and content of financial statements, director’s reports and auditor’s reports;
	 
	(c)	 	if no accounting standard applies under the Financial Reporting Act 1993 (including under a
Financial Reporting Standard) in relation to an accounting practice, the standards used and
understood by the New Zealand Accounting Standards Review Board and/or the Institute of Chartered
Accountants of New Zealand ;
	 
	(d)	 	generally accepted and consistently applied accounting principles and practices in New Zealand,
except those inconsistent with the standards or requirements referred to in paragraphs (a) (b) or
(c).




Accounts means Business Accounts or Company Accounts or both, as the context requires.



Accounts Date means 31 July 2005.



Action Procedures means the procedures for instituting or defending legal action in the name of
another party specified in clauses 9.6, 9.7 and 9.8.



Actual Adjustment Amount means the cash sum determined in accordance with Schedule 4.



Adjustment
Amount means the difference between the Actual Adjustment Amount as shown in the
Adjustment Statement and the Estimated Adjustment Amount.



Adjustment Statement means the statement prepared in accordance with clause 7 and Schedule 4.



Assessment means something which creates or evidences an obligation on the Vendor (directly or
indirectly) to pay an ascertained amount of Tax at or before a fixed time, such as any document
received from a Government Agency administering any Tax assessing, imposing, claiming or indicating
an intention to claim any Tax (such as an assessment, penalty notice or demand).



Assets means the assets owned or used by the Company in conducting the Business and for the
avoidance of doubt does not include the Brands.



Audit means in relation to any Tax, any audit, investigation, review, information request or any
other enquiry of any kind undertaken by a Government Agency.



Auditor means Ernst & Young.



Australian Companies means:





	(a)	 	H.I. (Coogee) Pty Limited ACN 089 606 628;
	 
	(b)	 	H.I. (Melbourne) Pty Limited ACN 081 088 959;
	 
	(c)	 	H.I. (Canberra) Pty Limited ACN 096 253 851;
	 
	(d)	 	(d) H.I. (Perth) Pty Limited ACN 081 089 616;
	 
	(e)	 	H.I. (Terrigal) Pty Limited ACN 081 759 560;





					
	 	 	 	 	 
	 
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	(f)	 	H.I. (Potts Point) Pty Limited ACN 081 089 090;
	 
	(g)	 	H.I. (Townsville) Pty Limited ACN 092 022 269;
	 
	(h)	 	Centra Victoria Pty Limited ACN 081 122 125; 
	 
	and Australian Company means any one of
them.




Australian Management Contracts means the management contract for each of the Australian
Properties, substantially in the form set out in Schedules 11 and 23 of the Australian Sale
Contract.



Australian Non Disturbance Deeds means the non disturbance deed for each of the Australian
Properties, substantially in the form set out in Schedule 12 of the Australian Sale Contract.



Australian Properties means the Properties defined in the Australian Sale Contract.



Australian Sale Contract means the contract dated on or about the date of this Deed between the
Purchaser and the Australian Vendors for the sale and purchase of the shares in the Australian
Companies and the units in the Australian Trusts.



Australian Trusts means:





	(a)	 	HI (Coogee) Trust;
	 
	(b)	 	HI (Canberra) Trust;
	 
	(c)	 	HI (Townsville) Trust;
	 
	(d)	 	HI (Melbourne) Trust;
	 
	(e)	 	HI (Perth) Trust;
	 
	(f)	 	HI (Terrigal) Trust;
	 
	(g)	 	HI (Potts Point) Trust;
	 
	and Australian Trust means any one of them.




Australian Vendors means Holiday Inns Holdings (Australia) Pty Limited, SPHC Group Pty Limited and
HIA (T) Pty Limited.



Authorisation means:





	(a)	 	any authorisation, approval, licence, permit, consent, qualification, accreditation, filing,
registration, certificate, resolution, direction, declaration, or exemption; and
	 
	(b)	 	for anything which a Government Agency may prohibit or restrict within a specified period after
it is notified, the expiry of that period without intervention or action by that Government Agency.




Books and Records means originals and copies in machine readable or printed form of all registers,
books, reports, correspondence, files, records, accounts, documents and other material in the
possession or control of the Company or the Vendor about or used in connection with the
Company including all:





	(a)	 	information contained in the Data Room;
	 
	(b)	 	operational and financial records contained in People Soft 2002;





					
	 	 	 	 	 
	 
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	(c)	 	employment records;
	 
	(d)	 	documents of title for the Assets; and
	 
	(e)	 	registers required to be maintained by the Companies Act 1993 or the constitution or
other constituent documents of the Company and all minute books of meetings of directors and
members on and from the date that is 6 years prior to the date of Completion;




but does not include any of the items referred to above which relate to the Brands.



Brands means the words, expressions, Iogos, marks and any other expressions which relate to any
hotel brands owned by entities ultimately owned by InterContinental Hotels Group PLC, including
without limitation the brands listed in Schedule 19.



Brand Standard Books means the brand standard books for InterContinental, Crowne Plaza and Holiday
Inn brands made available at the Vendors’ Solicitor’s offices.



Business Accounts means the pro forma accounts of the IHG Business as at the Accounts Date, as set
out in Schedule 5.



Business means the business carried on by the Company of owning and managing the InterContinental
Hotel Wellington as at the date of this Deed.



Business Day means a day that is not a Saturday, Sunday or a public holiday or bank holiday in
Sydney or Wellington.



Cash means the cash in hand at the Property and any cash held in a bank account of the
Company.



Claim means any claim, cost, damages, debt, expense, Tax, GST, any related interest, expense, fine,
penalty or other charge on any Tax, or Liability, loss, allegation, suit, action, demand, cause of
action or proceeding of any kind irrespective of:





	(a)	 	how or when it arises;
	 
	(b)	 	whether it is actual or contingent;
	 
	(c)	 	whether or not it is in respect of legal or other costs, damages, expenses, fees or
losses;
	 
	(d)	 	whether or not it is in respect of a breach of trust or of a fiduciary or other duty
or obligation; and
	 
	(e)	 	whether or not it arises at law or in any other way.




Company means SPHC Equities Limited.



Company Accounts means the pro forma accounts of the Company as at the Accounts Date, as set out in
Schedule 5.



Company
Intercompany Debt means any monies owed by the Company to the Vendor Group on the Vendor
Intercompany Debt Repayment Date.



Completion means completion of the sale and purchase of the Sale Shares under clause 6 of this
Deed.



Completion Date means 31 October 2005 or such other date as notified to the Purchaser in accordance
with clause 6.4 or 6.6.




					
	 	 	 	 	 
	 
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Completion Payment Amount means $55,078,485.



Confidential Information means all:





	(a)	 	know-how, trade secrets, ideas, concepts, technical and operational information, owned or used
by the Company, or other such information of the Vendor Group;
	 
	(b)	 	information concerning the affairs or property of the Company or the Business, property or
transaction in which the Company may be or may have been concerned or interested;
	 
	(c)	 	details of any customers or suppliers of the Company and the Business;
	 
	(d)	 	information about the terms or effect of this Deed; and
	 
	(e)	 	information which by its nature or by the circumstances of its disclosure, is or
could reasonably be expected to be regarded as confidential to:






	 	(i)	 	the Company; or
	 
	 	(ii)	 	any third party with whose consent or approval the Company uses that information.




Confidentiality Deed Poll means the deed poll executed by the Purchaser on 22 April 2005.



Consent
means any consent of a person listed in column 11 of Schedule 20 required under the
documents listed in column 2 of Schedule 20 to the matters contemplated by this Deed.



Contracts means any contract or agreement to which the Company is a party or by which the Company
may be bound and which:





	(a)	 	is not capable of being terminated without compensation at any time or with 12
months’ notice or less and which involves or may involve total annual expenditure in excess of
$25,000; or
	 
	(b)	 	involves or may involve total annual expenditure in excess of $250,000,




as listed in Schedule 13.



Control or Controlled means the possession directly or indirectly of the power, whether or not
having statutory, legal or equitable force, and whether or not based on statutory, legal or
equitable rights, directly or indirectly to control the membership of the board of directors or any
other governing body of the relevant entity or to otherwise directly or indirectly direct or
influence the direction of the management and policies of that entity whether by means of trust,
agreements, arrangements, understandings, practices, the ownership of any interest in shares or
stock of the entity or otherwise.



Data Room means the virtual data room made available to the Purchaser by the Vendor or the
Australian Vendors or their respective advisers, including the website at
“https://www.sydney.bakerextra.com” to which the Purchaser was provided a password to access the
website together with the Brand Standards Books and Hotel Property Plans.



Demand means a written notice of, or demand for, an amount payable.



Deposit means the sum of $6,100,000.



Deposit Account means the bank account established under clause 3.



Deposit Letter means a letter substantially in the form of the letter set out in Schedule 7.




					
	 	 	 	 	 
	 
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Disclosure Index means the index referred to in Schedule 8.



Disclosure Material means the material identified in the Disclosure Index and the Brand Standards
Books and Hotel Property Plans which the Vendor has made available for inspection by the Purchaser
and its representatives and, for the avoidance of doubt, includes the RFI Responses.



Disclosure Schedule means Schedule 17 of this Deed.



Dispute Notice means a written notice under clause 7.5 of any dispute about the Adjustment
Statement.



Dollars
and $ means the lawful currency of New Zealand,
unless otherwise stated


 Employee means all
employees:





	(a)	 	who are employed in the Business as at the date of this Deed; or
	 
	(b)	 	who are
employed in the Business after the date of this Deed,
	 
	and who are still employed at Completion.




Estimated Adjustment Amount means $178,485 (as an adjustment in favour of the Vendor).



Excluded Assets means those assets, contracts and rights details of which are set out in
Schedule 9.



Excluded Representation means any statement, representation, warranty, promise, undertaking or
agreement in connection with the Sale Shares or the Company made by a member of the Vendor Group or
any person acting, or purporting to act, on behalf of a member of the Vendor Group or resulting
from or implied by conduct made in the course of communications or negotiations in connection with
the Sale Shares or the Company not expressly set out in this Deed.



Expert means an independent firm of chartered accountants selected under clause 7.8.



Financial Reporting Standard means an “Applicable financial reporting standard” as defined in the
Financial Reporting Act 1993.



Government Agency means:





	(a)	 	a government, whether foreign, federal, state, territorial or local;
	 
	(b)	 	a department, office or minister of a government acting in that capacity; or
	 
	(c)	 	a commission, delegate, instrumentality, agency, board or other governmental,
semi-governmental, judicial, administrative, monetary or fiscal authority, whether statutory or
not.




GST means goods and services tax payable under the Goods and Services Tax Act 1985 (NZ) or any like
tax.



HI
(Coogee) Trust means the trust known as HI (Coogee) Trust, constituted by a trust deed dated 12
October 1999.



HI
(Canberra) Trust means the trust known as HI (Canberra) Trust, constituted by a trust deed dated
23 March 2001.




					
	 	 	 	 	 
	 
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HI
(Ports Point) Trust means the trust known as HI (Potts Point) Trust, constituted by a trust
deed dated 19 December 1997.



HI (Townsville) Trust means the trust known as HI (Townsville) Trust, constituted by a trust deed
dated 19 April 2000.



HI (Melbourne) Trust means the trust known as HI (Melbourne) Trust, constituted by a trust deed
dated 19 December 1997.



HI (Perth) Trust means the trust known as HI (Perth) Trust, constituted by a trust deed dated 19
December 1997.



HI (Terrigal) Trust means the trust known as HI (Terrigal) Trust, constituted by a trust deed dated
2 March 1998.



Holding Trust means the trust known as HIA Hotels Trust, constituted by a trust deed dated 19 June
1997.




Hotel Property Plans means the plans for the Property made available to the Purchaser at the
Property.



IHG Business means the InterContinental Hotel Wellington business carried on by SPHC (NZ) Holdings
Limited up until the completion date under the Restructuring Agreement, and excludes any other
business or other activities carried on by SPHC (NZ) Holdings Limited.



Income Tax means tax imposed upon income, profits, or gains (including capital gains).



Industrial Instrument means a collective agreement as defined in the Employment Relations Act 2000.



Input Tax Credit has the meaning given to it in the Goods and Services TaxAct 1985.



Insurance Policies means all policies of insurance held by or for the benefit of the Company up to
Completion.



Intercompany Payables has the meaning given to it in Schedule 4.



Intercompany Receivables has the meaning given to it in Schedule 4.




Interest Rate means the rate which is 2% above the minimum rate of interest charged by the
Commonwealth Bank of Australia to corporate customers on overdrafts of $100,000 or more (as
published from time to time in the Australian Financial Review or, if not published, as notified by
the Commonwealth Bank of Australia to the Vendor).



Liabilities means all liabilities, whether actual or contingent, present or future, quantified or
unquantified.



Liquor Licence means each liquor licence in respect of the Property identified in the Disclosure
Material.



Loss means any damage, loss, claim, liability or expense.



Manager means Southern Pacific Hotel Corporation Pty Limited ACN 008 413 367.



Member Employee means Employees who are the Company’s Band 4 remuneration category and above.



NZ
Management Contract means a management contract substantially in the form of the management
contract set out in Schedule 11 of this Deed.




					
	 	 	 	 	 
	 
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NZ Non Disturbance Deed means a non disturbance deed dated on or about the date of this deed,
substantially in the form of the non disturbance deed set out in Schedule 12 of this Deed.



Permitted Encumbrance means:





	(a)	 	a charge or lien arising in favour of a Government Agency by operation of statute for
council rates unless there is default in payment of money secured by that charge or lien;
	 
	(b)	 	any mechanics’, workmen’s or other like lien arising in the ordinary course of
business; or
	 
	(c)	 	any retention of title, equipment or asset lease, asset hire purchase agreement or
equivalent security interest entered into in the ordinary course of day-to-day trading or
operations;
	 
	(d)	 	in respect of the Property, encumbrance 5057388.3 in favour of AMP NZ Office
Featherston Street Limited on certificate of title WN59A/373.




Plant and Equipment means all fixed and loose plant, equipment, machinery, furniture, fixtures and
fittings, computer hardware, vehicles, and all other tangible assets owned by the Company.



Portfolio Side Agreement has the meaning given to it in the Australian Sale Contract.



Post-Completion Tax Period means any Tax period beginning after Completion and that portion of any
Straddle Year beginning after Completion.



Pre-Completion Tax Period means any Tax period ending on or before Completion and that portion of
any Straddle Year ending on Completion.



Property means the property detailed in Schedule 10 and all improvements on that property.



Purchase Price means the amount of $61,000,000.



Purchaser Group means the Purchaser and all other entities Controlled by the Purchaser’s ultimate
holding company and after Completion, includes the Company.



Purchaser Guaranteed Obligations means the obligations of the Purchaser Guarantor as set out in
clause 12.8.



Purchaser’s Financer means the National Australia Bank Limited.



Restructuring Agreement means the Agreement for Sale and Purchase of Real Estate dated 2 August
2005 between SPHC (NZ) Holdings Limited and the Company, pursuant to which the IHG Business and
assets used in the IHG Business were sold to the Company with effect on 31 August 2005.



RFI Responses means the written answers to questions and requests for further information made by
the Purchaser and its employees, representatives and advisers (including directors, partners,
officers and employees of its advisers) through the formal request
for information/RFI process and
forming part of the Disclosure Material.



Sale means the sale and purchase of the Sale Shares in accordance with this Deed.



Sale Shares means all of the shares in SPHC Equities Limited together with all rights attaching to
those shares as at Completion (including ordinary shares and redeemable preference shares).




					
	 	 	 	 	 
	 
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Security Interest means an interest in an asset which provides security for, or protects
against default by, a person for the payment or satisfaction of a debt, obligation or liability
including a mortgage, charge, bill of sale, pledge, deposit, lien, encumbrance, hypothecation,
arrangement for the retention of title, option, lease, hire or hire purchase, restriction as to
transfer, use or possession, easement or subordination and includes a security interest as defined
in the Personal Property Securities Act 1999 (NZ) (excluding a Permitted Encumbrance).



Shared Services Agreement means the shared services agreement between the Manager and the Company
in the form set out in Schedule 25 of the Australian Sale Deed.



Specified Provision means a Warranty, indemnity or any covenant, undertaking, representation or
warranty provided by the Vendor to the Purchaser pursuant to this Deed and for the avoidance of
doubt includes the indemnities contained in Schedule 18.



Stakeholder means Jones Lang LaSalle Hotels (NSW) Pty Limited, as Vendor’s agent.



Straddle Year means a Tax Year commencing before but ending after Completion.



Tax
means a tax, levy, charge, impost, deduction, withholding or duty of any nature (including
stamp and transaction duty) including any penalty, interest or similar amounts charged in relation
to any of the foregoing at any time:





	(a)	 	imposed or levied by any Government Agency; or
	 
	(b)	 	required to be remitted to, or collected, withheld or assessed or re-assessed by, any
Government Agency;.




Tax Demand means a Demand or assessment from a Government Agency requiring the payment of any
Tax in respect of which the Vendor may be liable (directly or indirectly) under this Deed.



Tax Relief means any relief, allowance, exemption, exclusion, set-off, deduction, loss, rebate,
refund, right to repayment or credit granted or available in respect of a Tax under any law.



Tax
Return means all returns, lodgements and instalments made to a Taxation Authority;



Taxation Authority means any person or agency authorised by law to impose, collect or
otherwise administer any Tax.



Tax Years means the income year ending on 31 December or other period in respect of which
Income Tax is payable.



Transaction Bank means the National Australia Bank Limited.



Vendor means Hale International Limited.



Vendor’s Solicitors means Lee Salmon Long Barristers and Solicitors of Level 31, Vero Centre,
48 Shortland Street, Auckland, New Zealand.



Vendor Group means InterContinental Hotels Group PLC (which has its registered office at 67
Alma Road, Windsor, Berkshire SL4 3HD) and all entities Controlled by InterContinental Hotels Group
PLC but excludes the Company.



Vendor Guaranteed Obligations means the obligations of the Vendor’s Guarantor as set out in
clause 12.1.



Vendor Intercompany Debt means any monies owed by the Vendor Group to the Company on the
Vendor Intercompany Debt Repayment Date.




					
	 	 	 	 	 
	 
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Vendor
Intercompany Debt Assignment Steps means the steps set out in Schedule 21 of this
Deed or such other steps as specified by the Vendor and consented to by the Purchaser, such consent
by the Purchaser not to be withheld so long as the steps achieve the objective of discharging all of
the Vendor Intercompany Debt and the Company Intercompany Debt as at the Vendor Intercompany Debt
Repayment Date.



Vendor Intercompany Debt Repayment Date means any date on or before the Completion Date as
reasonably determined by the Vendor.



Warranties means the representations, warranties and covenants made by the Vendor under clause
8.3 and Warranty means any one of them.




