Exhibit 4.1


 


 





 


FINANCE AGREEMENT


 


National
Australia Bank Limited


 


and


 


Hudson Global
Resources Group


 


DATED ..........................................................


 




    © National Australia Bank Limited (ABN 12 004 044 937), Melbourne, Australia


     


    


 


Table
of Contents


 


	Part A:	General Conditions	1
	1.	ABOUT THIS DOCUMENT	1
	2.	Facilities	23
	3.	Conditions Precedent	23
	4.	Repayment	25
	5.	Cancellation and Prepayment	25
	6.	Interest	26
	7.	Partners, responsible entities and trustees	27
	8.	Representations and Warranties	27
	9.	Undertakings	30
	10.	Financial Covenants and Hedging	35
	11.	Events of Default	36
	12.	Appointment of Consultants	38
	13.	Change of Control	39
	14.	Review	39
	15.	Open Treasury Transactions	41
	16.	Costs and Taxes	41
	17.	Fees	42
	18.	Payments	42
	19.	GST	43
	20.	Increased Costs	44
	21.	Economic Costs	44
	22.	Currency indemnity	44
	23.	Other Indemnities	45
	24.	Set-Off	45
	25.	Liability for Regulatory Events	45
	26.	GUARANTEE AND INDEMNITY	46
	27.	Power of Attorney	49
	28.	Assignment and Changes to the Obligors	49
	29.	Confidentiality	51
	30.	Communications and Notices	52
	31.	Accounts and Certificates	53
	32.	Accounting for Transactions	53
	33.	Statements of Account	54
	34.	Code of Banking Practice	54
	35.	General provisions	54
	36.	Governing Law and Jurisdiction	56
	37.	Acknowledgement	56
	Part B:	Details	57
	Facility 1 :  BANK GUARANTEE FACILITY	57
	Other Facilities	58
	Facility 2 :  NAB CORPORATE RECEIVABLES FACILITY	58
	Facility 3 :  BNZ Invoice Finance Facility	58


 




    © National Australia Bank Limited


     


    



 


	Part C:	Schedule	59
	Part D:	Trustee Provisions	65
	Part E:	Partnership Provisions	66
	Part F:	Responsible Entity Provisions	67
	Part G:	Property Conditions	68
	Part H:	Specific Conditions	69
	Bank Guarantee Facility Specific Conditions	69
	Annexure 1 : Verification Certificate	76
	Annexure 2 : Compliance Certificate	79
	Annexure 3 : Drawdown Notice	81
	Annexure 4 : Form of Accession Letter	82
	Annexure 5 : Form of Resignation Letter	84
	Annexure 6 : Conditions Precedent Required to be Delivered by an Additional Obligor	85
	ANNEXURE 7: FORM OF uTILISATION rEQUEST	86


 




    	© National Australia Bank Limited	 ii	 



     


    



  


This
Finance Agreement is dated the date shown on the front page and is made between:


 


NATIONAL
AUSTRALIA BANK LIMITED ABN 12 004 044 937 of Level 1, 800 Bourke Street, Docklands, Victoria 3008 (NAB);


 


Each
person listed as an original borrower in Item 1((Obligors and Group)) of Part C : Schedule (Original Borrower and
together the Original Borrowers);


 


Each
person (if any) listed as an original guarantor in Item 1((Obligors and Group)) of Part C: Schedule (Original Guarantor
and together the Original Guarantors); and


 


Each
person (if any) listed as an original personal guarantor in Item 1((Obligors and Group)) of Part C: Schedule (Original
Personal Guarantor and together the Original Personal Guarantors).


 


IT
IS AGREED as follows:


 


	Part
    A:	General
    Conditions


 


		1.	ABOUT
                                         THIS DOCUMENT



 


		1.1	Defined
                                         terms, interpretation rules and inconsistency



 


		(a)	Defined
                                         terms used in this document are set out in clause 1.3 (Definitions) and interpretation
                                         rules are set out in clause 1.4 (Interpretation). 



 


		(b)	Rules
                                         to govern any inconsistency between provisions of this document or between this document
                                         and other documents are set out in clause 1.5 (Inconsistency).