Interpretation





	1.2	 	In this Deed, unless the context otherwise requires:






	 	(a)	 	a reference:






	 	(i)	 	to the singular includes the plural and vice versa;
	 
	 	(ii)	 	to a gender includes all genders;
	 
	 	(iii)	 	to a document (including this Deed) is a reference to that document (including any Schedules
and Annexures) as amended, consolidated, supplemented, novated or replaced;
	 
	 	(iv)	 	to an agreement includes any deed, agreement or legally enforceable arrangement or
understanding whether written or not;
	 
	 	(v)	 	to parties means the parties to this Deed and to a party means a party to this Deed;
	 
	 	(vi)	 	to a notice means all notices, approvals, demands, requests, nominations or other
communications given by one party to another under or in connection with this Deed;
	 
	 	(vii)	 	to a person (including a party) includes:






	 	(A)	 	an individual, company, other body corporate, association,
partnership, firm, joint
venture, trust or Government Agency;
	 
	 	(B)	 	the person’s successors, permitted assigns, substitutes, executors and
administrators; and






	 	(viii)	 	to a law:






	 	(A)	 	includes a reference to any constitutional provision, subordinate legislation,
treaty, decree, convention, statute, regulation, rule, ordinance, proclamation, by-law, judgment,
rule of common law or equity or rule of any applicable stock exchange; and
	 
	 	(B)	 	is a reference to that law as amended, consolidated, supplemented or replaced; and
	 
	 	(c)	 	is a reference to any regulation, rule, ordinance, proclamation, by-law or judgment
made under that law;






	 	(ix)	 	to proceedings includes litigation, arbitration, and investigation;





					
	 	 	 	 	 
	 
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	 	(x)	 	to a judgement includes an order, injunction, decree, determination or award of any court
or tribunal;
	 
	 	(xi)	 	to time is a reference to Sydney time;






	 	(b)	 	headings are for convenience only and are ignored in interpreting this Deed;
	 
	 	(c)	 	a warranty, representation, covenant or obligation given or entered into by more than
one person binds them jointly and severally;
	 
	 	(d)	 	if a period of time is specified and dates from, after or before, a given day or the day of an
act or event, it is to be calculated exclusive of that day;
	 
	 	(e)	 	if a payment or other act must (but for this clause) be made or done on a day which is
not a Business Day, then it must be made or done on the next Business Day;
	 
	 	(f)	 	the words “including” or “includes” mean “including but not limited to” or “including
without limitation”;
	 
	 	(g)	 	where a word or phrase is defined, its other grammatical forms have a corresponding
meaning; and
	 
	 	(h)	 	this Deed must not be construed adversely to a party solely because that party was responsible
for preparing it





Payments





	1.3	 	Unless the context otherwise requires, where an amount is required to be paid to a party
(Receiving Party) by another party (Paying Party) under this Deed, that amount must be paid by
immediately available funds and in a form specified by the Paying
Party (such as electronic wire
transfer or bank cheque) to the Receiving Party, or otherwise as set out in the written direction
of the Receiving Party if that written direction is received by the Paying Party more than 2
Business Days before the date upon which payment of the amount is due.





2 Shares



Sale and purchase





	2.1	 	The Vendor sells and the Purchaser purchases, the Sale Shares, free from all Security
Interests, for the Purchase Price and in accordance with this Deed.





All of the Sale Shares





	2.2	 	Neither the Vendor nor the Purchaser will be obliged to complete the purchase of any of the
Sale Shares unless the purchase of all of the Sale Shares is completed simultaneously.





Waiver of pre-emption rights





	2.3	 	The Vendor waives and, prior to Completion, must obtain the waiver from all other relevant
persons, of all restrictions on transfer (including pre-emption rights) that might exist for the
Sale Shares, whether under the constitution of the Company or otherwise.





					
	 	 	 	 	 
	 
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3 Payment of Deposit, Purchase Price and Adjustment Amount 



Payments on signing





	3.1	 	Upon signing this Deed:






	 	(a)	 	the Purchaser must pay the Deposit to the Stakeholder; and
	 
	 	(b)	 	the parties must direct the Stakeholder to immediately invest the Deposit:






	 	(i)	 	in an interest bearing account with the Transaction Bank on 24 hour call;
	 
	 	(ii)	 	in the joint names of the Vendor and the Purchaser; and 
	 
	 	(iii)	 	with the Stakeholder named as
the sole signatory to the Deposit Account.





Release of deposit





	3.2	 	Subject to clause 3.4, the Deposit and all interest earned on the Deposit is to be dealt with
as follows:






	 	(a)	 	on Completion, the parties must direct the Stakeholder to pay the Deposit together
with 50% of the interest credited to the Deposit Account to the Vendor and the balance of the
interest to the Purchaser;
	 
	 	(b)	 	the parties must direct the Stakeholder to pay the Deposit, together with all
interest credited to the Deposit Account, to the Vendor if this Deed is terminated by the Vendor
relying on default by the Purchaser; or
	 
	 	(c)	 	the parties must direct the Stakeholder to pay the Deposit, together with all
interest credited to the Deposit Account, to the Purchaser if this Deed terminates by operation of
clause 4.1.





Exclusion of interest





	3.3	 	Interest earned on the Deposit does not form part of the Purchase Price.





Deduction of charges





	3.4	 	No payment may be made to the Vendor and/or the Purchaser under this clause unless all bank
charges and Taxes levied on or payable on the investment and withdrawal of the Deposit have been
deducted.





Deposit letter





	3.5	 	On signing this Deed, the Vendor and the Purchaser must sign and deliver the Deposit Letter to
the Stakeholder.





Release and directions





	3.6	 	Except as ordered by a court of competent jurisdiction, no payment may be made out of the
Deposit Account except:






	 	(a)	 	as provided in clause 3.2; and
	 
	 	(b)	 	upon receipt by the Stakeholder of a written direction signed by both parties.






	3.7	 	Each party agrees to direct the Stakeholder in writing as required to give full effect to the
provisions of this Deed.





					
	 	 	 	 	 
	 
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Payment of balance of Purchase Price





	3.8	 	The Purchaser must pay the Completion Payment Amount to the Vendor at Completion.





Adjustment Amount





	3.9	 	The Adjustment Amount will be payable in accordance with the provisions in clause 7.





Intercompany Amounts





	3.10	 	The Vendor must pay to the Company the Intercompany Receivables in accordance with the
provisions in clause 7.
	 
	3.11	 	The Purchaser must procure that the Company pays to the
Vendor the Intercompany Payable in
accordance with the provisions in clause 7.





Currency of Payments





	3.12	 	The interest on the Deposit pursuant to clause 3.2 (which is
denominated in Australian dollars)
must be paid to the Vendor in Australian dollars.
	 
	3.13	 	The following payments will be denominated in New Zealand dollars but must be paid to the
Vendor in Australian dollars at an exchange rate of AUD$0.9220 to NZ$1.00:






	 	(a)	 	the Deposit;
	 
	 	(b)	 	the Completion Payment Amount; and
	 
	 	(c)	 	the Adjustment Amount.






	3.14	 	For the avoidance of doubt, all other payments required under
this Agreement must be made in
New Zealand dollars.





4 Termination if Australian Conditions Fail





	4.1	 	If the Australian Sale Contract is terminated by the purchaser or the vendors under the
Australian Sale Contract pursuant to clause 4.5 of the Australian Sale Contract (condition
precedent not satisfied or waived), this Agreement will automatically terminate.





5 Pre-Completion



Pre-Completion notices





	5.1	 	At least 10 Business Days before the Completion Date the Purchaser must nominate to the Vendor
in writing:






	 	(a)	 	new directors of the Company;
	 
	 	(b)	 	the address of the new registered office of the Company; and
	 
	 	(c)	 	the new name of the Company which must not contain any words, expression which refer
to any of the Brands or “SPHC” or any words or expression which are similar or may be mistaken to
be referring to any of the Brands or “SPHC” and reasonably acceptable to the
Vendor.





					
	 	 	 	 	 
	 
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Business to be conducted in ordinary course





	5.2	 	Except as is disclosed in the Disclosure Schedule or as may be required to give effect to or
comply with an express provision of this Deed or any law or regulation or in so far as the
Purchaser has given its written consent (such consent not to be unreasonably withheld or delayed),
until Completion the Vendor will use its reasonable endeavours to ensure that the Company:






	 	(a)	 	conducts its Business in the ordinary course and substantially in the same manner as it was
conducted prior to the date of this Deed other than in relation to the General Manager of the
Company whose employment will be terminated by the Company prior to Completion on terms reasonably
acceptable to the Purchaser and re-employing the General Manager in an entity within the Vendor
Group prior to Completion on terms and conditions of employment no less favourable than those
provided by the Company;
	 
	 	(b)	 	without prejudice to the generality of clause 5.2(a), does not:






	 	(i)	 	enter into any contract or commitment which involves any capital expenditure for more than
$100,000 per item and $375,000 in aggregate, in each case exclusive of GST, except for any contract
or commitment which:






	 	(A)	 	is contracted or committed and paid in full by the Company before Completion;
	 
	 	(B)	 	is incurred to carry out emergency repairs (on such terms as are set out in clause 7.5 of the
NZ Management Contract as if the NZ
Management Contract was in effect); or
	 
	 	(c)	 	would be consistent with the Company’s capital budget for the financial year ending
31 December 2005 as contained in the Data Room or with the new budgets agreed between the Purchaser
and the Vendor between the date of this Deed and Completion;






	 	(ii)	 	enter into, amend or terminate any agreement or incur any commitment not in the ordinary
course of business which is either not capable of being terminated without compensation at any time
or with 12 months’ notice or less or which involves or may involve total annual expenditure in
excess of $100,000;
	 
	 	(iii)	 	acquire, dispose of, or create a Security Interest over, any of the Assets other than
acquisitions or disposals in the ordinary course of business and for less than $150,000;
	 
	 	(iv)	 	distribute or return any capital or declare, approve payment of or pay any dividend to its
members;
	 
	 	(v)	 	issue or agree to issue any shares, units, options, notes, debentures or securities which are
convertible into shares in the Company;
	 
	 	(vi)	 	alter the Company’s constitution;
	 
	 	(vii)	 	without consulting with the Purchaser, employ any person:






	 	(A)	 	where that employment would materially increase the operating costs of the Company; or
	 
	 	(B)	 	with an annual remuneration package of more than $150,000;





					
	 	 	 	 	 
	 
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	 	(viii)	 	except in the ordinary course of business or as disclosed in the Data Room, terminate,
change the terms of employment to a material extent, or pay or provide any bonus, to any Employee;
	 
	 	(ix)	 	acquire or agree to acquire any share, shares, notes, debenture or other interest (including a
contractual interest) in any company, partnership, trust or other venture;
	 
	 	(x)	 	settle an insurance claim instituted by or on behalf of the Company where the sum
claimed exceeds $250,000; or
	 
	 	(xi)	 	enter into any guarantee, indemnity or other agreement to secure any obligation of a third
party (excluding obligations of the Company) or create any Security Interest over any of its assets
or undertaking in any such case other that in the ordinary course of business.






	5.2A	 	The Vendor shall, at least weekly (if feasible), meet with the Purchaser to review and discuss
the conduct and trading results of the Business and to discuss the ongoing conduct of the Business
and the hotel in accordance with clause 5.2.
	 
	5.2AA	 	The Vendor and Purchaser shall establish a liaison committee to be made up of appropriate
persons nominated by them. The role of the liaison committee will be to: facilitate the Vendor and
Purchaser liaising in respect of, and ensuring a smooth transition on, the sale of the Sale Shares;
work together towards an orderly Completion (including the preparation of Adjustments Statements
and other necessary documentation and information); and allow the Purchaser to become familiar with
the Business. The Vendor and the Purchaser agree to use their best commercial endeavours to procure
that the committee adequately performs its role.
	 
	5.2B	 	The Vendor will provide the Purchaser access to the Data Room between the date of this Deed
and the date of Completion.
	 
	5.2C	 	Prior to Completion, the Vendor will use reasonable efforts to procure that the trade marks
“Chameleon” and “emerge HEALTH CLUB AND SPA” are transferred into the name of the Company.





Obligations of Vendor on Completion





	5.3	 	If, before Completion, the Purchaser becomes aware of a breach by the Vendor of clause 5.2 then
the Purchaser shall:






	 	(a)	 	promptly notify the Vendor and provide reasonable details of the breach; and
	 
	 	(b)	 	if the breach is capable of remedy, not make any claim in respect of that breach or
take any other action against the Vendor under this Deed in respect of that breach without first
giving the Vendor at least 20 Business Days to remedy the breach. For the avoidance of doubt, there
is no obligation on the Vendor to remedy any such breach after being notified of the breach
pursuant to clause 5.3(a). If any part of that 20 Business Day period
falls after Completion, the
Vendor may have access to the Property during that part of the period:






	 	(i)	 	for the purposes of remedying the relevant breach; and
	 
	 	(ii)	 	if it complies with the Purchaser’s reasonable requirements in relation to
access to the Property and the remedying of the breach; and





					
	 	 	 	 	 
	 
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	 	(c)	 	if the breach is not capable of remedy or if the Vendor has not remedied the breach
within the time period specified in clause 5.3(b), any claim in respect of that breach will be
treated as a warranty claim under clause 8 of this Deed.





Insurance Policies





	5.4	 	The Vendor shall, and shall procure that each Vendor Group member shall continue in force all
policies of insurance maintained by them in respect of the Assets, Property and the Business until
Completion and will have the interest of the Purchaser noted on each such policy of insurance. For
the avoidance of doubt, the Vendor shall pay, and shall procure that each Vendor Group member and
the Company pays, all premiums falling due for payment prior to Completion in respect of the
Insurance Policies when due. Up to Completion, the Vendor will not vary the terms of any Insurance
Policy or replace any Insurance Policy with another policy of insurance unless the terms of the new
policy are at least equivalent to the terms of the relevant Insurance Policy.
	 
	5.5	 	Subject to clause 5.7, the Insurance Policies will cease to apply to or cover the Company or
the Business immediately following Completion except as otherwise provided under the NZ
Management Contract.
	 
	5.6	 	From Completion:






	 	(a)	 	in respect of any Insurance Policy which is a “claims made” basis policy:






	 	(i)	 	no Vendor Group member will be required to provide or make available to the Company
any insurance coverage under any such policy; and
	 
	 	(ii)	 	the cessation of the application of or coverage under the Insurance Policies will,
subject to the terms of the relevant policy, be without prejudice to any accrued claims notified to
the relevant insurer which are pending at Completion; and






	 	(b)	 	in respect of any “occurrence” basis policy, the Company shall continue to benefit
from the policy, subject to the terms of the relevant policy, in relation to events occurring prior
to Completion but in respect of which no claim has yet arisen at the time of Completion.






	5.7	 	The Vendor and the Purchaser agree that any claims made under any of the Insurance Policies in
respect of the Company shall be administered and collected by the Vendor (or by a claims handler
appointed by the Vendor) on behalf of the Company. The Vendor will consult with and seek the
consent of the Purchaser in relation to settling any claim. The Purchaser shall, and shall procure
that the Company shall:






	 	(a)	 	cooperate fully with the Vendor to enable the Vendor to comply with the reasonable requirements
of the relevant insurer; and
	 
	 	(b)	 	provide such information, assistance and access to Employees (or their successors) as the
Vendor may reasonably require in connection with any such claim.






	 	 	Any monies and other benefits received by the Vendor as a result of such claims shall be paid over
or provided to the Purchaser for the benefit of the Company, net of all reasonable costs and
expenses of recovery (including all reasonable handling and collection charges by any claims
handler appointed by the Vendor).
	 
	5.8	 	In respect of all claims under the Insurance Policies referred to in clause 5.7 which are
notified to insurers prior to Completion and all claims subsequently brought under any Insurance
Policy which relates to the Company, the Vendor and the Vendor Group:





					
	 	 	 	 	 
	 
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	 	(a)	 	shall be responsible for the deductible on each relevant Insurance Policy; and
	 
	 	(b)	 	will not be entitled to seek reimbursement of such deductible from the Purchaser.






	5.9	 	Clause 5.6 to 5.9 is a continuing obligation and will not merge or be extinguished on
Completion or termination of this Deed.





Vendor Intercompany Debt





	5.10	 	Notwithstanding any other provision hereof, on the Vendor Intercompany Debt Repayment Date,
the Vendor must procure that the Vendor Intercompany Debt Assignment Steps are taken by the
relevant Vendor Group members and the Company and that the Vendor
Intercompany Debt and the Company
Intercompany Debt is discharged.





Damage or Destruction





	5.11	 	If before Completion any of the Assets or the Property are damaged, destroyed or otherwise
affected, or the Company incurs a Liability or a Loss:






	 	(a)	 	to a degree that materially and adversely affects the conduct or profitability of the Business
or any of the Sale Shares; and
	 
	 	(b)	 	by Completion the Vendor has not adequately replaced or repaired the Assets or the Property
affected or the Purchaser has not received or is not satisfied that it will promptly receive
sufficient compensation under any Insurance Policy to cover the Purchaser’s or the Company’s loss
suffered,

	 
	 		 	then the Purchaser may elect to:
	 
	 	(c)	 	make an appropriate adjustment to the Purchase Price as agreed between the Vendor and the
Purchaser to sufficiently compensate the Purchaser or the Company for its loss suffered, or failing
agreement, as determined by an Expert in accordance with clauses 7.8, 7.11 and 7.12; or
	 
	 	(d)	 	otherwise vary the terms of this Deed, as agreed by the Vendor and the Purchaser.





Purchaser’s access prior to Completion





	5.12	 	The Vendor must between the date of this Deed and Completion on receiving reasonable notice
from the Purchaser:






	 	(a)	 	provide or ensure the provision of all information and assistance which may reasonably be
requested by the Purchaser; and
	 
	 	(b)	 	permit representatives of the Purchaser to have access to and take extracts from or copies of
any books, correspondence, accounts or other records relating to the Business or the Properly in
the Vendor’s possession or control or the possession or control of the Company,

	 
	 		 	
for the purpose of the Purchaser’s review of the accounts and financial statements of the Company,
provided that such access and assistance does not unreasonably interfere with the conduct of the
Business.





					
	 	 	 	 	 
	 
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6 Completion



Time and place of Completion





	6.1	 	Completion must:






	 	(a)	 	take place at the offices of Baker & McKenzie, Level 27, 50 Bridge Street, Sydney on the
Completion Date, or at such other place as the parties may agree; and
	 
	 	(b)	 	take place contemporaneously with completion of the Australian Sale Contract.





Obligations of Purchaser on Completion





	6.2	 	On Completion the Purchaser must:






	 	(a)	 	pay the Completion Payment Amount to the Vendor;
	 
	 	(b)	 	open new bank accounts for the Company;
	 
	 	(c)	 	cause the Company to enter into the NZ Management Contract, NZ Non Disturbance Deed and the
Shared Services Agreement; and
	 
	 	(d)	 	cause the relevant financier(s) to enter into the NZ Non Disturbance Deed.