 


		1.2	This
                                         document



 


This
document is comprised of the following parts:


 


		(a)	General
                                         Conditions;



 


		(b)	Details;



 


		(c)	Schedule;



 


		(d)	Trustee
                                         Provisions;



 


		(e)	Partnership
                                         Provisions;



 


		(f)	Responsible
                                         Entity Provisions;



 


		(g)	Property
                                         Conditions;



 


		(h)	Specific
                                         Conditions; and



 


		(i)	Annexures
                                         (if any).



 


		1.3	Definitions



 


In
this document, capitalised terms have the following meanings:


 


Accession
Letter means a document substantially in the form set out in Annexure 4 (Form of Accession Letter).


 




    	© National Australia Bank Limited	1	 



     


    

 


 


Additional
Borrower means a company which becomes an Additional Borrower in accordance with clause 28 (Assignment and Changes to the
Obligors).


 


Additional
Guarantor means a company which becomes an Additional Guarantor in accordance with clause 28 (Assignment and Changes to
the Obligors).


 


Additional
Personal Guarantor means a person who becomes an Additional Personal Guarantor in accordance with clause 28 (Assignment
and Changes to the Obligors).


 


Affiliates
means, in respect of an entity, each Related Body Corporate and each Related Entity of that entity and each Subsidiary of
that entity (if not also a Related Body Corporate or a Related Entity of that entity).


 


Agency
means any government or any governmental, semi-governmental or judicial entity or other authority in any applicable jurisdiction. 
It also includes any self-regulatory organisation established under law in any applicable jurisdiction.


 


Amortisation
Schedule means, at any time, in respect of a Facility, the amortisation details specified in the Details (if any), as may
be amended or replaced.


 


Amount
Owing means all money which a Borrower (whether alone or not) is, or at any time may be, liable to pay NAB for any reason
whatsoever under or in connection with the Finance Documents including the aggregate face value of any unmatured bills, the maximum
amount payable by NAB under any Bank Guarantees or Letters of Credit and money by way of principal, interest, fees, Costs, indemnity,
charges, duties or expenses irrespective of whether the liability is:


 


		(a)	present
                                         or future;



 


		(b)	actual,
                                         prospective, contingent or otherwise;



 


		(c)	ascertained
                                         or unascertained;



 


		(d)	in
                                         existence before or comes into existence on or after the date of this document; or



 


		(e)	a
                                         combination of any or all of the above.



 


APAC
Group means , Hudson Highland (APAC) Pty Ltd, Hudson HoldCo (Hong Kong) Limited, Hudson Global Resources (Aust) Pty Ltd, Morgan
&Banks Holdings Australasia Pty Ltd, Hudson Global Resources (Hong Kong) Ltd, Hudson Global Resources (Singapore) Pte Ltd,
Hudson Global Resources (NZ) Limited and Hudson Recruitment (Shanghai) Limited.


 


Asset
Finance Facility means any Facility titled “Asset Finance Facility” in the Details.


 


ASIC
means the Australian Securities and Investments Commission.


 


ASX
means the Australian Securities Exchange.


 


Australian
Dollar Equivalent means, in respect of:


 


		(a)	the
                                         Facility Limit for a Facility at any time which is expressed in a foreign currency, the
                                         equivalent amount in Australian Dollars (when notionally converted by NAB at the rate
                                         of exchange used by NAB for the purpose, and at the time, of approving the Facility);
                                         and



 


		(b)	any
                                         other amount which is expressed in a foreign currency, the equivalent amount of the Balance
                                         Owing or other amount in Australian Dollars (as notionally converted by NAB at its prevailing
                                         spot rate of exchange).



 




    	© National Australia Bank Limited	2	 



     


    

  


Authorisation
means:


 


		(a)	any
                                         authorisation, consent, approval, resolution, licence, exemption, filing, lodgement or
                                         registration required by any Agency or any law; or



 


		(b)	in
                                         relation to anything which is prohibited or restricted by law if an Agency takes certain
                                         actions within a specified period, the expiry of that period without the Agency taking
                                         that action.



 


Authorised
Officer means, in respect of an Obligor, a person appointed by that Obligor to act as such for that Obligor under a Finance
Document to which it is expressed to be a party and whose specimen signature in that appointed capacity has been provided to NAB
and who has satisfied any required Client Identification Checks.


 


Availability
Period in respect of a Facility, has the meaning given to it in the Specific Conditions for that Facility.