Obligations of Vendor on Completion





	6.3	 	At Completion the Vendor must:






	 	(a)	 	make available by leaving at the Property or deliver to the Purchaser:






	 	(i)	 	a registrable transfer of the Sale Shares duly executed by the registered holder in favour of
the Purchaser, together with any share certificates for the Sale Shares or a certificate by a
director of the Company that no share certificates have been issued for the Sale Shares;
	 
	 	(ii)	 	all waivers or consents which the Purchaser may reasonably require to enable the Purchaser to
be registered as holder of the Sale Shares;
	 
	 	(iii)	 	all of the following:






	 	(A)	 	a copy of the Company constitution;
	 
	 	(B)	 	the Books and Records;
	 
	 	(C)	 	any Confidential Information in respect of the Company in the possession or control of the
Vendor or the Company;
	 
	 	(D)	 	the certificate of incorporation of the Company;
	 
	 	(E)	 	the certificate of title for the Property;
	 
	 	(F)	 	executed originals to the extent available, or copies of the Contracts listed in Schedule 13;
and






	 	(iv)	 	the executed resignations of each of the directors of the Company, in the form set out in
Schedule 14, effective from the close of the meetings referred to in clause 6.3(c);





					
	 
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	 	 	 	provided, however, that in relation to items referred to in paragraphs (iii) above (together
Records):






	 	(v)	 	Purchaser recognises that certain Records may relate primarily to the Vendor Group generally
rather than specifically to the Company and that the Vendor may retain such Records and will
provide copies of the relevant portions to the Purchaser;
	 
	 	(vi)	 	Vendor may retain all Records prepared in connection with the sale of the Sale Shares,
including bids received from other parties and analyses relating to the Company; and
	 
	 	(vii)	 	Vendor may retain any Tax returns, reports or forms, other than returns, reports or forms
that relate solely to the Company and, on request, the Purchaser will be provided with copies or
extracts of such returns, reports or forms only to the extent they relate to separate returns or
separate Tax liability of the Company;






	 	(b)	 	cause a meeting of directors of the Company to be held and obtain at the meeting, subject to
payment of stamp duty (if any):






	 	(i)	 	the approval of the registration of the transfers of the Sale Shares;
	 
	 	(ii)	 	the cancellation of the existing certificates for the Sale Shares; and
	 
	 	(iii)	 	the issue of new certificates for the Sale Shares in favour of the Purchaser; and
	 
	 	(iv)	 	the closure of the Company bank accounts ; and
	 
	 	(v)	 	appropriate documents relating to a change in the name of the Company to a name reasonably
acceptable to the Vendor;






	 	(c)	 	cause a meeting of shareholders of the Company to be held and obtain at the meeting:






	 	(i)	 	the appointment of those persons nominated under clause 5.1 (a) as directors of the Company and
who have consented in writing to act as directors;
	 
	 	(ii)	 	the acceptance of the resignations of directors received under clause 6.3(a)(v); and






	 	(d)	 	cause the Manager to execute to the NZ Management Agreement, NZ Non Disturbance Deed and Shared
Services Agreement.





Non compliance





	6.4	 	If, despite the Vendor’s best endeavours, the Vendor has not complied with any of the
provisions of this clause 6 on the Completion Date, the Vendor may at its option, defer Completion
for up to 3 months after 31 October 2005 (in which case the provisions of this clause 6.4 will apply
to the deferred Completion).
	 
	6.5	 	If either party has not complied with any of the provisions of this clause 6 on the Completion
Date and the Vendor have not made the election to extend Completion pursuant to clause 6.4, the
other party may at its option:






	 	(a)	 	proceed to Completion so far as is practical without affecting its rights under this Deed; or
	 
	 	(b)	 	terminate this Deed by notice to the non-complying party.





					
	 	 	 	 	 
	 
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Defer Completion





	6.6	 	The Vendor may, at their option and on more than one occasion by notice in writing to the
Purchaser, defer Completion for up to 3 months after 31 October 2005 (in which case the provisions
of this clause 6.6 will apply to the deferred Completion).






	7	 	Adjustment Statement and Intercompany Receivables and Payables Cash float






	7.1	 	Prior to Completion, the Vendor may remove all cash from the Cash float, provided that 2 weeks
prior to Completion, the Vendor has given to the Purchaser an estimate of the Cash float to be
removed on Completion.





Adjustment Statement





	7.2	 	The Vendor shall procure that as soon as practicable, but in any event within 60 Business Days
following Completion, the preparation of the Adjustment Statement in accordance with Schedule 4 and
provide a copy to the Purchaser.
	 
	7.3	 	The Purchaser must, in connection with the preparation of the Adjustment Statement:






	 	(a)	 	provide or ensure the provision of all information and assistance which may
reasonably be requested by the Vendor; and
	 
	 	(b)	 	permit representatives of the Vendor to have access to and take extracts from
or copies of any books, correspondence, accounts or other records relating to the Property in
the Purchaser’s possession or control or the possession or control of the Company.






	7.4	 	The cost of preparing the Adjustment Statement will be borne equally by the Purchaser and the
Vendor.





Dispute





	7.5	 	If the Purchaser disputes the correctness of the Adjustment Statement, the Purchaser may within
10 Business Days of receiving the Adjustment Statement issue a Dispute Notice to the Vendor setting
out in reasonable detail the basis of the dispute.
	 
	7.6	 	The parties must negotiate in good faith to resolve any dispute within 10 Business Days after
the issue of a Dispute Notice.
	 
	7.7	 	If the dispute is not resolved under clause 7.6, the remaining matters in dispute must be
promptly referred by the parties to the Expert for determination.
	 
	7.8	 	The parties must appoint the Expert, which must be an independent firm of chartered accountants
selected by agreement between the parties or, failing agreement within 14 Business Days of any
party issuing a Dispute Notice, as selected by the President for the time being of the Institute of
Chartered Accountants of Australia.
	 
	7.9	 	The Expert must be directed by the parties to determine any matter in dispute as soon as
practicable but in any case within 20 Business Days of its appointment by:






	 	(a)	 	applying the principles set out in Schedule 4;
	 
	 	(b)	 	having regard to any written submissions made to the Expert by the parties or their
representatives within 5 Business Days of the appointment of the Expert;





	 	 	 
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	 	(c)	 	making such enquiries or inspections as the Expert considers in its absolute discretion
to be necessary; and
	 
	 	(d)	 	determining the form and content of the Adjustment Statement and the amount of the Actual
Adjustment Amount and providing notice of its determination to all parties.






	7.10	 	The determination of the Expert as to the matters in dispute, the form and content of the
Adjustment Statement and the amount of the Actual Adjustment Amount will (in the absence of
manifest error) be final and binding on the parties.
	 
	7.11	 	In making its determination the Expert will act as an expert and not as an arbitrator.
	 
	7.12	 	The costs of the Expert shall be borne equally by the Purchaser and the Vendor.





Adjustment





	7.13	 	If:






	 	(a)	 	the Actual Adjustment Amount as shown in the Adjustment Statement:






	 	(i)	 	is an adjustment in favour of the Vendor of less than $138,485 then the
Vendor will pay an amount to the Purchaser equal to $178,485 less the Actual Adjustment
Amount; or
	 
	 	(ii)	 	is an adjustment in favour of the Purchaser then the Vendor will pay an amount to
the Purchaser equal to $178,485 plus the Actual Adjustment Amount in favour of the
Purchaser;






	 	(b)	 	the Actual Adjustment Amount as shown in the Adjustment Statement is an adjustment in
favour of the Vendor greater than $218,485 then the Purchaser will pay an amount to the Vendor
equal to the excess of the Actual Adjustment Amount over $178,485;
	 
	 	(c)	 	a Dispute Notice is not issued by the Purchaser in accordance with clause 7.5
then the payment under clause 7.13(a) or 7.13(b) shall be made within
15 Business Days after
the date that the Purchaser received the Adjustment Statement and ifa Dispute Notice is issued
then the payment under clause 7.13(a) or 7.13(b) shall be made within 5 Business Days of the
date that the Expert makes its determination pursuant to clause 7.9.





Intercompany Debt





	7.14	 	The Vendor must procure that the relevant Vendor Group member repay the Intercompany
Receivable.
	 
	7.15	 	The Purchaser must procure that the Company repays the Intercompany Payable.
	 
	7.16	 	Ifa Dispute Notice is not issued by the Purchaser in accordance with clause 7.5 then the
payment under clause 7.14 and/or 7.15 shall be made within 15
Business Days after the date that the
Purchaser received the Adjustment Statement and ifa Dispute Notice is issued then the payment under
clause 7.14 and/or 7.15 shall be made within 5 Business Days of the date that the Expert makes its
determination pursuant to clause 7.9.





	 	 	 
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	8	 	Warranties and indemnity
	 
	 	 	“As is” condition






	8.1	 	Except as provided for in this Deed, the Business and the
Assets are held by the Company:
	 
	 	 	(a)
in its state of repair and condition; and
	 
	 	 	(b) subject to the
Contracts,
	 
	 	 	in each case as at the date
of this Deed.
	 
	8.2	 	Other than as allowed under, or for a breach of, this Deed, the Purchaser shall not make any
claim, objection or requisition against the Vendor or rescind or terminate this Deed in respect of:






	 	(a)	 	the condition of the Business or the Assets, including without limitation, the
Property; or
	 
	 	(b)	 	the terms of any Contract or any breach of any Contract by a party other than
the Company.





Vendor Warranties and Indemnities





	8.3	 	The Vendor represents, warrants and covenants to the Purchaser that each statement contained in
Schedule 2 is true, accurate and not misleading as at the date of this Deed and on Completion
(except where a warranty refers only to one of those dates or to another specific date, that
warranty is given only at that date).
	 
	8.4	 	Any Warranty qualified by the expression “to the best of the Vendor’s knowledge” or any similar
expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of those
persons set out in column (1) of Schedule 15 and the knowledge that such persons ought reasonably
to have, after making all due and careful enquiries, in each ease in relation to those Vendor’s
Warranties set out against each such person’s name in column (3) of Schedule 15.
The Vendor warrants that each person referred to in Schedule 15 is qualified to comment on and
has the necessary knowledge, skills and experience to give evidence
of the Vendors knowledge
in respect of the relevant item.





Purchaser’s Warranties





	8.5	 	The Purchaser and the Purchaser Guarantor each represent, warrant and covenant to and with the
Vendor that each of the statements set out in Schedule 3 is true, accurate and not misleading as at
the date of this Deed and on Completion (except where a warranty refers only to one of those dates
or to another specific date, that warranty is given only at that date).





Other Warranties and conditions excluded and Statutory Actions




	 	 	 	 	 
	8.6

	 	(a)
	 	Except as expressly set out in this Deed, all terms, conditions, warranties and statements
(whether express, implied, written, oral, collateral, statutory or otherwise) are excluded to the
maximum extent permitted by law and, to the extent they cannot be excluded, the Vendor disclaims
all Liability in relation to them to the maximum extent permitted by law.
	 
	 	 	 	 
	 

	 	(b)
	 	To the maximum extent permitted by law, and without limiting any right to sue for breach
of contract under this Deed including clause 8.3, the Purchaser shall not make, and waives
any right it may have to make, any claim against the Vendor or any of its






	 	 	 
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directors, officers, employees, agents or advisers (including any director, partner,
officer or employee of any adviser):




	 	(i)	 	under section 52 of the Trade Practices Act 1974 (Cth), section 12DA of the
Australian Securities and Investment Commission Act 2001 or Part 7.10 of the
Corporations Act or the corresponding provision of any state or territory enactment;
	 
	 	(ii)	 	under any similar provision of any other enactment in any other jurisdiction
including the Fair Trading Act 1986 (NZ); or
	 
	 	(iii)	 	in relation to any common law claim, or claim pursuant to the Contractual
Remedies Act 1979 (NZ) or Contractual Mistakes Act 1981 (NZ), for misrepresentation,
misstatement or mistake except to the extent arising from fraud;






in respect of the Sale or any other matters which are the subject of this Deed
(including the Warranties) or the Disclosure Materials.



Disclosures





	8.7	 	The Purchaser acknowledges the Warranties are given subject to, all matters:






	 	(a)	 	fairly disclosed in the Disclosure Schedule;
	 
	 	(b)	 	fairly disclosed in the Disclosure Materials;
	 
	 	(c)	 	to the extent to which there is an adequate allowance, provision or reserve in
the Accounts;
	 
	 	(d)	 	in the public domain which the Purchaser would have found if it made reasonable
inquiries in respect of the Business of major New Zealand newsprint reports over the past 6
months;
	 
	 	(e)	 	which would be revealed by a search of any public records held by, or by making
enquiries of, any Government Agency including the Companies Office Register maintained by the
NZ Ministry of Economic Development and the Land Information New Zealand;
	 
	 	(f)	 	which would have been apparent from:






	 	(i)	 	an inspection of the Company’s Books and Records contained in the Data Room; and
	 
	 	(ii)	 	the actual physical inspection of the Assets by the Purchaser, conducted between
9 to 15 July 2005 (inclusive),
	
provided that clauses 8.7(a), (b) and (0(i) do not apply in respect of the Warranties in
Schedule 2 paragraphs 5.1 — 5.3 (inclusive),







Conditions of payment and Claims for breach





	8.8	 	Despite any other provision of this Deed, each of the following applies in respect of this
Deed.






	 	(a)	 	The Vendor is not liable to make any payment (whether by way of damages or otherwise) for
any breach of any Specified Provision unless a Claim is made in writing by the Purchaser
against the Vendor:





	 	 	 
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	 	(i)	 	in the case of any claim under paragraph 25 of Schedule 2 (tax warranties)
and/or paragraph 5 of Schedule 18 (tax indemnities), within 6 years after the Completion
Date; and
	 
	 	(ii)	 	in the case of any other claim, within 18 months after the Completion Date.






	 	(b)	 	The maximum aggregate amount that the Purchaser may recover from the Vendor (whether by way
of damages or otherwise) in respect of all breaches of the Specified Provision is:






	 	(i)	 	in the case of any warranty or indemnity in relation to any Tax, the Purchase Price;

	 
	 	(ii)	 	in the case of any claim under paragraphs 1, 2, 3, 4, 5, 6, 9.1 and 9.2 of
Schedule 2, and clause 8.24(b) to (f), the Purchase Price; and
	 
	 	(iii)	 	in the case of any other claim, 25% of the Purchase Price.






	 	(c)	 	The Vendor is not liable to make any payment (whether by way of damages or
otherwise) for breach of any Specified Provision in respect of any individual claim (or a series
of claims arising from an event or substantially similar circumstances) where the amounts finally
adjudicated or agreed against the Vendor (disregarding the provisions of this clause 8.8(c)) in
respect of any such claim or series of claims does not exceed $50,000. Where the liability agreed
or determined in respect of any such claim or series of claims exceeds $50,000, the Vendor will
be liable for the amount of the claim or series of claims as agreed or determined and not merely
for the excess. For the purpose of calculating whether the $50,000 amount referred to in this clause has
been exceeded, all claims in relation to Tax will be taken to constitute a single
individual claim for an amount which is equal to the total of all amounts adjudicated or
agreed against the Vendor in relation to Tax, calculated on a cumulative basis throughout
the period referred to in clause 8.8(a)(i).
	 
	 	(d)	 	The Vendor is not liable to make any payment (whether by way of damages or
otherwise) for any breach of any Specified Provision in respect of any claim unless the total of
all amounts finally adjudicated or agreed against the Vendor (disregarding the provisions of this
clause 8.8(d)) in respect of breaches of Specified Provision exceeds $400,000. Where the
liability agreed or determined in respect of all claims exceeds $400,000, the Vendor will be
liable for the aggregate amount of all claims as agreed or determined and not merely for the
excess.
	 
	 	(e)	 	The Vendor’s Liability in respect of any breach of any Specified Provision will be
reduced or extinguished (as the case may be) to the extent that the breach has arisen as a result
of any act or omission on or after Completion by or on behalf of the Purchaser.
	 
	 	(f)	 	The Vendor’s Liability in respect of any breach of any Specified Provision will be
reduced or extinguished (as the case may be) to the extent that the breach has arisen as a
result of any act or omission by or on behalf of the Vendor where the Purchaser has
requested in writing that act or omission.
	 
	 	(g)	 	If after the Vendor has made any payment to the Purchaser for any breach of any Specified
Provision the Purchaser Group receives any benefit or credit by reason of matters to which the
breach relates (including a Tax benefit or credit) then if the Purchaser has been fully
compensated for the whole of the Loss it suffers (Purchaser’s
Loss), the Purchaser must
immediately repay to the Vendor a sum corresponding to the amount of the payment made by the
Vendor to the Purchaser but only to the extent that any payment from the Vendor when added to
any other





	 	 	 
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	 	 	payment received by the Purchaser in respect of the Purchaser’s Loss is in excess of
the amount of the Purchaser’s Loss.






	 	(h)	 	The Vendor will not be liable to make any payment (whether by way of damages or
otherwise) for any breach of any Specified Provision:






	 	(i)	 	where the breach is as a result of any legislation not in force at the
date of this Deed including legislation which takes effect retrospectively;
	 
	 	(ii)	 	where the breach is as a result of or in respect of a change in the judicial
interpretation of the law in any jurisdiction after the date of this Deed;
	 
	 	(iii)	 	where the breach is as a result of or in respect of a change in the
administrative practice of any Government Agency after the date of this Deed including
any change which takes effect retrospectively;
	 
	 	(iv)	 	without limiting clause 8.8(g), to the extent that the Purchaser Group is
actually indemnified against, or otherwise recovers from a person other than the Vendor
in respect of any loss or damage arising out of the breach whether by way of contract,
indemnity or otherwise; or
	 
	 	(v)	 	for any indirect, consequential or economic loss or loss of profit or
revenue, however arising.





Acknowledgments





	8.9	 	 The Purchaser acknowledges and agrees that:






	 	(a)	 	except as expressly set out in this Deed, neither the Vendor nor any person acting on
behalf of or associated with the Vendor has made any representation, given any advice or
given any warranty or undertaking, promise or forecast of any kind in relation to the Sale
Shares, the Company, any of the Property, or this Deed;
	 
	 	(b)	 	without limiting paragraph (a), and except as expressly set out in this Deed and in the
Accounts, no representation, no advice, no warranty, no undertaking, no promise and no
forecast is given in relation to:






	 	(i)	 	any economic, fiscal or other interpretations or evaluations by the Vendor or any
person acting on behalf of or associated with the Vendor or any other person;
	 
	 	(ii)	 	future matters, including future or forecast costs, prices, revenues or profits; or
	 
	 	(iii)	 	the principles to be applied by any Government Agencies with respect to the
regulation of the hotel industry and, in particular, matters affecting revenue, prices
and charges and service levels.






	8.10	 	The Purchaser acknowledges and agrees that without limiting clause 8.9, and except for the
statements made in Schedule 2 and in this Deed, no statement or representation made by the Vendor:






	 	(a)	 	has induced or influenced the Purchaser to enter into this Deed or agree to any
or all of its terms;
	 
	 	(b)	 	has been relied on in any way as being accurate by the Purchaser;
	 
	 	(c)	 	has been warranted to the Purchaser as being true; or





	 	 	 
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	 	New Zealand Share Sale Deed

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	 	(d)	 	has been taken into account by the Purchaser as being important to the Purchaser’s
decision to enter into this Deed or agree to any or all of its terms.






	8.11	 	The Purchaser acknowledges and agrees that it has competently and diligently carried out an
investigation and has examined and acquainted itself concerning all available information which is
relevant to the risks, contingencies and other circumstances which could affect its decision to
enter into this Deed. The Vendor and the Purchaser each confirm and acknowledge that as at the date
of this Deed nothing has come to their attention which would constitute a breach of the
representations, warranties or covenants made by the Vendor in this Deed.





Insurance





	8.12	 	Intentionally Deleted.
	 
	8.13	 	Intentionally Deleted.





Restructure of the Purchaser Group or change in accounting policies





	8.14	 	The Vendor will not be liable for any breach of any Specified Provision to the extent that the
breach would not have arisen but for any restructure or change in ownership of the Purchaser Group
on or after Completion or any change in the accounting policies and changes in tax practices (in a
manner consistent with clause 2.1 of Schedule 18) of the Purchaser Group on or after Completion.





Reduction of Purchase Price





	8.15	 	Any monetary compensation received by the Purchaser from the Vendor as a result of any breach
by the Vendor of any Specified Provision will be in reduction and refund of the Purchase Price.





Remedies for breach of Specified Provision





	8.16	 	The Purchaser acknowledges that its sole remedy for a breach of a Specified Provision is
damages other than specific performance of obligations.





No Liability where breach





	8.17	 	Without limiting the operation of any other provision of this Deed, the Vendor’s Liability in
respect of any breach of any Specified Provision will be reduced or extinguished to the extent the
Vendor’s Liability has arisen as a result of any breach by the Purchaser of any provision of this
Deed.





Mitigation of Losses





	8.18	 	The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance
is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a
liability in respect of any claim under this Deed.





Limitation in relation to Tax





	8.19	 	The Vendor are not liable under a Claim for any Loss arising from any matter or circumstance
set out in clause 2 of Schedule 18 and clause 1.2(b) of Schedule 18 applies to the Purchaser as if
set out in full in this Deed.





Indemnification by Purchaser





	8.20	 	Intentionally Deleted.





	 	 	 
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	8.21	 	Following Completion, the Purchaser agrees to indemnify the Vendor Group and its officers,
directors, employees and agents and hold them harmless from the liabilities set out in paragraph 3
of Schedule 18.
	 
	8.22	 	The Purchaser and the Purchaser’s Guarantor shall indemnify the Vendor and the Vendor Group
and its officers, directors, employees and agents and hold them harmless against any Liabilities,
Loss, cost, damage and expense incurred by the Vendor or the Vendor Group in connection with any
Claim against the Vendor or the Vendor Group to the extent that the Claim arises from or is
connected with any breach by a Purchaser or the Purchaser’s Guarantor of any warranty of the
Purchaser set out in Schedule 3 or of any other term of this Deed.





Indemnification by Vendor





	8.23	 	Following Completion, the Vendor shall indemnify the Purchaser Group and its officers,
directors, employees and agents and hold them harmless from the liabilities set out in paragraph 5
of Schedule 18.






	8.24	 	The Vendor shall indemnify the Purchaser and the Purchaser Group and its officers, directors,
employees and agents and hold them harmless against any Liabilities, Loss, cost, damage and expense
incurred by the Purchaser or the Purchaser Group in connection with:






	 	(a)	 	any Claim against the Purchaser or the Purchaser Group to the extent that the Claim arises
from or is connected with any breach by the Vendor of any Specified Provision or of any other
term of this Deed;
	 
	 	(b)	 	the restructure of the Vendor Group prior to Completion including any Claim by a
liquidator, receiver or other person against the Company arising in connection with the sale
and transfer of the IHG Business by SPHC (NZ) Holdings Limited to the Company, the Vendor
Intercompany Debt Assignment Steps and the discharge of the Vendor Intercompany Debt and the
Company Intercompany Debt;
	 
	 	(c)	 	any failure by SPHC (NZ) Holdings Limited to complete the transfer of the
Property from SPHC(NZ) Holdings Limited to the Company prior to Completion in accordance with
the Restructuring Agreement;
	 
	 	(d)	 	any failure by SPHC (NZ) Holdings Limited to complete the transfer of the Business and
Assets other than the Property from SPHC(NZ) Holdings Limited to the Company prior to
Completion in accordance with the Restructuring Agreement;
	 
	 	(e)	 	the deregistration of the Company from the New Zealand Companies Register on 4
March 2005 and reinstatement of the Company to the Register on 21 July 2005 or otherwise in
respect of any Claim arising in connection with the period of deregistration and the period
prior to deregistration; and
	 
	 	(f)	 	Any Claim which AMP NZ Office Featherstone Street Limited may have against the
Company or the Purchaser or in respect of the Business or Assets as a result of the
operation of the right of first refusal set out in clause 25 of the Management Agreement
for Office Power Carpark and Hotel between AMP NZ Office, Featherstone Street Limited and
SPHC (NZ) Holdings Limited dated 2 July 2001.





	 	 	 
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	9	 	Claims





Notification of Potential Claims





	9.1	 	If the Purchaser or any member of the Purchaser Group becomes aware of any fact, matter or
circumstance that gives rise to a claim against the Vendor under this Deed, the Purchaser must as
soon as reasonably practicable and in any event within 60 Business Days, give a notice in writing
to the Vendor setting out such information and supplying copies of all relevant correspondence as
the Purchaser or other member of the Purchaser Group (acting reasonably) determines is reasonably
necessary to enable the Vendor to assess the merits of the claim provided that no information
prejudicial to the interests of the Purchaser Group need be disclosed.






	9.2	 	Failure to give notice within such period shall not affect the rights of the Purchaser.





Notification of Claims under this Deed





	9.3	 	Notices of claims against the Vendor under this Deed must be given by the Purchaser to the
Vendor within the time limits specified in clause 8.8(a), specifying in reasonable detail the legal
and factual basis of the claim and may include (in the Purchaser’s discretion) the evidence on
which the Purchaser relies and, if practicable, an estimate of the amount of Losses which are, or
are to be, the subject of the claim (including any Losses which are contingent on the occurrence of
any future event).






	9.4	 	Notwithstanding clause 9.3 if:






	 	(a)	 	the Purchaser or any Purchaser Group member lodges a claim under the terms of any
insurance policy of or applicable to the Purchaser or the Purchaser Group member (Insurance
Claim); and






	 	(b)	 	 pursues and conducts the Insurance Claim with due diligence (to the standard of
a reasonable insured who would receive the benefit of any payment under the insurance
policy),







	 	then the time during which the Insurance Claim is being conducted by the Purchaser will not
be counted towards the calculation of the time limit specified in clause 8.8(a) during which
the Purchaser must commence legal proceedings under clause 8.8(a).










Commencement of Proceedings





	9.5	 	Any claim notified pursuant to clause 9.3 will (if it has not been previously satisfied,
settled or withdrawn) be deemed to be irrevocably withdrawn
9 months after the notice is given
pursuant to clause 9.3 or in the case of any contingent liability,
9 months after such contingent
liability becomes an actual liability and is due and payable unless legal proceedings in respect of
it:






	 	(a)	 	have been commenced by being both issued and served; and
	 
	 	(b)	 	are being continue to be pursued with reasonable diligence.





Investigation by the Vendor





	9.6	 	 In connection with any matter or circumstance that may give rise to a claim against the Vendor
under this Deed:






	 	(a)	 	the Purchaser will allow subject to the Purchaser’s rights and preservation of legal
privilege, and must procure that the relevant Purchaser Group member allows, the Vendor and
its financial, accounting or legal or other advisers to reasonably





	 	 	 
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investigate (including reasonable physical inspections of the Property) the matter
or circumstance alleged to give rise to a claim and whether and to what extent any amount
is payable in respect of such claim; and




	 	(b)	 	the Purchaser must disclose to the Vendor material of which the Purchaser is aware which
relates to the claim and shall, and may procure that any other relevant members of the Purchaser
Group shall, give, subject to their being paid all reasonable costs and expenses, such
information and assistance, including access to premises and personnel, and the right to examine
and copy or photograph any assets, accounts, documents and records, as the Vendor or its
financial, accounting or legal advisers may reasonably request.
	 
	 	(c)	 	The Vendor agrees to keep all such information provided to it under this clause 9.6
confidential and to use it only for the purpose of investigating and defending the claim in
question.





Conduct of Third Party Claims





	9.7	 	If the matter or circumstance that may give rise to a claim against the Vendor under this Deed
is a result of or in connection with a claim by or liability to a third party then:






	 	(a)	 	subject to the Vendor indemnifying the Purchaser or the relevant member of the
Purchaser Group concerned against all Losses and Liabilities to the reasonable satisfaction of
the Purchaser or the relevant member of the Purchaser Group, the Purchaser must, or the Purchaser
must procure that any other member of the Purchaser Group takes such action as the Vendor may
reasonably request to avoid, dispute, deny, defend, resist, appeal, compromise or contest such
claim;
	 
	 	(b)	 	the Vendor will be entitled to at its own expense and in its absolute discretion,
but subject to consultation with the Purchaser and with the consent of the Purchaser, to take
such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal,
compromise or contest such claim or liability (including, without limitation, making
counterclaims or other claims against third parties) in the name of and on behalf of the
Purchaser or other member of the Purchaser Group concerned and to have the conduct of any
related proceedings, negotiations or appeals provided that the Vendor in exercising its rights
under this clause must have reasonable regard to the preservation of the reputation and
relationships of the Purchaser and the Purchaser Group and must otherwise act in such a manner
that will not prejudice the Purchaser’s or the Purchaser Group’s rights or position;
	 
	 	(c)	 	the Purchaser or other member of the Purchaser Group concerned may not admit,
compromise, dispose of or settle such claim without the written consent of the Vendor (not to be
unreasonably withheld);
	 
	 	(d)	 	if the Vendor makes any request pursuant to clause 9.7(a), the Purchaser must, and
the Purchaser must procure that any other member of the Purchaser Group takes all reasonable
steps to procure that the Vendor is provided on reasonable notice with all material
correspondence and documentation relating to the claim as the Vendor may reasonably request that
does not prejudice the rights or position of the Purchaser or the Purchaser Group.
	 
	 	(e)	 	The Vendor agrees to keep all such correspondence and information confidential and to use
it only for the purpose of dealing with the relevant claim.






	9.8	 	If the matter or circumstance that may give rise to a claim against the Vendor under this Deed
is a result of or in connection with a claim by or liability to a third party in clause 9.7 is in





	 	 	 
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relation to Tax, the provisions set out in clause 1 of Schedule 18 apply to the extent
specifically provided for in clause 1 of Schedule 18 and otherwise the provisions of this clause
9 apply to such claims.




	10	 	Confidentiality and announcements





Provisions to remain confidential





	10.1	 	Subject to clauses 10.2 and 10.3 each party must not, without the prior written consent of the
other parties disclose:






	 	(a)	 	the content or effect of this Deed;
	 
	 	(b)	 	prior to Completion, any Confidential Information obtained by it.





Permitted disclosures





	10.2	 	A party may make disclosures:






	 	(a)	 	to those of its employees, officers, professional or financial advisers and bankers as the
party reasonably thinks necessary to give effect to this Deed but only on a strictly
confidential basis; and
	 
	 	(b)	 	in the case of the Purchaser, to the unit holder of the HANZ Trust; and
	 
	 	(c)	 	if required by law or rules of a securities exchange, after the form and terms
of that disclosure have been notified to the other party and the other party has had a
reasonable opportunity to comment on the form and terms.





Announcement





	10.3	 	Any party may make announcements or statements at any time in the form and on the terms
previously agreed by the parties in writing, which agreement must not be unreasonably withheld.





Confidentiality Deed Poll





	10.4	 	As and from Completion, the Purchaser is released from its obligation to keep the Confidential
Information (as that term is defined in the Confidentiality Deed Poll) confidential pursuant to the
Confidentiality Deed Poll. For the avoidance of doubt, the Purchaser is not released from its
obligations in relation to Recipient Advisors or Recipient Agents under the Confidentiality Deed
Poll.






	11	 	Notices





Requirements





	11.1	 	All notices must be:






	 	(a)	 	in legible writing and in English;
	 
	 	(b)	 	addressed to the recipient at the address or facsimile number set out below or to such
other address or facsimile number as that party may notify to the other parties:






to the Vendor and Vendor’s Guarantor:



	 	 	 
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Address: Level 9, 504 Pacific Highway, St. Leonards, NSW 2065 / 230 Victoria Street,
#13-00 Buois Junction Towers, Singapore 188024



Attention: Chief Operating Officer ANZSP / Asia Pacific General Counsel




Facsimile
no: +612 9437 6811/ +65 6395 6158




with a copy to Baker & McKenzie




Address: Level 27, AMP Centre, 50 Bridge Street, Sydney NSW 2000




Attention: Graeme Dickson




Facsimile no: +61 2 9225 1595




to the Purchaser and Purchaser Guarantor:




Address: -Goldfields House, Level 10, 1 Alfred Street, Sydney NSW 2000




Attention: Kumar Kalyanakumar




Facsimile no: +61 2 9252 7266




with a copy to Henry Davis York




Address: 44 Martin Place, Sydney NSW 2000




Attention: Roger Dobson




Facsimile no: +61 2 9947 6999





	 	(c)	 	signed by the party or where the sender is a company by an officer of that company
or under the common seal of that company; and
	 
	 	(a)	 	sent to the recipient by hand, prepaid post (airmail if to or from a place
outside Australia) or facsimile.





Receipt





	11.2	 	Without limiting any other means by which a party may be able to prove that a notice has been
received by another party, a notice will be deemed to be duly received:






	 	(a)	 	if sent by hand when left at the address of the recipient;
	 
	 	(b)	 	if sent by pre-paid post, 3 days (if posted within Australia to an address in Australia)
or 10 days (if posted from one country to another) after the date of posting; or
	 
	 	(c)	 	if sent by facsimile, upon receipt by the sender of an acknowledgment or transmission
report generated by the machine from which the facsimile was sent indicating that the whole
facsimile was sent to the recipient’s facsimile number;






but if a notice is served by hand, or is received by the recipient’s facsimile on a day which
is not a Business Day, or after 5.00 pm on a Business Day, recipient’s local time the notice
is deemed to be duly received by the recipient at 9.00 am on the first Business Day after that
day.



	 	 	 
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	12	 	Vendor & Purchaser Guarantees




 Vendor’s Guarantee



	12.1	 	In consideration of the Purchaser entering into this Deed, the Vendor’s Guarantor guarantees
to the Purchaser the due and punctual performance of:






	 	(a)	 	all the obligations, commitments, undertakings, warranties and indemnities of the Vendor
under or pursuant to this Deed; and
	 
	 	(b)	 	without limiting the generality of paragraph (a), the obligations of the Vendor under the
following provisions of this Deed:






	 	(i)	 	obligation of the Vendor to make any payment to the Purchaser pursuant to clause
7.13; and
	 
	 	(ii)	 	obligation of the Vendor to make any payment to the Purchaser for a breach of any
Specified Provision pursuant to clause 8.






	12.2	 	If and whenever the Vendor defaults for any reason whatsoever in the performance of any of the
Vendor Guaranteed Obligations, the Vendor’s Guarantor must promptly, upon demand, unconditionally
perform or procure the performance of, and satisfy or procure the satisfaction of, the Vendor
Guaranteed Obligations in regard to which such default has been made in the manner prescribed under
this Deed and so that the same benefits shall be conferred on the Purchaser as they would have
received if the Vendor Guaranteed Obligations had been duly performed and satisfied by the Vendor.





Separate and principal obligations





	12.3	 	The guarantee and indemnity contained in clauses 12.1 to 12.7 is a principal obligation and is
not ancillary or collateral to any other right or obligation. The Purchaser need not take any steps
against the Vendor or any other person (other than by serving a demand on the Vendor’s Guarantor)
before it enforces this guarantee and indemnity.





Obligations of Vendor’s Guarantor unaffected





	12.4	 	The obligations of the Vendor’s Guarantor under this guarantee and indemnity will not be
affected in any way by any act, omission, matter or thing, which except for this provision might
operate to release it from its obligations under this clause.





Indemnity



 
	12.5	 	
 As a separate and alternative obligation, any amount not paid by the Vendor’s Guarantor under
this clause on the basis of a guarantee is recoverable from the Vendor’s Guarantor on the basis of
an indemnity payable on demand. For the avoidance of doubt, notwithstanding any provision hereof
other than clause 12.7, the parties agree and acknowledge that the scope and extent of the
liability of the Vendor’s Guarantor for a breach of this Deed is no greater than the liability of
the Vendor.





Time limit





	12.6	 	The rights of the Purchaser and the obligation of the Vendor’s Guarantor pursuant to clauses 12.1 to 12.7 survive Completion but terminates:






	 	(a)	 	in the case of any claim by the Purchaser under paragraph 25 of Schedule 2 (tax
warranties) and/or paragraph 5 of Schedule 18 (tax indemnity), within 6 years after the
Completion Date; and





	 	 	 
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	 	(b)	 	in case of any other claim by the Purchaser, within 18 months after the Completion
Date,





unless there is a claim under clause 9 that remains unresolved between the parties or such
extended period applies as referred to in clause 9.4, in which case the obligations of the
Vendor’s Guarantor pursuant to clauses 12.1 to 12.7 will continue until the Vendor’s
obligations in respect of such claim are fully and completely performed and satisfied.



Excluded Claims





	12.7	 	Notwithstanding any other provision hereof, clauses 12.1 to 12.7 shall only apply to the
Vendor Guaranteed Obligations and for the avoidance of doubt to the extent permitted by law but
without limiting any right to sue for breach of contract under this Deed (including clause 8.3),
does not apply to any Claim made by the Purchaser against the Vendor:






	 	(a)	 	under section 52 of the Trade Practices Act 1974 (Cth), section 12DA of the Australian
Securities and Investment Commission Act 2001 or Part 7.10 of the Corporations Act or the
corresponding provision of any state or territory enactment;
	 
	 	(b)	 	under any similar provision of any other enactment in any other jurisdiction including the
Fair Trading Act 1986 (NZ); or
	 
	 	(c)	 	in relation to any common law claim, or claim pursuant to the Contractual Remedies Act
1979 (NZ) or Contractual Mistakes Act 1981 (NZ), for misrepresentation, misstatement or
mistake except to the extent arising from fraud,






in respect of the Sale or any other matters which are the subject of this Deed (including the
Warranties) or the Disclosure Materials.



Purchaser’s Guarantee





	12.8	 	In consideration of the Vendor entering into this Deed, the Purchaser Guarantor guarantees to
the Vendor the due and punctual performance of all the obligations, commitments, undertakings,
warranties and indemnities of the Purchaser under or pursuant to this Deed.
	 
	12.9	 	If and whenever the Purchaser defaults for any reason whatsoever in the performance of any of
the Purchaser Guaranteed Obligations, the Purchaser Guarantor must promptly, upon demand,
unconditionally perform or procure the performance of, and satisfy or procure the satisfaction of,
the Purchaser Guaranteed Obligations in regard to which such default has been made in the manner
prescribed under this Deed and so that the same benefits shall be conferred on Vendor as they would
have received if the Purchaser Guaranteed Obligations had been duly performed and satisfied by the
Purchaser.





Separate and principal obligations





	12.10	 	The guarantee and indemnity contained in clauses 12.8 to 12.12 is a principal obligation and is
not ancillary or collateral to any other right or obligation. The Vendor need not take any steps
against the Purchaser or any other person (other than by serving a demand on the Purchaser
Guarantor) before it enforces this guarantee and indemnity.





Obligations of Purchaser Guarantor unaffected




	12.11	 	The obligations of the Purchaser Guarantor under this guarantee and indemnity will not be
affected in any way by any act, omission, matter or thing, which except for this provision might
operate to release it from its obligations under this clause.