 


Available
Facility in respect of a Facility, has the meaning given to it in the Specific Conditions for that Facility.


 


Balance
Owing:


 


		(a)	in
                                         respect of a Facility, other than a Facility listed in paragraph (b) or (c) below, means:



 


		(i)	for
                                         a Loan Account, at any time, the difference between all amounts credited and all amounts
                                         debited to that Loan Account at that time;



 


		(ii)	for
                                         a Drawing, at any time, the amount of the Drawing less any amounts of principal repaid
                                         in relation to the Drawing;



 


		(iii)	for
                                         a Facility with multiple Loan Accounts or Drawings, the sum of the amounts calculated
                                         by reference to paragraph (a) or (b) as appropriate for each such Loan Account or Drawing,



 


to
the extent that such amount is a debit balance. Where this amount is to be calculated for the end of a day, it includes all debits
and credits assigned to that day;


 


		(b)	in
                                         respect of a Credit Card Facility, at any time, means the unpaid balance (including fees
                                         and charges) on each “account” (as defined in the separate terms and conditions
                                         for the relevant Credit Card Facility) at that time; and



 


		(c)	in
                                         respect of an Asset Finance Facility, at any time, means the aggregate of:



 


		(i)	the
                                         “loan balance” under each “loan agreement” at that time; and



 


		(ii)	the
                                         amount calculated by NAB under each "lease agreement" and "hire purchase
                                         agreement" as representing the aggregate at that time of:



 


		(A)	the
                                         total "rental instalments" payable over the remaining part of the "term";
                                         plus 



 


		(B)	the
                                         "residual value" (if any); plus



 


		(C)	any
                                         other amount due and payable but not paid at that time; less



 


		(D)	the
                                         amount of interest attributed to the "rental instalments" falling due and payable
                                         after that time,



 






    	© National Australia Bank Limited	3	 



     


    

 


where
each term within inverted commas has the meaning given to it in the Master Asset Finance Agreement.


 


Bank
Guarantee means a bank guarantee, if any, issued by NAB under or in connection with this document.


 


Beneficiary
means any beneficiary under a Trust.


 


Bill
Facility means any Facility with the words “Bill Facility” in its title as stated in the Details.


 


Bill
Facility Component has the same meaning as set out in the Specific Conditions for a Bill Facility or in any applicable Drawdown
Notice.


 


Bill
Facility Component Limit has the same meaning as set out in the Specific Conditions for a Bill Facility or in any applicable
Drawdown Notice.


 


BNZ
means Bank of New Zealand (a company incorporated in New Zealand) and includes its successors in title, permitted assigns
and permitted transferees.


 


BNZ
Indemnity means the agreement dated on or about the date of this document between NAB and BNZ under which (among other things)
NAB indemnifies BNZ for any loss incurred under the BNZ Invoice Finance Facility Agreement.


 


BNZ
Invoice Finance Facility Agreement means the document entitled "Invoice Finance Facility Agreement" dated on or
about the date of this Financing Agreement between each Original Borrower and BNZ.


 


Borrower
means an Original Borrower or an Additional Borrower.


 


Business
Day means a day other than a Saturday, Sunday or public holiday in every state and territory of Australia.


 


Change
of Control has the meaning described in clause 13 (Change of Control).


 


Client
Identification Checks means, at any time, any client identification or similar checks or procedures required in connection
with any law or NAB’s policies and procedures from time to time.


 


Code
means the Code of Banking Practice (2013 version), including any supplement or variation to it provided NAB has agreed to
be bound by such replacement or variation.


 


Commercial
Consignment has the meaning given in the PPSA or the NZ PPSA, as the context requires.


 


Companies
Act means the Companies Act 1993 (NZ).


 


Compliance
Certificate means a certificate in substantially the form of Annexure 2 setting out (in reasonable detail) computations as
to compliance with clause 9(aa) (other undertakings or conditions subsequent) and clause 10.1 (Financial Covenants)
as at the applicable date or for the applicable period, signed by two directors of the Obligor (if the Obligor has more than one
director) or by the director of the Obligor (if the Obligor has only one director) and otherwise in form and substance satisfactory
to NAB.


 


Compliance
Committee means, in respect of a Scheme, the compliance committee of the Scheme established in accordance with Part 5C.5 of
the Corporations Act.