	 	 	 
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Indemnity





	12.12	 	As a separate and alternative obligation, any amount not paid by the Purchaser Guarantor
under this clause on the basis of a guarantee is recoverable from the Purchaser Guarantor on the
basis of an indemnity payable on demand. For the avoidance of doubt, notwithstanding any provision
hereof, the parties agree and acknowledge that the scope and extent of the liability of the
Purchaser’s Guarantor for a breach of this Deed is no greater than the liability of the Purchaser.





Time limit





	12.13	 	The rights of the Vendor and the obligation of the Purchaser’s Guarantor pursuant to clauses
12.8 to 12.14 survive Completion and are not limited to any particular time period but continue
until all obligations of the Purchaser under this Deed have been fully and completely performed and
satisfied.





Limitation





	12.14	 	The Purchaser’s Guarantor enters into this Deed only in its capacity as trustee and manager
of the HANZ Trust and in no other capacity. A Purchaser Guaranteed Obligation can be enforced
against the Purchaser’s Guarantor only to the extent to which it is satisfied out of property of
the HANZ Trust out of which the Purchaser’s Guarantor is actually indemnified for the Purchaser
Guaranteed Obligation. This limitation of the Purchaser’s Guarantor’s liability applies despite any
other provision of this Deed and extends to all Purchaser Guaranteed Obligations.






	12.15	 	No party (other than the Purchaser’s Guarantor) may sue the Purchaser’s Guarantor in any
capacity other than as responsible entity of the HANZ Trust, including to seek the appointment of a
receiver (except in relation to property of the HANZ Trust), a liquidator, an administrator or any
similar person to the Purchaser’s Guarantor or prove in any liquidation, administration or
arrangement of or affecting the Purchaser’s Guarantor (except in relation to the property of the
HANZ Trust).






	12.16	 	The provisions of clauses 12.14 to 12.18 do not apply to any Purchaser Guaranteed Obligation
to the extent it is not satisfied because under the constitution or by operation of law there is a
reduction in the extent of the Purchaser’s Guarantor’s indemnification out of the property of the
HANZ Trust, as a result of the Purchaser’s Guarantor’s fraud, negligence or breach of trust. The Purchaser’s Guarantor is not to be regarded as being negligent or in breach of trust to
the extent to which any failure by the Purchaser’s Guarantor has been caused or contributed to
by a failure by any other person to fulfil its obligations in relation to the HANZ Trust or
any other act or omission of another person.






	12.17	 	No attorney, agent, receiver or receiver and manager appointed in accordance with this Deed
has authority to act on behalf of the Purchaser’s Guarantor in any way which exposes the
Purchaser’s Guarantor to any personal liability and no act or omission of any such person will be
considered fraud, negligence or breach of trust of the Purchaser’s Guarantor for the purpose of
clause 12.16.






	12.18	 	The Purchaser’s Guarantor is not obliged to do or refrain from doing anything under this Deed
(including incur any liability) unless the Purchaser’s Guarantor’s liability is limited to the same
manner as set out in clauses 12.14 to 12.18.





	 	 	 
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	13	 	Liquor Licence 




Notice and Consents



	13.1	 	The parties agree that the Purchaser will (at its cost) notify and obtain approval by the
relevant Government Agencies within the relevant time period of the change of control of the
Company and the appointment of new directors of the Company or take such other steps as may
otherwise be necessary in relation to the Liquor Licence as a result of the share sale contemplated
in this Deed.






	13.2	 	At the request of the Purchaser, the Vendor must or must procure the Company and the directors
of the Company (at the sole cost of the Purchaser) to sign all documents and do such other things
as the Purchaser may reasonably require prior to Completion and after Completion in order for the
Purchaser to give the notice take any other steps required under clause 13.1.





Purchaser Consent





	13.3	 	The Vendor shall not make an application to vary the Liquor Licence without first seeking
consent from the Purchaser.





Completion not delayed





	13.4	 	The obtaining of any consents from or giving of any notices to, the Government Agencies in
respect of the Liquor Licences is not a condition to Completion. The Purchaser may not delay
Completion on the basis of a failure to receive consent from any Government Authority.





14 Period After Completion





	14.1	 	Access to Records






	 	(a)	 	The Purchaser shall use its reasonable endeavours to procure that all Books and
Records obtained from the Vendor under this Deed are preserved in respect of the period
commencing on the Completion Date until the later of:






	 	(i)	 	6 years from the Completion Date; and
	 
	 	(ii)	 	any date required by an applicable law.






	 	(b)	 	After Completion the Purchaser shall, provided the Purchaser’s or the Purchasers
Group’s rights are not adversely affected, on reasonable notice by the Vendor acting
reasonably and in good faith:






	 	(i)	 	provide the Vendor and its advisers with reasonable access to the Books and Records
obtained from the Vendor under this Deed and allow the Vendor to inspect and obtain
copies or certified copies of such Books and Records at the Vendor’s expense; and
	 
	 	(ii)	 	provide the Vendor and its advisers with reasonable access to the personnel and
premises of the Purchaser and the Company as the Purchaser considers is appropriate,






for the purposes of assisting the Vendor to prepare tax returns, accounts and other
financial statements, discharge statutory obligations or comply with Tax or other legal



	 	 	 
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requirements for financial disclosure or to conduct legal or arbitration proceedings,
but not proceedings against the Purchaser or Purchaser Group.




	 	(c)	 	The Vendor shall reimburse the Purchaser for its reasonable costs in retrieving any
Books and Records and making personnel and premises available under this clause 14.1.
	 
	 	(d)	 	In providing any such Books and Records, the Purchaser is not obliged to waive
privilege.
	 
	 	(e)	 	The Vendor shall comply with all steps required by the Purchaser to preserve the
confidentiality of the Books and Records.
	 
	 	(f)	 	The Purchaser agrees that the Vendor may retain copies of any Books and Records
which it may require to enable it to comply with any applicable law after the Completion
Date.





Taxation Returns





	14.2	 	The Vendor and the Purchaser acknowledge and agree that the provisions of clause 4 of
Schedule 18 apply as if set out in full in this Deed.





15 Consents





	15.1	 	Prior to Completion, the Vendor must use its reasonable endeavours to obtain consent to
the change in control of the Company from each of the persons listed as contract counterparty in
respect of each of the contracts listed in Schedule 20.





16 GST




GST to be added to amount payable





	16.1	 	Unless otherwise expressly stated, all amounts payable under this Deed are expressed to be
exclusive of GST. If GST is payable on a Taxable Supply, the amount payable for that Taxable Supply
will be the amount expressed in this Deed plus GST. The recipient of the Taxable Supply must pay
the GST to the supplier on the earlier of the time of making payment of the consideration on which
the GST is calculated and the issue of an invoice relating to the Taxable Supply. The supplier must provide a
tax invoice to the recipient as a pre condition for payment by the recipient of the GST.





Impact of GST on calculation of amounts payable





	16.2	 	lf an amount payable under this Deed is calculated by reference to a Liability incurred by a
party, then the Liability must be reduced by the amount of any Input Tax Credit to which that party
is entitled in respect of that Liability. A party will be assumed to be entitled to a full Input
Tax Credit unless it demonstrates that its entitlement is otherwise prior to the date on which
payment must be made.





	 	 	 
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	17	 	General Provisions





Costs





	17.1	 	Each party must pay its own costs in respect of this Deed and the documents contemplated by
this Deed except that Purchaser must pay all stamp duty payable on and in connection with this
Deed, the transfer of the Sale Shares and any other documents contemplated by this Deed (other than
any document relating to the Vendor Intercompany Debt Assignment Steps or other restructure steps take by the Vendor Group prior to Completion).





Non-merger





	17.2	 	To the extent applicable, the provisions of this Deed are continuing and will not merge or be
extinguished on Completion.





Effect of termination





	17.3	 	If this Deed terminates or is terminated under clause 4.1 or 6.5(b):






	 	(a)	 	the parties are released from the obligation to continue to perform this Deed
and any other obligations which by their nature survive termination; and
	 
	 	(b)	 	each party retains the rights it has against any other party for any past breach
of the Deed.





Indemnities





	17.4	 	The indemnities contained in this Deed are:






	 	(a)	 	continuing, separate and independent obligations of the parties from their
other obligations, and survive the termination of this Deed; and
	 
	 	(b)	 	absolute and unconditional and unaffected by anything which otherwise might have the
effect of prejudicing, releasing, discharging or affecting the liability of the party giving
the indemnity.





Invalid or unenforceable provisions




	17.5	 	If a provision of this Deed is invalid or unenforceable in a jurisdiction:






	 	(a)	 	it is to be read down or severed in that jurisdiction to the extent of the invalidity or
unenforceability; and
	 
	 	(b)	 	it does not affect the validity or enforceability of:






	 	(i)	 	that provision in another jurisdiction; or
	 
	 	(ii)	 	the remaining provisions.





Waiver and exercise of rights





	17.6	 	A waiver by a party of a provision or of a right under this Deed is binding on the party
granting the waiver only if it is given in writing and is signed by the party or an officer of the
party granting the waiver.






	17.7	 	A waiver is effective only in the specific instance and for the specific purpose for which it
is given.





	 	 	 
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	17.8	 	A single or partial exercise of a right by a party does not preclude another or further
exercise or attempted exercise of that right or the exercise of another right.
	 
	17.9	 	Failure by a party to exercise or delay in exercising a right does not prevent its exercise or
operate as a waiver.





Amendment





	17.10	 	This Deed may be amended only by a document signed by all parties.





Counterparts





	17.11	 	This Deed may be signed in counterparts and all counterparts taken together constitute one
document.





Further assurances





	17.12	 	Each party must, at its own expense, whenever requested by another party, promptly do or
arrange for others to do everything reasonably necessary to give full effect to this Deed and the
transactions contemplated by this Deed.





Assignment





	17.13	 	A party must not transfer, assign, create an interest in or deal in any other way with any of
its rights under this Deed without the prior written consent of the other parties.





Entire Agreement





	17.14	 	This Deed together with any documents referred to in this Deed or executed in connection
with this Deed is the entire agreement of the parties about the subject matter of this Deed and
supersedes any representations, negotiations, arrangements, understandings or agreements and all
other communications.





Rights cumulative




	17.15	 	The rights, remedies and powers of the parties under this Deed are cumulative and not
exclusive of any rights, remedies or powers provided to the parties by law.





Consents and Approvals





	17.16	 	If the doing of any act, matter or thing under this Deed is dependent on the consent or
approval of a party or is within the discretion of a party, then, unless otherwise specified, the
consent or approval may be given or the discretion must be exercised reasonably.





Jurisdiction





	17.17	 	Each party irrevocably and unconditionally:






	 	(a)	 	submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia; and
	 
	 	(b)	 	waives any claim or objection based on absence of jurisdiction or inconvenient forum.





Service of process





	17.18	 	Each party agrees that a document required to be served in proceedings about this Deed may be
served:





	 	 	 
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	 	(a)	 	if originating process or a subpoena to be served on a company or registered body by being
sent by post to or left at its registered office, and in all other cases at its address for
service of notices under clause 11 ; or
	 
	 	(b)	 	in any other way permitted by law.





Governing Law





	17.19	 	This Deed is governed by the laws of New South Wales, Australia.





Interest





	17.20	 	Any payment to be made in accordance with this Deed shall attract interest for the period
commencing on the date that payment is due and ending on the date that payment is received by the
relevant party. Interest will accrue daily and be compounded at monthly intervals at the Interest
Rate.





Independent Advice





	17.21	 	Each of the Vendor and the Purchaser confirms it has received independent legal advice
relating to all the matters provided for in this Deed and agrees that the provisions of this Deed
(including the Disclosure Schedule and all documents entered into pursuant to this Deed) are fair
and reasonable.





Time of the Essence





	17.22	 	Time is of the essence of this Deed.






	17.23	 	If the parties agree to vary a time requirement, the time requirement so varied is of the
essence of this Deed.






	17.24	 	An agreement to vary a time requirement must be in writing.





	 	 	 
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Execution




Executed as an agreement.




Signed by

Hale International Limited

by a duly appointed attorney in the presence

of:




	 	 	 
	/s/ Phil Lee

	 	/s/ Tony South
	 

	 	 
	Signature of witness

	 	Signature of attorney (I have no notice of revocation of
the power of attorney under
which I sign this document)
	 
	 	 
	Phil Lee

	 	Tony South
	 

	 	 
	Name of witness (please print)

	 	Name of attorney (please print)
	 
	 	 
	Signed by

Six Continents Limited

by a duly appointed attorney in the presence

of:
	 	 
	 
	 	 
	/s/ Phil Lee

	 	/s/ Tony South
	 

	 	 
	Signature of witness

	 	Signature of attorney (I have no notice of
revocation of the power of attorney under
which I sign this document)
	 
	 	 
	Phil Lee

	 	Tony South
	 

	 	 
	Name of witness (please print)

	 	Name of attorney (please print)
	 
	 	 
	Signed by

HANZ Holdings (New Zealand) Limited

by two directors:
	 	 
	 
	 	 
	/s/ Robert Thomas Kelly

	 	/s/ Selliah Kalyanakumar
	 

	 	 
	Signature
of / director

	 	Signature of director
	 
	 	 
	Robert Thomas Kelly

	 	Selliah Kalyanakumar
	 

	 	 
	Name of director (please print)

	 	Name of director (please print)






	 	 	 
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	Signed by

Eureka Funds Management Limited

by a director and secretary/director:
	 	 
	 
	 	 
	/s/ Robert Thomas Kelly

	 	/s/ Selliah Kalyanakumar
	 

	 	 
	Signature of secretary/director:

	 	Signature of director
	 
	 	 
	Robert Thomas Kelly

	 	Selliah Kalyanakumar
	 

	 	 
	Name of secretary/director (please print)

	 	Name of director (please print)






	 	 	 
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Schedule 1




Group Structure









	 	 	 
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Schedule 2




Warranties





	1   	 	Accuracy of Information






	1.1	 	To the best of the Vendor’s knowledge, the information set out in Schedule 1 (Group
Structure), Schedule 10 (Property), Schedule 13 (Contracts) and the Disclosure Schedule) is
complete, accurate and not misleading by omission or otherwise.






	2   	 	Power and Authority






	2.1	 	The Vendor and the Vendor Guarantor are duly incorporated and validly exist under the law of its
place of incorporation.
	 
	2.2	 	The Vendor and the Vendor Guarantor have the power and authority to execute this Deed and perform
and observe all its terms and each transaction contemplated by this Deed to be performed and
observed by them.
	 
	2.3	 	The execution and delivery of this Deed has been properly authorised by all necessary corporate
action of the Vendor and the Vendor Guarantor.
	 
	2.4	 	This Deed constitutes a legal, valid and binding obligation of the Vendor and the Vendor
Guarantor, enforceable in accordance with its terms by appropriate legal remedy.
	 
	2.5	 	The execution, delivery and performance by the Vendor and the Vendor Guarantor of this Deed and
each transaction contemplated by this Deed do not or will not (with or without the lapse of time,
the giving of notice or both) contravene, conflict with or result in
a breach of or default under:






	 	(a)	 	any provision of the relevant constitution of the Vendor or the Vendor Guarantor;
	 
	 	(b)	 	any material term or provision of any security arrangement, undertaking,
agreement or deed; or
	 
	 	(c)	 	any writ, order or injunction, judgment, law, rule or regulation to which it is
a party is subject or by which it is bound.






	3   	 	Solvency




 
	3.1	 	
None of the following has occurred and is subsisting, or is threatened, in relation to the any of the
Vendor, the Vendor’s Guarantor or the Company.








	 	(a)	 	The appointment of a receiver, statutory or official manager or liquidator.
	 
	 	(b)	 	An application or an order made, proceedings commenced, a resolution passed or proposed in
a notice of meeting or other steps taken for:






	 	(i)	 	the liquidation, winding up, dissolution, or administration of any of the Vendor,
the Vendor Guarantor or the Company; or





	 	 	 
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	 	(ii)	 	any of the Vendor, the Vendor Guarantor or the Company entering into an
arrangement, compromise or composition with or assignment for the benefit of their
creditors or a class of them.






	 	(c)	 	The Vendor, the Vendor Guarantor or the Company:






	 	(i)	 	being (or taken to be under applicable legislation) unable to pay its debts, other
than as the result of a failure to pay a debt or claim the subject of a good faith
dispute; or
	 
	 	(ii)	 	stopping or suspending, or threatening to stop or suspend, payment of all or a
class of their debts.






	 	(d)	 	The appointment of a controller, receiver, statutory or official manager,
administrator receiver or similar officer to any of the assets and undertakings of the Vendor,
the Vendor Guarantor or the Company.






	3.2	   	The shares in the Company and the Assets are not liable to a claim by a trustee in bankruptcy
or liquidator, or receiver or statutory or official manager.






	4   	 	The Company






	4.1	 	The Company:






	 	(a)	 	is duly incorporated and validly existing under the law of New Zealand; and
	 
	 	(b)	 	has the power to own the Assets and carry on the Business.






	4.2	 	The only activity of the Company is the holding of the Assets and the conduct of the Business.
	 
	4.3	 	The Company does not hold or beneficially own any shares or other interest in any body corporate.
	 
	5	 	Sale Shares and Units
	 
	5.1	 	The Vendor is the legal and beneficial owner of the Sale Shares.
	 
	5.2	 	On Completion, the Purchaser will acquire the full beneficial ownership of all of the Sale
Shares free and clear of any Security Interest (other than a Permitted Encumbrance) or Claim of any
person.
	 
	5.3	 	The Sale Shares are all the issued shares in the capital of the Company. The Sale Shares have
been validly allotted and issued (including that they have not been issued in violation of any
pre-emptive or similar rights of any person) and are fully paid and no moneys are owing in respect
of them.
	 
	5.4	 	No person has any right to call for the present or future issue or transfer of any share or
debenture or other security (including a convertible security) in or of the Company.
	 
	5.5	 	The Company has not:






	 	(a)	 	given any financial assistance (as defined in the Companies Act 1993 (NZ)) in
connection with the acquisition or issue of its shares otherwise than in accordance with the
Companies Act 1993 (NZ);





	 	 	 
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	 	(b)	 	redeemed or repaid any share capital, reduced its share capital or offered or
agreed to buy back any of its shares otherwise than in accordance with the Companies Act
1993 (NZ).






	5.6	 	All dividends or distributions declared, made or paid by the Company have been declared, made
or paid in accordance with its constitution and in accordance with
the Companies Act 1993 (NZ).
	 
	6	 	Constitution
	 
	6.1	 	The affairs and Business of the Company have been conducted in all material respects in
accordance with its constitution.
	 
	6.2	 	The copy of the constitution of the Company in the Disclosure Materials is a true, accurate,
complete and up to date copy of the constitution of the Company, there have been no amendments,
resolutions, minutes or other instruments or documents that materially affect the constitution and
the constitution complies with all material applicable laws.
	 
	6.3	 	All statutory books and records of the Company are complete, accurate and not misleading by
omission or otherwise, and have been fully and properly kept and are up to date with true, accurate
and complete entries and records.
	 
	6.4	 	The Company has:






	 	(a)	 	complied with all material legal requirements for the filing of returns,
particulars, notices and other documents with all Government Agencies;
	 
	 	(b)	 	complied with all material legal requirements in relation to the conduct of
its Business in all material respects; and
	 
	 	(c)	 	conducted its Business and its affairs generally in accordance with all
material applicable laws, orders, regulations, by-laws and other similar requirements.