 


Compliance
Plan means, in respect of a Scheme, the plan complying with Part 5C.4 of the Corporations Act and lodged with ASIC under section
601EA of the Corporations Act.


 



    	© National Australia Bank Limited	4	 



     


    

 





Constitution
means, in respect of a Scheme, the constitution of the Scheme made by the Responsible Entity from time to time and, at the
date of this document, having the details set out in the Schedule.


 


Contested
Tax means a Tax payable by an Obligor where the Obligor:


 


		(a)	is
                                         contesting the liability in good faith and in accordance with proper procedures;



 


		(b)	is
                                         not required by applicable law to pay the Tax prior to contesting its liability; and



 


		(c)	has
                                         satisfied NAB that it has set aside sufficient reserves of liquid assets to pay the Tax
                                         and any fine, penalty or interest payable if the contest is unsuccessful.



 


Controller
has the meaning given to the term in the Corporations Act.


 


Corporations
Act means the Corporations Act 2001 (Cth).


 


Costs
means costs, charges, fees and expenses, including those incurred in connection with NAB’s internal and external legal
advisers (on a full indemnity basis) and professional consultants.


 


Credit
Card Facility means any Facility titled “NAB Qantas Business Card Facility” in the Details.


 


Custodian
means, at any time, the custodian of the Scheme Property from time to time and, at the date of this document, is the person
identified as such in the Schedule, if any.


 


Custody
Agreement means, in relation to a Scheme, the agreement between the Responsible Entity and the Custodian from time to time
and, as at the date of this document, the agreement described as such in the Schedule, if any.


 


Customer
Margin means, in respect of a Facility, the customer margin specified in the Details for that Facility or as otherwise agreed.


 


Daily
Interest Rate means, for any day:


 


		(a)	in
                                         relation to a Global Trade Finance Facility, the Interest Rate applying to the Facility
                                         or Drawing (as the case may be) on that day divided by 365 where the currency is Dollars,
                                         Pounds Sterling or Hong Kong Dollars and 360 in all other cases; and



 


		(b)	in
                                         relation to any other Facility (or any part of such a Facility), the Interest Rate applying
                                         to the Facility (or that part of the Facility) on that day divided by 365.



 


Deed
of Cross Guarantee means a deed substantially in the form of a pro forma deed issued or otherwise approved by ASIC in order
to satisfy ASIC class order eligibility requirements for relief from certain Corporations Act financial reporting obligations.


 


Default
means an Event of Default or a Potential Event of Default.


 


Default
Interest Rate means:


 


		(a)	in
                                         respect of a Facility, the default interest rate as formulated in accordance with the
                                         Details for that Facility; and



 


		(b)	in
                                         respect of any amount payable under a Finance Document that is not in respect of a particular
                                         Facility, such as a fee incurred in connection with engaging a professional consultant,
                                         the default interest rate under any Facility NAB may select,



 


or
as otherwise agreed or amended as contemplated in this document


 






    	© National Australia Bank Limited	5	 



     


    

 


Deposit
Letter means a security agreement in the form required by NAB from time to time which grants NAB an Encumbrance over a deposit
account.


 


Details
means, at any time, the details set out in Part B:(Details) of this document, as may be amended from time to time as
contemplated in this document.


 


Dollars
or $ means the lawful currency of Australia, unless otherwise stated in this document.


 


Drawdown
Date means:


 


		(a)	for
                                         a Facility other than a Bill Facility, the date on which a Drawing is made; and



 


		(b)	for
                                         a Bill Facility, the date on which a bill is accepted, discounted or endorsed under a
                                         Facility.



 


Drawdown
Notice means a notice in substantially the form of Annexure 3 requesting a Drawing or otherwise giving instructions in relation
to a Drawing, in the form and substance acceptable to NAB.


 


Drawdown
Schedule means, in respect of a Facility, the drawdown schedule specified in the Details for that Facility (if any) or any
drawdown schedule provided to the relevant Borrower by NAB.


 


Drawing
means, in respect of a Facility, a provision of financial accommodation (including, if applicable, the acceptance, discounting
and endorsement of bills and the issue of Bank Guarantees and Letters of Credit) under that Facility.