	7	 	Ownership of Assets and the Business
	 
	7.1	 	Except as disclosed in the Disclosure Material, all Assets:






	 	(a)	 	are owned by the Company;
	 
	 	(b)	 	are, where capable of possession, in the possession or under the control of the
Company; and
	 
	 	(c)	 	none of such Assets is the subject of a Security Interest or the subject of any
factoring arrangement, conditional sale or credit agreement or Claim by any person.






	7.2	 	The Assets are:






	 	(a)	 	all the assets used in the Business; and
	 
	 	(b)	 	all the assets that are needed to conduct the Business in the manner in which it has
been conducted in the 12 months before the date of this Deed,






other than the Brands and the Holidex Plus Reservation System.



	 	 	 	 	 	 	 
	 

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	7.3	 	The Business and the Assets will be in the same state of repair and condition (subject to fair
wear and tear) on Completion as they were as at the date of this Deed.
	 
	8	 	Authorisations and compliance
	 
	8.1	 	No material charge, fine, penalty, order for restitution or compensation or damages and no
notice to clean up or take action has been made against the Company in respect of the
obligations of it under any Authorisations required to conduct the Business which have not
been complied with.
	 
	8.2	 	The Company has not received any fire safety or other notices in respect of the Property or
the Assets from a Government Agency which have not been complied with.
	 
	8.3	 	There is no fact or circumstance which may result in the Business being in breach of any
Authorisation or which may otherwise result in the revocation, suspension, cancellation,
non-renewal or material variation of any Authorisation required to conduct the Business.
	 
	8.4	 	The Company has not, nor have its officers and employees (in the course of their employment)
committed or omitted to do any act or thing the commission or omission of which is in material
contravention of any law that may have a material adverse impact on the Business.
	 
	8.5	 	The Company is not a party to any contract which is in breach of the Commerce Act 1986 (NZ) or
any applicable restrictive trade practices legislation. The Company has not engaged or engages in
any conduct or practice which is in breach of that legislation.
	 
	9	 	Property





General





	9.1	 	The Property comprises all the land and buildings owned, leased or occupied by the Company.
	 
	9.2	 	The Company is the legal and beneficial owner of the Property.
	 
	9.3	 	To the best of the Vendor’s knowledge:






	 	(a)	 	the Company has not received any notice from any person claiming any right, title or
interest in the Property;
	 
	 	(b)	 	no person other than the Company has any present or contingent legal or
beneficial right, title or interest in any of the Property and without limitation the
Property is free and clear of all Security Interests except for Permitted Encumbrances; and
	 
	 	(c)	 	the Property is not occupied or entitled to be occupied presently or in the
future (as a result of any existing contract, arrangement or understanding) as to whole or
part
(whether by lease, sublease, agreement, arrangement or understanding) by any third party.






	10	 	Superannuation
	 
	10.1	 	All employment-related superannuation contributions required under any relevant
Industrial Instrument in respect of the Employees or prior employees or any applicable agreement
for or with the Employees or prior employees have been made.





	 	 	 	 	 	 	 
	 

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	10.2	 	The superannuation fund disclosed in Schedule 16 is the only superannuation fund to which the
Company makes a superannuation contribution in relation to the Employees. The superannuation fund
provides for a defined contribution in respect of the Employees.
	 
	10.3	 	The Company has satisfied its superannuation commitments (if any) and has made all payments
necessary to sufficiently fund the superannuation scheme to a level at which all benefits
prospectively and contingently payable to the Employees can be met, and has provided all documents
and information as required and in the time required under the Superannuation Schemes Act 1989 in
relation to the Employees and prior employees, and to the trustee or offeror of any of the
superannuation schemes set out in Schedule 16.
	 
	10.4	 	The Company has not received written notice of any claim or complaint in relation to the
superannuation arrangements of the relevant Member Employees or prior employees.
	 
	10.5	 	Except as set out in Schedule 16, the Company has no obligation to any Employees, or to the
trustee or offeror of any other superannuation fund or similar arrangement whether under an
agreement, contract or any other arrangement, whether express or implied or whether enforceable or
otherwise:






	 	(a)	 	to make superannuation contributions in respect of any Employee or other
person; or
	 
	 	(b)	 	otherwise to make periodical or lump sum payments in relation to
any Employee’s superannuation benefit and/or benefit upon retirement.






	11	 	Industrial Relations






	11.1	 	The Company has not signed, any Industrial Instrument or any other contractual agreement
with any trade union or employee organisation of any kind, about the Employees.
	 
	11.2	 	There is no existing, threatened or pending industrial dispute or pay claim involving the
Company or any of the Employees.
	 
	11.3	 	The Company has not received notification that it has not complied in any respect with, and
there are no facts or circumstances which may give rise to any breach of, any contractual,
statutory, legal and fiscal obligations of and in relation to its employment of the Employees
including all codes of practice, Industrial Instrument and individual employment agreements.






	12	 	Contracts
	 
	12.1	 	Each of the Contracts listed in Schedule 13:






	 	(a)	 	are the only contracts that involve or may involve total annual expenditure in excess
of $250,000;
	 
	 	(b)	 	is valid, binding and enforceable against the Company in accordance with its terms;
	 
	 	(c)	 	is at arms length and within the ordinary course of conduct of the Business; and
	 
	 	(d)	 	does not breach any restrictive trade practices legislation and has not involved in any
breach by the Company of the Commerce Act 1986 (NZ) or Fair Trading Act 1986 (NZ).






	12.2	 	In addition to the Contracts, there are no other contracts entered into by the Company that
are material to the Business that are:





	 	 	 	 	 	 	 
	 

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	 	(a)	 	outside the ordinary and proper course of the Business or otherwise materially unusual
or onerous; or
	 
	 	(b)	 	incapable of being fulfilled or performed in accordance with their tenor on
time, or only with undue or unusual expenditure of money or effort by the Company.






	12.3	 	The Company has not received notice of termination, rescission, avoidance, repudiation or
breach of any Contract or other contract referred to in warranty 12.2 and is not aware (after
having made due and proper inquiries) of any fact, matter or circumstance which would lead to any
party to a Contract to be in breach of any term of a Contract.
	 
	12.4	 	The Company is not, and has not agreed to become, a member of any joint venture, consortium,
partnership or other unincorporated association (other than a recognised trade association in
relation to which the Company has no liability or obligation except for the payment of annual
subscription or membership fees).
	 
	12.5	 	As at Completion, there are no existing contracts or arrangements material to the Business
between, on the one hand, the Company and, on the other hand, any of the Vendor or any other
member of the Vendor Group other than on normal commercial terms in the ordinary course of
business.






	13	 	Environment
	 
	13.1	 	The Company has not received:






	 	(a)	 	notification that a law relating to the environment is breached by occupation or use
of the Property or the Assets or by the operation of the Business; or
	 
	 	(b)	 	any notice requiring remediation of the Property or removal from the Property of any
contaminant or hazardous substance.






	13.2	 	The Company:






	 	(a)	 	is conducting, and has conducted the Business; and
	 
	 	(b)	 	is using, and has used the Properly or the Assets,


	 
	 	in material compliance with a law relating to the environment.






	13.3	 	Except as disclosed in the Disclosure Material, the Vendor is not aware (after having made due
and proper inquiry) of the existence of any contaminant or hazardous substance in relation to any
Property.
	 
	14	 	Disputes and Litigation
	 
	14.1	 	To the best of the Vendor’s knowledge, there are no disputes with any supplier or threatened
disputes, including any dispute with a travel agency, consortia or airline.
	 
	14.2	 	The Company has not received notice that there are disputes or threatened disputes with any
person including in relation to the local community due to the operations of the Property.
	 
	14.3	 	The Company in respect of its Business, is not involved in any proceeding before or
investigation by any Government Agency, tribunal, committee or board of enquiry nor by any





	 	 	 	 	 	 	 
	 

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	 	 	royal commission of enquiry and no notice has been received to the effect that such
proceeding or investigation is pending or threatened.
	 
	14.4	 	No statutory or contractual notices have been served on the Company in respect of any of the
Assets or the Business which in any material respect impair, prevent or otherwise interfere with
the use of or proprietary rights in the Assets or the Business.
	 
	14.5	 	Neither the Company nor any of its officers or employees (in the course of their employment)
is involved in any prosecution, litigation, arbitration proceedings or administrative or
governmental investigation or challenge as plaintiff, defendant, third party or in any other
capacity. There are no such matters pending or threatened in respect of which verbal or written
communication has been given or received by or against the Company or any director or officer of
the Company in his/her capacity as such a director or officer.
	 
	14.6	 	There are no facts or circumstances which may give rise to any involvement by the Company in
any material prosecution, litigation, arbitration proceedings or administrative or governmental
investigation or challenge as plaintiff, defendant, third party or in any other capacity.
	 
	15	 	Intellectual Property
	 
	15.1	 	To the best of the Vendor’s knowledge:






	 	(a)	 	The Company owns or possesses enforceable licences or other rights to use all
intellectual property used in the Business at the date of this Deed and the Completion Date
and has not received any notice of infringement of intellectual
property rights from any
other person.
	 
	 	(b)	 	The Company has not passed off any of its goods or services as those of any
other person and the Company’s use of intellectual property in respect of the Business does
not infringe the intellectual property rights of any other person.






	16	 	Licences, Permits Etc
	 
	16.1	 	To the best of the Vendor’s knowledge, the Vendor has fully disclosed to the Purchaser
and will at Completion hold all Authorisations, permits, licences, authorities, rights to use,
approvals, registrations, qualifications, orders and consents necessary for carrying on the
Business (collectively “Permits”) and the Permits will be valid and in good standing and the
Company will not be in breach of and will not have received notification that it is in breach of
any of them and will not have received notification for failure to comply with any requirements of
any of them.






	17	 	Liquor Licence
	 
	17.1	 	The Company has not received notification that it has not complied with the provisions of
any applicable liquor licensing legislation or conditions attaching to any Liquor Licence in the
proper running of the Property.
	 
	17.2	 	The Company has not received notification that there are complaint proceedings or threatened
proceedings under any applicable liquor licensing legislation.





	 	 	 	 	 	 	 
	 

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	18	 	Accounts
	 
	18.1	 	The Business Accounts and Company Accounts have been prepared:






	 	(a)	 	in accordance with the Accounting Standards and otherwise with applicable law and with
the accounting principles, standards and practices generally accepted at the Accounts Date;
and
	 
	 	(b)	 	subject to paragraph (a) above, on a basis consistent, in all material respects, with
that adopted in preparing the audited accounts of SPHC (NZ) Holdings Limited (to the extent
applicable) for the previous two financial years,






	 	 	and give a true and fair view of the assets and liabilities and of the state of affairs,
financial position, performance and results of the IHG Business and business of the Company
respectively up to and as at the Accounts Date and of the profits and losses of the IHG
Business and the Company respectively for the period concerned.
	 
	18.2	 	Since the Accounts Date, except for performing their respective obligations under the
Restructuring Agreement, SPHC (NZ) Holdings has not, in respect of the period from the Accounts
Date up to and including 31 August 2005, and the Company has not, in respect of the period from the
Accounts Date:






	 	(a)	 	conducted its business otherwise than in the ordinary course of business, has not
disposed of, written down or written off any material assets other than in the ordinary
course of business, and has not dealt with any person other than at arm’s length;
	 
	 	(b)	 	had any change in the financial position, prospects or solvency from that set out in
the Business Accounts or Company Accounts (as applicable) except changes none of
which individually or in the aggregate has had a adverse effect on SPHC (NZ) Holdings
Limited or the Company (as applicable);
	 
	 	(c)	 	entered into any material capital commitments other than is contemplated by the SPHC
(NZ) Holdings Limited’s or the Company’s capital budget as disclosed to the Purchaser in
the Disclosure Materials. For these purposes a material capital commitment is one involving
capital expenditure of over $250,000 exclusive of GST;
	 
	 	(d)	 	received any notice or threat of termination of any contract which could reasonably be
expected to have a material adverse effect on the profitability of the Business;
	 
	 	(e)	 	defaulted in paying any material creditor by the date due for payment;
	 
	 	(f)	 	declared, made or paid any dividend or other distribution to the Vendor or other
persons;
	 
	 	(g)	 	issued or agreed to issue any share capital or units (as applicable) or any
other security giving rise to a right over its capital or units (as applicable), except for
the issue by the Company of redeemable preference shares to fund its acquisition of the IHG
Business pursuant to the Restructuring Agreement; and
	 
	 	(h)	 	redeemed or purchased or agreed to redeem or purchase any of its share
capital or units (as applicable).





	 	 	 	 	 	 	 
	 

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	19	 	Insurance
	 
	19.1	 	The insurance cover relating to the Company is current and, in force and, to the best of the
Vendor’s knowledge, no fact or circumstance exists that would render any such insurance void or
unenforceable in any respect.
	 
	19.2	 	To the best of the Vendor’s knowledge, the Company has and at all material times has had valid
insurance cover in respect of its Business, its Employees and the Assets.






	 	(a)	 	against all risks normally insured against by companies carrying on the same
type of business as the Company or having similar assets;
	 
	 	(b)	 	for the full amount required by legislation;
	 
	 	(c)	 	for the full replacement value of its Assets on a per Property basis; and
	 
	 	(d)	 	from a well-established and reputable insurer.






	19.3	 	To the best of the Vendor’s knowledge, the Company has not failed to give any material notice
or present any claim under those policies in a due and timely manner.
	 
	20	 	Employees
	 
	20.1	 	As at the relevant date specified in Schedule 16, the information in relation to Full
Time, Part Time, Fixed Term and Casual employees in Schedule 16:






	 	(a)	 	contains a complete list of all persons employed by the Company on a Full
Time or Part Time, Fixed Term or Casual basis;
	 
	 	(b)	 	contains the date from which each Full Time and Part Time, Fixed Term and
Casual employee commenced employment with the Company;
	 
	 	(c)	 	Intentionally left blank.
	 
	 	(d)	 	contains all applicable rates of pay (broken down on an hourly, weekly,
monthly or annual basis (as the case may be) for each Employee;
	 
	 	(e)	 	contains each Employee’s accrued long service leave
entitlement;
	 
	 	(f)	 	contains each Employee’s accrued sick leave
entitlement;
	 
	 	(g)	 	contains each Employee’s annual leave entitlement;
	 
	 	(h)	 	contains details of any contributions by the Company to any superannuation
funds for Member Employees;
	 
	 	(i)	 	contains details of any discretionary and other bonuses to which any Employee
may be entitled and details of bonuses paid in the previous 12 months; and
	 
	 	(j)	 	contains details of the Industrial Instruments that apply to the Employees
(including details of any Employees who are not covered by any Industrial Instrument).






	20.2	 	The Company has maintained in accordance with any applicable legislation complete and accurate
leave, remuneration and superannuation records in respect of each Employee.





	 	 	 	 	 	 	 
	 

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	20.3	 	The Company has complied in any material respects with any contractual, statutory, legal and
fiscal obligations of and in relation to its employment of the Employees including any Industrial
Instruments.
	 
	20.4	 	Each Employee is employed by the Company.
	 
	20.5	 	There is no employee share option scheme or like scheme with any of the Employees.
	 
	20.6	 	The Vendor or the Company have paid (in accordance with all applicable contracts, agreements,
legislation and/or Industrial Instruments) to all Employees all salary, wages, bonuses, incentive
payments and allowances, and have made payment on behalf of or in respect of all Employees of all
necessary payments including Income Tax payments, which it is required to pay in respect of their
period of employment with the Company to Completion by virtue of the terms of any such contract,
agreement, legislation and/or Industrial Instrument.
	 
	20.7	 	All declarations of remuneration for the purposes of the Accident Compensation Corporation
assessing levies have been made accurately, and all Accident Compensation Corporation premiums due
under the Accident Insurance Act 1998 and the Injury Prevention,
Rehabilitation and Compensation
Act 2001 have been paid. Notification has been given of all actual or potential accident
compensation claims. No notification has been received of an event which will increase the annual
premium in any material respects.
	 
	21	 	Delegation of powers
	 
	21.1	 	There are no powers of attorney or other authorities given by the Company which could
authorise any person to bind the Company or deal with the whole or any part of the Business or
Assets.
	 
	21.2	 	There is no offer, tender, quotation or similar intimation given or made by the Company that
is still outstanding and relates to the Sale Shares.
	 
	22	 	Intercompany Debts and Arrangements
	 
	22.1	 	As at the Completion Date there will be:






	 	(a)	 	no loans to the Vendor Group and/or any director of any of the Vendor Group other than
as provided for in the Adjustment Statement;
	 
	 	(b)	 	no transactions to acquire assets of the Company on an other than fair market value
basis for the Company;
	 
	 	(c)	 	no amounts payable whether present, unascertained, immediate, future or contingent
between the Vendor Group and the Company other than as provided for in the Adjustment
Statement.






	23	 	Undertakings
	 
	23.1	 	Summary details of all Security Interests, outstanding guarantees, indemnities,
mortgages, charges, pledges, liens, assignments, suretyship or other security agreement or
arrangement given other than in the ordinary course of business;






	 	(a)	 	by the Company; or





	 	 	 	 	 	 	 
	 

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	 	(b)	 	for the benefit of the Company






	 	 	in excess of $250,000 are fully disclosed in the Data Room and copies of such
documents are up to date, complete, accurate and not misleading by omission or otherwise.
	 
	23.2	 	As at the Completion Date the Company:






	 	(a)	 	has no outstanding or available financial facilities (which for the
avoidance of doubt shall exclude any operating leases in the ordinary course) owed to or
made available by any person; or
	 
	 	(b)	 	has not, except for the Permitted Encumbrances and any provisions contained
in contracts forming part of the Disclosure Material, provided or granted any guarantees,
indemnities, mortgages, charges, pledges, liens, suretyship or other security agreement or
arrangement to any person.






	23.3	 	As at the Completion Date the Company is not a party to any one or more derivative contracts
in respect of which the Company may incur a liability in excess of $250,000.
	 
	24	 	Construction
	 
	24.1	 	In respect of the Property there are no building, construction, refurbishment, repair,
engineering or other works in progress nor are there any individual contracts in respect of which
the Company continues to have obligations in each case with an individual contract value in excess
of $250,000 other than those set out in the Disclosure Schedule.
	 
	24.2	 	The Vendor has provided in the Data Room true and complete copies of all building contracts
and appointments affecting the Property which have an individual contract value in excess of
$250,000 and which have been entered into in the last three years immediately prior to the date of
this Deed.
	 
	24.3	 	In this paragraph 24.3, the expression “Construction Documentation” shall mean building
contracts relating to the Property:






	 	(a)	 	in respect of which a certificate of practical completion was issued in the last three
years immediately prior to the date of this Deed; and/or
	 
	 	(b)	 	relating to works in progress and “Relevant Claim” shall mean a written claim the value
of which is in excess of $250,000.
	 
	 	In respect of the Construction Documentation there are no outstanding:








	 	(a)	 	Relevant Claims for financial compensation, extension of time or variation; or
	 
	 	(b)	 	Relevant Claims against the Company by any counterparty to the Construction
Documentation alleging failure by the Company to perform its obligations under the relevant
Construction Documentation; or
	 
	 	(c)	 	Relevant Claims against any counterparty to the Construction Documentation
for failure by such counterparty to perform any obligation of that counterparty under the
Construction Documentation.





	 	 	 	 	 	 	 
	 

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	25	 	Taxation
	 
	25.1	 	All Income Tax payable by or in respect of the Company for any Tax Year ending before
Completion has been duly paid or will be provided for in the Adjustment Statement.
	 
	25.2	 	In relation to the Straddle Year, all Income Tax payable by or in respect of the Company for
income, profits or gains derived, or transactions occurring, in that part of the Straddle Year
which ends at Completion, has been duly paid or will be provided for in the Adjustment Statement.
	 
	25.3	 	There is no Audit of the Company being conducted by a Taxation Authority as at the date of
this Deed in relation to the Taxes referred to in this warranty 25;
	 
	25.4	 	No Tax litigation between the Company and any Taxation Authority is unresolved as at the date
of this Deed in relation to the Taxes referred to in this warranty 25.
	 
	25.5	 	The Company has obtained a New Zealand Inland Revenue Department number
	 
	25.6	 	On and from 31 March 2000:






	 	(a)	 	as at Completion, all Tax returns and like documents in relation to the Taxes
referred to in this warranty 25 required to be filed or lodged by or in respect of the
Company with Taxation Authorities including pre-Completion returns in respect of any period
before Completion have been or will be duly filed or lodged within the timeframe required
by law. Such Tax returns and like documents contains correct information and on a proper
basis;
	 
	 	(b)	 	there are no private binding tax rulings in respect of Income Tax or requests
for tax rulings in respect of Income Tax lodged by the Company;
	 
	 	(c)	 	the Company has maintained proper records in accordance with the requirements
of the law in relation to its Tax returns and like documents;
	 
	 	(d)	 	all necessary asset registers and supporting information required to enable
the written down value or adjustment value of depreciating assets held by the Company to be
determined and substantiated in accordance with the terms of the Income Tax Act 2004 (NZ)
have been provided;
	 
	 	(e)	 	the Company has not entered into any agreement which now or in the future
may extend the period of assessment or collection of any Income Tax; and
	 
	 	(f)	 	the Company has no permanent establishment (as that expression is defined in
any relevant double taxation agreement current as at the date of this Deed) outside New
Zealand.





	 	 	 	 	 	 	 
	 

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Schedule 3




Purchaser and Purchaser Guarantor Warranties





	1	 	Power and Authority






	 	(a)	 	The Purchaser and the Purchaser Guarantor are duly incorporated and validly exist under
the law of its place of incorporation.
	 
	 	(b)	 	The Purchaser and the Purchaser Guarantor have the power and authority to
execute and exchange this Deed and perform and observe all its terms and each transaction
contemplated by this Deed to be performed and observed by it.
	 
	 	(c)	 	The execution and delivery of this Deed has been properly authorised by all
necessary corporate action of the Purchaser and the Purchaser Guarantor.
	 
	 	(d)	 	This Deed constitutes a legal, valid and binding obligation of the Purchaser
and the Purchaser Guarantor, enforceable in accordance with its terms by appropriate legal
remedy.
	 
	 	(e)	 	The execution, delivery and performance by the Purchaser and the Purchaser Guarantor of
this Deed and each transaction contemplated by this Deed does not or will not (with or
without the lapse of time, the giving of notice or both) contravene, conflict with or
result in a breach of or default under:






	 	(i)	 	any provision of the relevant constitution of the Purchaser or the Purchaser
Guarantor;
	 
	 	(ii)	 	any material term or provision of any security arrangement, undertaking,
agreement or deed; or
	 
	 	(iii)	 	any writ, order or injunction, judgment, law, rule or regulation to which
they are a party or is subject or by which they are bound.






	2	 	Solvency






	 	(a)	 	None of the following has occurred and is subsisting, or is threatened, in
relation to the any of the Purchaser or the Purchaser Guarantor.






	 	(i)	 	The appointment of an administrator or liquidator.
	 
	 	(ii)	 	An application or an order made, proceedings commenced, a resolution passed or
proposed in a notice of meeting or other steps taken for:






	 	(A)	 	the liquidation, dissolution, or administration of the Purchaser or the
Purchaser Guarantor; or
	 
	 	(B)	 	the Purchaser or the Purchaser Guarantor entering into an
arrangement, compromise or composition with or assignment for the
benefit of its creditors or a class of them.






	 	(iii)	 	The Purchaser or the Purchaser Guarantor:






	 	(A)	 	being (or taken to be under applicable legislation) unable to pay its
debts, other than as the result of a failure to pay a debt or claim the
subject of a good faith dispute; or





	 	 	 	 	 	 	 
	 

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	 	(B)	 	stopping or suspending, or threatening to stop or suspend,
payment of all or a class of its debts.






	 	(iv)	 	The appointment of a receiver, receiver and manager, administrator receiver or
similar officer to any of the assets and undertakings of the Purchaser or the Purchaser
Guarantor.





	 	 	 	 	 	 	 
	 

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Schedule 4



Adjustment Statement



For the purposes of this Schedule 4:



Accruals means the monetary value of all goods and services received by the Company before the
Completion Date which have not been paid for by the Company as at 12:01am on the day after the
Completion Date, any wages, salaries, PAYE, GST, accrued Income Tax and rates and annual leave
entitlements for the calendar month in which the Completion Date falls and any amount in respect of
bonuses for 2005 and prior years and for the period up to Completion in respect of Employees, which
will be apportioned on a pro-rata basis.



Accrued
Income means the monetary value of all goods and services provided by the Company before the
Completion Date for which revenue has not been received by the Company as at 12:01am on the day
after the Completion Date.



Cash means the aggregate amount of cash float at the Property and the balances in the Company’s
general ledger.



Current
Guest Accounts means uninvoiced accounts of guests staying at any Property as at
Completion who are booked to remain at that Property after Completion and uninvoiced or invoiced
but unpaid accounts of corporate clients in respect of guests who have stayed at any Property prior
to Completion.



Current
Guest Deposits means advanced deposits and receipts of guests who will be staying at or
using the services provided at any Property following the Completion Date and any sums credited to
corporate client accounts in respect of guests who will be staying at or using the services
provided at any Property following the Completion Date.



Receivables means all the book and other debts arising out of or attributable to the operations of
the Company as at 12:01am on the day after the Completion Date including any Intercompany
Receivables, Accrued Income, Prepayments, rights to repayments of Tax and rates, and to receive
payment for services rendered before Completion but not invoiced before such date which shall
include that portion of Current Guest Accounts relating to the period prior to Completion, but for
the avoidance of doubt, not including deferred tax or any such book or other debts owed by the
Company to another member of the Vendor Group.



Deferred
Income means all payments received by the Company before the Completion Date relating to a
service to be provided by the Company on or after the Completion Date including any Current Guest
Deposits.



Intercompany
Payables means all indebtedness due at Completion from the Company to the Vendor
Group.



Intercompany
Receivables means all indebtedness due at Completion from the Vendor Group to the
Company.



Inventory means all stock of unconsumed foodstuffs, soft drinks, beers, wines, spirits and other
alcohol and tobacco products, bottles, cases, pallets, unused consumable items and consumable
stores, health and beauty treatment products, light equipment and accessories still listed on the
inventory, fuel, cleaning materials, stationery and maintenance supplies for which the immediately
packaging is unopened and all other items which have prior to the date of this Deed, in the
ordinary course, been regarded as stock and used in the Business, which are unused and for
which the immediate packaging is unopened, owned beneficially by the Company and held at the
Property in connection with the




	 	 	 	 	 	 	 
	 

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Business
at Completion but for the avoidance of doubt not including any of the Excluded Assets or
stock items that are in circulation or that have already been expensed;



Payables means all indebtedness of the Company as at 12:01 am on the day after the Completion Date
including, without limitation, Intercompany Payables, creditors, overdrafts, monies held on
account, bills of exchange, Tax, Accruals and Deferred Income but excluding, for the avoidance of
doubt, deferred tax.



Prepayments means all prepayments made by the Company before the Completion Date which relate to a
supply to any such company of goods and/or services to be provided in the ordinary and usual course
of business on or after the Completion Date.



Provisions means any provision of the Company which is required to be made at Completion in
accordance with the policies set out in this Schedule 4.





	1	 	General
	 
	1.1 	 	The Adjustment Statement will be prepared by the Vendor in accordance with the Accounting
Standards as adjusted for the specific items discussed below in Schedule 4 and adjusted for
the principles used in the Accounts. The Actual Adjustment Amount will include any balance
relating to inter-company balances as between, on the one hand, the Vendor Group, and on
the other hand, Company. For the avoidance of doubt, notes to Accounts are not included in
the Adjustment Statement.
	 
	2	 	Current Assets





Inventory





	2.1	 	Any items of Inventory which are unsaleable, unusable, spoilt or out of date shall be excluded
from the Inventory.





Other current assets





	2.2	 	Other current assets comprise prepayments and other debtors (excluding those included in
calculating the Receivables) and should be recognised to the extent that they are recoverable
within one year of the Completion Date. Prepayments will be computed by reference to the time
period to which the expenditure relates.






	3	 	Current Liabilities





Provisions





	3.1	 	Provisions include all employee entitlement provisions in respect of annual leave and long
service leave equal to or less than 12 months. Employee entitlement provisions included
within the Adjustment Statement are to be calculated at 70% of the
face value of the provision to
provide an effective after-tax position. For the avoidance of doubt, this provision shall not
include any amounts in respect of severance or redundancy payments.





	 	 	 	 	 	 	 
	 

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	4	 	Non Current Liabilities





Provisions





	4.1	 	Provisions include all employee entitlement provisions in respect of long services leave for
more than 12 months. Employee entitlement provisions included within the Adjustment Statement are
to be calculated at 70% of the face value of the provision to provide an effective after-tax
position.






	5	 	Aggregation
	 
	5.1	 	Each entry shall be the aggregate of the separate amounts in respect of any heading for
the Company.
	 
	6	 	Estimated Adjustment Amount
	 
	6.1	 	For the avoidance of doubt the Estimated Adjustment Amount equals $178,485 calculated as
follows:





	 	 	 	 	 
	Current Assets
	 	 	 	 
	 
	 	 	 	 
	Cash
	 	$	27,042	 
	 
	 	 	 	 
	Receivables
	 	$	722,575	 
	 
	 	 	 	 
	Intercompany Receivables
	 	$	700,000	 
	 
	 	 	 	 
	Inventory
	 	$	497,429	 
	 
	 	 	 	 
	Other
	 	$	—	 
	 
	 	 	 	 
	Current Liabilities
	 	 	 	 
	 
	 	 	 	 
	Payables
	 	$	(1,453,243	)
	 
	 	 	 	 
	Intercompany Payables
	 	$	—	 
	 
	 	 	 	 
	Provisions
	 	$	(315,318	)
	 
	 	 	 	 
	Non Current Liabilities
	 	 	 	 
	 
	 	 	 	 
	Provisions
	 	$	—	 
	 
	 	 	 	 
	Estimated Adjustment Amount
	 	$	178,485	 





Actual Adjustment Amount shall be calculated in accordance with the methodology used to determine
the Estimated Adjustment Amount.



If the Actual Adjustment Amount is a negative number then it represents an adjustment in favour of
the Purchaser and if the Actual Adjustment Amount is a positive number then it represents an
adjustment in favour of the Vendor.




	 	 	 	 	 	 	 
	 

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Schedule 5 Pro Forma Accounts for IHG Business and Company as at Accounts Date




	 	 	 	 	 	 	 
	 

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Schedule 6



Intentionally Blank



NIL




					
	 	 	 	 	 
	 
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Schedule 7



Deposit Letter



1 September 2005



Jones Lang LaSalle Hotels (NSW) Pry Limited



Dear Sirs




Deposit Arrangements



We request that Jones Lang LaSalle Hotels (NSW) Pry Limited act as deposit holder in accordance
with the Share Sale Deed to be entered into between Hale International Limited, Six Continents
Limited, HANZ Holdings (New Zealand) Limited and Eureka Funds Management Limited as trustee and
manager of the Alternative Investment (Hotel and New Zealand) Private Syndicate (Deed). We confirm
that the Deed has been or will be executed today.





	1.	 	Terms




We understand that Jones Lang LaSalle Hotels (NSW) Pty Limited agrees to act as an Stakeholder
on a short term basis in relation to the Deed on the following terms:





	 	(a)	 	HANZ Holdings (New Zealand) Limited confirms that it has deposited the
Deposit into a controlled moneys account with the Transaction Bank which is in the joint
names of the Vendor and the Purchaser and to which the Stakeholder is the sole signatory to
such account.
	 
	 	(b)	 	The Stakeholder is authorised to treat the Deposit as held under its role as
Stakeholder in accordance with clause 3.1 of the Deed.
	 
	 	(c)	 	The Stakeholder must only release the Deposit in accordance with the terms of
the Deed.






	2.	 	Limitations on Stakeholder’s liability




Jones Lang LaSalle Hotels (NSW) Pty Limited’s role is as Stakeholder as described in this letter
and in the Deed. The Stakeholder’s duties are solely of a mechanical and administrative nature and
the Stakeholder is not a trustee or fiduciary for any party. The Stakeholder will not be liable:





	•	 	for any error of judgment or any act done or omitted to be done by the Stakeholder or its
officers, employees and agents, except for its own negligence or misconduct; or
	 
	•	 	for any action taken or not taken by a party under the Deed.




Any capitalised term not otherwise defined in this letter has the meaning given to it in the Deed.



The signatories below accept the terms of engagement of the Stakeholder in accordance with the
terms of this letter.



Yours sincerely





					
	 	 	 	 	 
	 
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Hale
International Limited



Six
Continents Limited



HANZ
Holdings (New Zealand) Limited



Eureka Funds Management Limited as trustee and manager of the Alternative Investment (Hotel and
New Zealand) Private Syndicate



Accepted
by:



Jones
Lang LaSalle Hotels (NSW) Pty Limited





					
	 	 	 	 	 
	 
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Schedule 8



Disclosure Index



The Disclosure Index consists of the attached:





	1.	 	Master Due Diligence Index;
	 
	2.	 	Supplementary Due Diligence Index; and
	 
	3.	 	Supplementary Index — Sensitive Employment Contracts and Accommodation Agreements.






					
	 	 	 	 	 
	 
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	 	New Zealand Share Sale Deed

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Schedule 9




Excluded Assets



All equipment and material owned by a service provider under a contract for service with the
Company or with the Manager including without limit under the service agreements contained in
folder K/7 and A/5 of the Data Room.




	 	 	 	 	 	 	 
	 

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Schedule 10




Property




	 	 	 	 	 
	Hotel:	 	Title Reference:	 	Owner:
	Intercontinental Wellington

	 	                       WN59A/373
	 	                              SPHC Equities Limited
	 
	 	 	 	 
	Corner Grey and Featherston
	 	 	 	 
	Streets, Wellington, New
	 	 	 	 
	Zealand
	 	 	 	 






	 	 	 	 	 	 	 
	 

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Schedule 11




NZ Management Contract




	 	 	 	 	 	 	 
	 

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Schedule 12




NZ Non Disturbance Deed




     The
Non Disturbance Deed as set out in Schedule 7 of the New Zealand Management Contract.




	 	 	 	 	 	 	 
	 

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Schedule 13




Contracts




	 	 	 	 	 
	 	 	Name of Agreement	 	Disclosure Index
	(1)

	 	Mercury Energy — Electricity
	 	K/7/005
	 

	 	Supply Agreement	 	 
	(2)

	 	Ecolab - Affiliation
	 	K/7/016
	 

	 	Agreement	 	 
	(3)

	 	Reivernet- Hotel Service
	 	K/7/018
	 

	 	Agreement	 	 
	(4)

	 	ANZ National -
	 	K/8/001
	 

	 	Accommodation Agreement	 	 






	 	 	 	 	 	 	 
	 

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Schedule 14




Form of resignation



To:




	 	 	 
	 

	 	SPHC Equities Limited
	 

	 	Level 14, Westpac Tower
	 

	 	120 Albert Street
	 

	 	Auckland





I, [insert name], resign as a [director] of SPHC Equities Limited (“the Company”) to be
effective from the close of the Directors’ meeting at which this resignation is tabled.



I hereby confirm that I have no claim against the Company in respect of any cause, matter or thing
including (but without limitation) any claim for compensation for loss of office, breach of
contract or for redundancy or unfair dismissal and that there is not outstanding any agreement or
arrangement under which the Company has or could have any obligation to me.



Dated:




	 	 	 
	 
	 


	 	 
	Signature of [insert name]
	 	 






	 	 	 	 	 	 	 
	 

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Schedule 15




Vendor’s knowledge




	 	 	 	 	 
	(1)	 	(2)	 	(3)
	Person	 	Area of Business	 	Vendor’s Warranties
	Johanna McPherson

	 	Senior Corporate Counsel
	 	1.1, 6.2, 9.3, 9.4, 15.1, 16.1
	Dennis Cook

	 	Director — Statutory Reporting,
	 	1.1, 6.2
	 

	 	Tax & Treasury	 	 
	George Lee

	 	Director — Asset Management
	 	1.l, 8, 9.3, 9.4, 14.1, 15.1, 16.1,
	 

	 	 	 	19.2, 19.3






	 	 	 	 	 	 	 
	 

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473874837483438



Schedule 16




Employee Information




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Complete List of	 	Commencement	 		 	Accrued Long	 		 		 		 	
	 	 	Full Time and	 	Date of each Full	 	Rates of Pay	 	Service Leave	 	Accrued Sick	 	Accrued Annual	 	Contributions to	 	
	 	 	Part Time	 	Time and Part	 	for each	 	for each	 	Leave for each	 	Leave for each	 	superannuation	 	Accident
	 	 	employees	 	Time employee	 	employee	 	employee	 	employee	 	employee	 	funds (cl.20.1(g) and	 	Compensation
	Hotel	 	(cl.20.1(a))	 	(cl.20.1(b))	 	(cl.20.1(c))	 	(cl.20.1(d))	 	(cl.20.1(e))	 	(cl.20.1(f))	 	cl.10.1)	 	(cl.20.7)
	InterContinental

Wellington (NZ)

	 	*

K/12.5/008

Rates and
Allowances
Schedule

Date: 19/7/2005
	 	*

K/12.5/008

Rates and
Allowances
Schedule

Date: 19/7/2005
	 	*

K/12.5/008

Rates and
Allowances
Schedule

Date: 19/7/2005
	 	*

Not Applicable
	 	*

K/12.5/003

Sick
Report

Date: 29/3/2005
	 	*

K/12.5/002

Holiday
Report

Date: 29/3/2005
	 	*

K/12.3/001


New Zealand

Retirement Trust

Employer Application



Date: 16/8/1996



*

K/12.3/001



New Zealand

Retirement Trust Deed

Amendment



Date: 22/7/2003



*

K/12.3/002


Trust Deed Amendment

for New Zealand

Retirement Trust



Date: 21/5/1999,

9/12/1998, 8/11/2001,
16/11/2001


*

K/12.3/004
	 	 	*

K/12.5/006



General Ledger

Reconciliation -
Pre paid workmens

compensation



Date: 31/3/2005




*

K/12.5/009



Workplace Cover

Summary of

Account



Date: 20/6/2005




*

K/12.5/010



Money Transfer

Services

Confirmation

Report


Date: 28/6/2005







					
	 	 	 	 	 
	 
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473874837483438




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Complete List of	 	Commencement	 		 	Accrued Long	 		 		 		 	
	 	 	Full Time and	 	Date of each Full	 	Rates of Pay	 	Service Leave	 	Accrued Sick	 	Accrued Annual	 	Contributions to	 	
	 	 	Part Time	 	Time and Part	 	for each	 	for each	 	Leave for each	 	Leave for each	 	superannuation	 	Accident
	 	 	employees	 	Time employee	 	employee	 	employee	 	employee	 	employee	 	funds (cl.20.1(g) and	 	Compensation
	Hotel	 	(cl.20.1(a))	 	(cl.20.1(b))	 	(cl.20.1(c))	 	(cl.20.1(d))	 	(cl.20.1(e))	 	(cl.20.1(f))	 	cl.10.1)	 	(cl.20.7)
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel Superannuation	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Summary	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	
Date:
20/4/2005

*
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	K/12.3/005	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Salary and Benefits
Summary	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	Date: 27/7/2005	 	 	 






					
	 	 	 	 	 
	 
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Schedule 17




Disclosure Schedule




Preliminary





	1.	 	A disclosure does not imply the existence of any representation, warranty or undertaking
not expressly given in the Deed, nor does it extend the scope of any representation,
warranty or undertaking which is expressly given.
	 
	2.	 	Capitalised terms in this Schedule have the same meanings as in the Deed, unless the
context otherwise indicates.





General disclosures





	1.	 	The HVS Forecasts were prepared on the basis of the Marketing and Reservation Contributions
set out in the 2005 Budget and are not based on the new Marketing and Reservation
Contribution set out in the Australian and New Zealand Management Contracts referred to in
Schedule 11 and disclosed in document A/7/035 of the Data Room





Specific disclosures





	1.	 	Without limiting the preceding paragraphs, the matters listed in the table below are
specifically disclosed. The headings and paragraph references relate to specific Warranties
in Schedule 2.





	 	 	 	 	 
	 	 	Warranty	 	 
	Item	 	No	 	Disclosures
	Contracts
	 	12.1	 	Telecom NZ Service Delivery Agreement Voice Services and
	 
	 	 	 	Master Agreement - Both Agreements have expired, but
	 
	 	 	 	Telecom continues to provide services on an informal basis.
	 
	 	 	 	SPHC (NZ) Holdings Limited is reviewing supplier options
	 
	 	 	 	regarding telecommunications and intends to maintain the
	 
	 	 	 	arrangement with Telecom for the benefit of the Company
	 
	 	 	 	pending Completion.
	 
	 	 	 	 
	Power and
	 	2.5(b)	 	Consents to change of control are required for some of the
	Authority
	 	 	 	contracts, as specified in Schedule 20.
	 
	 	 	 	 
	Contracts
	 	12.1	 	Not all contracts have been properly executed, and some
	 
	 	 	 	contracts do not have the proper legal entity names described
	 
	 	 	 	as parties.
	 
	 	 	 	 
	Construction
	 	24	 	 
	 
	 	 	 	A construction contract has been entered into with Mainzeal
	 
	 	 	 	Property & Construction Ltd a copy of which is contained in
	 
	 	 	 	K/6.4/003 of the Data Room






	 	 	 	 	 	 	 
	 

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Schedule 18




Taxation clausesTax demands





	1.1	 	Purchaser to notify Vendor






	 	(a)	 	The Purchaser must:






	 	(i)	 	give the Vendor a copy of any relevant Assessment within 5 Business Days after the
Assessment is received; and
	 
	 	(ii)	 	within 10 Business Days of becoming aware of a matter that may lead to the making or
issue of a relevant Assessment, give full details of that matter to the Vendor.






	1.2	 	Purchaser not to compromise claim






	(a)	 	The Purchaser must not, and shall ensure that the Company and any Purchaser Group member does
not, take any action relating to an Assessment that might lead to liability on the part of the
Vendor, if the Purchaser has received a notice from the Vendor under clause 1.3(a)(i) or until the
time limits set out in clause 1.3(a)(ii) have expired.






	1.3	 	Vendor to contest Assessment






	(a)	 	Following receipt of a notice under clause 1.1, the Vendor may advise the Purchaser
of its intention to contest the Assessment by:






	 	(i)	 	written notice to the Purchaser 5 Business Days before the due date stated in the
Assessment for payment of any Tax; and
	 
	 	(ii)	 	payment of a sum of money to the Purchaser equal to the amount of Tax required to
be paid to the relevant Government Agency while action is being taken (but only to the
extent that the amount of Tax to be required to be paid to the relevant Government
Agency has not been provided for in a proper provision in the accounts of the Company).
Such payment is made by way of interest free loan and must be paid to the Purchaser 2
Business Days before the due date stated in the Assessment for payment of any Tax.






	(b)	 	On a written request from the Vendor, the Purchaser must pursue, or cause the person required
to pay the Tax under the Assessment to pursue, any action required to contest the Assessment,
including, but not limited to:






	 	(i)	 	a written objection with the Government Agency;
	 
	 	(ii)	 	an action or appeal to a relevant tribunal body or taxation review authority; or
	 
	 	(iii)	 	an action or appeal in the High Court of Australia or New Zealand or any higher
court or court of competent jurisdiction.






	(c)	 	The Purchaser must notify the Vendor of any determination made by a Government Agency,
tribunal or court relating to an action taken under clause 1.3(b) as soon as practicable.
	 
	(d)	 	The Purchaser must, and must cause the Company and Purchaser Group member to, follow all
reasonable directions given by the Vendor relating to an action taken under clause 1.3(b),
including using any professional advisers nominated by the Vendor.
	 
	(e)	 	The Purchaser must, and must cause the Company and Purchaser Group member to, provide the
Vendor with all reasonable assistance on matters relating to an action taken





					
	 	 	 	 	 
	 
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under clause 1.3(b), including access to witnesses, documents, personnel and premises.
Costs arising from clause (b), (d) and this clause (e) must be borne by the Vendor.




	(f)	 	The provisions of paragraphs (b), (d) and (e) are subject to the proviso that such action or
directions or assistance does not prejudice the rights or tax position (present or future,
actual or contingent) of the Purchaser.






	1.4	 	Vendor not to contest Assessment




If the Vendor fails to give a notice under clause 1.3(a)(i) in the required time, the Purchaser
may, without affecting its rights under this Deed, independently pursue any action relating to the
Assessment, including payment of any Tax under the Assessment to the relevant Government Agency.





	1.5	 	No admission to liability




Any decision by the Vendor either to contest or not contest an Assessment does not constitute an
admission of liability on the part of the Vendor.



 






	2	 	Limitations on Vendor liability






	2.1	 	Limitations






	(a)	 	The Vendor is not liable for any Loss that arises where such Loss occurs as a result of:






	 	(i)	 	the position taken by the Company post-Completion in relation to a Tax law is
different to the position taken by the same entity prior to Completion;
	 
	 	(ii)	 	the Company fails to take action post-Completion as required by a Tax law,
including failing to take action within the time allowed; or
	 
	 	(iii)	 	a Purchaser Group member or the Company fails to take an action that is assumed
to have been taken when computing the provision for Tax in the Adjustment Statement.






	(b)	 	The limitation provided for in clause 2. l(a)(i) does not apply where a different position is
required by law or where taking such a position as is reasonable. In such a case, the Purchaser
must notify the Vendor of the inconsistent position no later than 15 Business Days before it is
adopted by the Company.




 






	3	 	Tax indemnity by Purchaser






	3.1	 	Indemnification by Purchaser






	(a)	 	The Purchaser must indemnify the Vendor and its Affiliates and their employees,
directors, employees and agents and hold them harmless from any Liability for Taxes for:






	 	(i)	 	taxable periods ending after the Completion Date or, in the case of the year in
which Completion occurs, relating to the period after Completion;
	 
	 	(ii)	 	disallowance of an income tax deduction for an expense, loss or outgoing
attributable to a Purchaser Tax Act or to a breach by the Purchaser of any covenant
contained in clause 4 of this Schedule 18 after the Completion Date;





					
	 	 	 	 	 
	 
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	 	(iii)	 	any withholding required to be made or any notice required to be given at or after
the Completion Date;
	 
	 	(iv)	 	disallowance of a Tax credit or rebate of Tax, such as a dividend rebate, relating
to a matter referred to in (i) to (iii) above; or
	 
	 	(v)	 	amount specifically provided for in the Accounts or Adjustment Statement, or taken
into account in determining the value at which any asset or liability is included in the
Accounts or Adjustment Statement.






	(b)	 	The indemnification provided in clause 3.1 (a) shall survive Completion and will terminate 6
years after the Completion Date.




 






	4	 	Tax Returns
	 
	4.1	 	Control of taxation returns, etc






	 	(a)	 	The Vendor will (at its own costs and expense) prepare and procure and file all Income
Tax returns of the Company for Tax Years ending on or before Completion (Pre-Completion
Returns) and all other Tax returns of the Company to the extent they relate to any act,
matter or transaction occurring before Completion (other relevant returns) and the
Purchaser will (at its own cost and expense and in a timely manner) prepare or procure and
file all Income Tax returns of the Company for Tax Years commencing before but ending on or
after Completion (Straddle Returns).
	 
	 	(b)	 	The Vendor and Purchaser Group (as appropriate) must lodge any Pre-Completion Returns,
Straddle Returns and other Tax Returns within the period required by the law.
	 
	 	(c)	 	At least 20 Business Days prior to lodging any Pre-Completion Returns, Straddle Returns
and Tax Returns the Vendor or the Purchaser (as appropriate) must provide a copy of the
proposed return to the other of them and must make any modifications reasonably requested
by the other of them.
	 
	 	(d)	 	If after Completion any Government Agency undertakes an Audit of the Purchaser Group,
or issues an Assessment to the Purchaser Group, which relates to any Pre-Completion Return,
Straddle Return or Tax Return, or to any act, matter or transaction occurring before
Completion (Warranty Items) the Purchaser must immediately give the Vendor written notice
of the Audit or Assessment (together with copies of all documents received from the
Government Agency) and provide full written details of the Audit or Assessment to the
extent that it relates to the Warranties or clause 3 of this Schedule.
	 
	 	(e)	 	The Purchaser must procure that the Company uses to the full extent possible any
deduction, rebate, credit, allowance, rollover, refund or other relief of any kind in
respect of Tax which exists as at Completion and is reasonably available to reduce, limit,
defer or otherwise mitigate a Liability to Tax which otherwise would or may give rise to a
breach of clause 3 of this Schedule or a Warranty.
	 
	 	(f)	 	Intentionally Deleted.
	 
	 	(g)	 	The Vendor may require the Purchaser (or any member of the Purchaser Group) to
challenge an Assessment in relation to clause 3 of this Schedule or a Warranty claim if
the Vendor acts in a manner consistent with clause 1 of this Schedule and clause 9.6 of the
Deed.





					
	 	 	 	 	 
	 
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	 	(h)	 	Nothing in this clause 4.1 will be taken to limit the Purchaser’s obligations
under other provisions of the Deed.






	4.2	 	Tax refunds






	 	(a)	 	The Purchaser must pay to the Vendor an amount equal to any credit, refund, rebate or
reimbursement allowed by or received from a Government Agency in respect of:






	 	(i)	 	any Tax paid by the Company before Completion except to the extent that the
credit, refund, rebate or reimbursement is already provided for; or
	 
	 	(ii)	 	any Tax paid by the Company after Completion to the extent the Purchaser has
received an amount under clause 3 of this Schedule or received an amount with
respect to a Warranty for such Tax.
	 
	 	(iii)	 	Any amount paid by the Purchaser to the Vendor under this clause 4.2 will be
in addition to an increase in the Purchase Price.






	 	(b)	 	The Purchaser Group must claim the maximum credit, refund, rebate or reimbursement in
respect of the any Pre-Completion Returns, Straddle Returns and other relevant returns
allowed by law.






	4.3	 	Cooperation






The Vendor and Purchaser shall reasonably cooperate and shall cause their respective
affiliates, officers, employees, agents, auditors and other representatives reasonably to
cooperate, in preparing and filing all Tax returns, including maintaining and making
available to each other all records necessary in connection with Taxes and in resolving all
disputes and audits with respect to all taxable periods relating to Taxes. The Purchaser and
Vendor recognise that the Vendor and their respective affiliates will need access, from time
to time, after the Completion Date, to certain accounting and Tax records and information
held by the Company to the extent such records and information pertain to events occurring
prior to the Completion Date and therefore the Purchaser agrees to cause the Company to
properly retain and maintain such records and allow the Vendor, their affiliates and their
respective agents and representatives access to such records on the same terms and set out
in clause 14.1 of the Deed.


 






	5	 	Tax Indemnities
	 
	5.1	 	Intentionally Deleted.
	 
	5.2	 	Following the Completion, the Vendor shall indemnify the Purchaser Group and its officers,
directors, employees and agents and hold them harmless from:






	 	(a)	 	all Liability for Taxes of the Company for the Pre-Completion Tax Period and includes
any Liability for any reassessment in respect of tax losses transferred to the Company
during the Pre-Completion Tax Period;
	 
	 	(b)	 	any breach by Vendor Group or the Company (other than, after the Completion, the
Company) of any covenant contained in clause 4 of this Schedule 18;
	 
	 	(c)	 	all Liability for Taxes arising as a consequence of the transfer of the Sale
Shares. For the avoidance of doubt, this indemnity does not extend to any Purchaser Tax Act
(as defined below);





					
	 	 	 	 	 
	 
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	 	(d)	 	all Liability for Taxes in respect of the Vendor undertaking the Vendor
Intercompany Debt Assignment Steps and any restructure of the Vendor’s Group prior to
Completion; and
	 
	 	(e)	 	all Liability for Taxes in respect of the Vendor undertaking the pre Completion asset
and business transfer in respect of the business of InterContinental Wellington from SPHC
Holdings (NZ) Limited to SPHC Equities Limited.






	5.3	 	Notwithstanding the foregoing, the Vendor shall not indemnify and hold harmless any of the
Purchaser Group or their officers, directors, employees or agents from any Liability for Taxes
attributable to:






	 	(a)	 	Taxes of the Company for the Pre-Completion Tax Period to the extent of the accrual, if
any, established therefore in the Accounts; or
	 
	 	(b)	 	any action taken after the Completion by the Purchaser Group, or any transferee of the
Purchaser Group (other than any such action expressly required by applicable Law or by this
Deed) (Purchaser Tax Act)  or attributable to a breach by the Purchaser Group of any covenant
contained in clause 4 of this Schedule 18.






	5.4	 	Estimated Taxes paid by or on behalf of the Company on or prior to the Completion Date shall be
credited to Taxes with respect to the Pre-Completion Tax Period.
	 
	5.5	 	The Vendor’s responsibility under this clause 5 of Schedule 18 to indemnify and hold harmless
the Purchaser Group against, or to pay or cause to be paid, any Taxes shall not include any such
responsibility with respect to any Taxes collected or withheld by the Company (including, without
limitation, all sales and use taxes and all withholding or employment taxes) with respect to
events occurring through the Completion Date, the proceeds of which are held by the Company on
the Completion Date.
	 
	5.6	 	Following Completion, Purchaser shall, and shall cause the Company to, indemnify the Vendor
Group and its respective officers, directors, employees and agents and hold them harmless from:






	 	(a)	 	all Liability for Taxes of the Company for any taxable period ending after the
Completion Date (except to the extent such taxable period began before the
Completion Date, in which case Purchaser’s indemnity will cover only that portion
of any such Taxes that are not attributable to the Pre-Completion Tax Period);
	 
	 	(b)	 	all Liability for Taxes attributable to a Purchaser Tax Act or to a breach by Purchaser
of any covenant contained in clause 4 of this Schedule 18; and
	 
	 	(c)	 	all Liability for Taxes of the Company for the Pre-Completion Tax Period to the extent
of the accrual, if any, established therefore in the Accounts.






	5.7	 	In the case of any Straddle Period :






	 	(a)	 	real, personal and intangible property taxes (other than stamp duty) arising as a
consequence of entering into or completing this Deed (Property
Taxes)  of the Company for
 the Pre-Completion Tax Period shall be equal to the amount of such Property Taxes
for the entire Straddle Period multiplied by a fraction, the numerator of which is the
number of days during the Straddle Period that are in the Pre-Completion Tax Period and the
denominator of which is the total number of days in the Straddle Period; and
	 
	 	(b)	 	the Taxes of the Company (other than Property Taxes) for the Pre-Completion
Tax Period shall be computed as if such taxable period ended at the end of Completion.
In





					
	 	 	 	 	 
	 
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making this computation, income, expenses and other amounts that are referable to a
period shall be taken to be referable to each day in that period.




	5.8	 	The Vendor’s indemnity obligation in respect of Taxes for a Straddle Period shall initially be
effected by its payment to Purchaser of such Taxes for the Pre-Completion Tax Period. The Vendor
shall pay such amount to the Purchaser after demand thereof is made by the Purchaser (but not
earlier than 20 Business Days after the date on which the Taxes for the relevant taxable period are
required to be paid to the relevant Taxation Authority).
	 
	5.9	 	If the amount of Taxes for the Straddle Period paid by the Vendor Group at any time plus the
credit allowed under clause 5.4 of this Schedule 18 exceeds the amount of such Taxes for the
Pre-Completion Tax Period, Purchaser shall pay to the Vendor the amount of such excess






	 	(a)	 	in the case of Property Taxes, at the Completion (Completion Tax Adjustment
Amount); and
	 
	 	(b)	 	in all other cases, within 20 Business Days after the Tax Return with respect to the
final liability for such Taxes is required to be filed with the relevant Taxation
Authority. The payments to be made pursuant to this clause or clause 5.8 by the Vendor or
the Purchaser with respect to a Straddle Period shall be appropriately adjusted to reflect
any final determination with respect to Straddle Period Taxes.






	5.10	 	In the event that any party violates the provisions of clause 1 of this Schedule 18 (relating
to the settlement or compromise of Tax Claims), such party shall not be entitled to any indemnity
payments with respect to any indemnifiable claim (relating to such Tax Claims) pursuant to this
clause 5 of Schedule 18.
	 
	5.11	 	The Purchaser acknowledges and agrees that it will not make any claim for indemnification in
respect of the availability or otherwise of Tax losses in respect of the Post Completion Tax
Period.





					
	 	 	 	 	 
	 
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Schedule 19




Brands




CENTRA




CROWNE PLAZA




E-ROOM@CROWNEPLAZA




HOLIDAY INN




INTERCONTINENTAL




PARKROYAL




PRIORITY CLUB




PRIORITY PRIVILEGE




AMBASSADOR




SIX CONTINENTS CLUB




Three Wave Device:









Other devices:









					
	 	 	 	 	 
	 
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Schedule 20




Consents




	 	 	 
	          Consent is required of:	 	          Document description
	 	 	 
	Sky Network Television

	 	Sky Network Bulk Commercial
	Limited

	 	Services Agreement (K/7/017)






					
	 	 	 	 	 
	 
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Schedule 21




Vendor Intercompany Debt Assignment Steps




					
	 	 	 	 	 
	 
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