 


Economic
Costs means the Costs and losses incurred or suffered by NAB in connection with an Economic Event, including by reason of:


 


		(a)	a
                                         loss or reduction of profits or return and any loss of fees, charges and premium (which
                                         amount will be discounted back to the net present value at the rate equivalent to NAB’s
                                         cost of funds at that date); and



 


		(b)	the
                                         liquidation of deposits or other funds, or the termination or reversing of any swap or
                                         option agreement or other agreement or arrangement entered into by NAB (either generally
                                         in the course of NAB’s business or specifically in connection with a Facility)
                                         to fund or maintain a Facility or to hedge, fix or limit NAB’s effective cost of
                                         funding in relation to a Facility.



 


Economic
Event means, while a fixed rate (whether a fixed interest rate or a fixed yield rate) applies to a Facility, a Bill Facility
Component, a Loan Account or a Drawing or while a variable rate (whether a variable interest rate or a yield rate) applies to
a Bill Facility, a Market Rate Facility or a Range Amount, the occurrence of any of the following events:


 


		(a)	all
                                         or part of that Facility, Bill Facility Component, Loan Account, Drawing, Bill Facility,
                                         Market Rate Facility or Range Amount is repaid early (even if NAB agrees to the early
                                         repayment being made);



 


		(b)	that
                                         Facility, Bill Facility Component, Loan Account or Drawing, is re-priced by agreement
                                         from one fixed rate to another fixed rate or to another type of rate (such as a variable
                                         rate);



 


		(c)	that
                                         Facility, Facility Limit or Bill Facility Component Limit is cancelled, reduced or not
                                         fully drawn for any reason at any time before the Expiry Date;



 


		(d)	NAB
                                         is for any reason no longer obliged to accept, discount or endorse bills under the Facility
                                         or a bill is cancelled before its maturity date; or



 






    	© National Australia Bank Limited	6	 



     


    

 


		(e)	if
                                         the Borrower is in Default, or any part of the Amount Owing otherwise becomes repayable,
                                         and NAB elects to treat it as an Economic Event.



 


Encumbered
Property means any asset, property or right the subject of an Encumbrance under a Security Document.


 


Encumbrance
means:


 


		(a)	a
                                         security agreement, bill of sale, mortgage, charge, pledge, lien, trust or other security
                                         interest securing any obligation of any person and includes a security interest within
                                         the meaning of section 12 of the PPSA or section 17 of the NZ PPSA, as the context requires;



 


		(b)	any
                                         title retention arrangement;



 


		(c)	any
                                         right, interest, agreement, notice or arrangement which has the effect of giving another
                                         person a preference, priority or advantage over creditors including any arrangement under
                                         which money or the benefit of a bank or other account may be applied, set-off or made
                                         subject to a combination of accounts or not repayable in certain circumstances;



 


		(d)	any
                                         third party right or interest or any right arising as a consequence of the enforcement
                                         of a judgment;



 


		(e)	any
                                         right that a person (other than the owner) has to remove something from land (known as
                                         a profit á prendre), easement, public right of way, restrictive covenant, positive
                                         covenant, lease or licence to use or occupy;



 


		(f)	any
                                         right of set-off, assignment of income, garnishee order or monetary claim;



 


		(g)	equity,
                                         interest or writ of execution;



 


		(h)	any
                                         security deposit;



 


		(i)	any
                                         option; or



 


		(j)	any
                                         other agreement, notice or arrangement having a similar effect as any of the items set
                                         out in paragraphs (a) to (i) (inclusive) above,



 


or
any agreement or arrangement to create any of them or allow them to exist.


 


Event
of Default means any event or circumstance specified as such in this document or under any other Finance Document.


 


Expiry
Date means, in respect of a Facility, the expiry date (if any) specified in the Details for that Facility.


 


Facility
means each facility referred to in the Details.


 


Facility
Limit, at any time:


 


		(a)	in
                                         respect of a Facility (other than a Facility to which paragraph (b) below applies), means
                                         the facility limit specified in the Details for that Facility, as reduced, cancelled
                                         or varied from time to time in accordance with this document; and



 






    	© National Australia Bank Limited	7	 



     


    

 


		(b)	in
                                         respect of a Facility with scheduled repayments or scheduled reductions of its facility
                                         limit, means the sum of:



 


		(i)	the
                                         facility limit specified in the Details for that Facility, as reduced, cancelled or varied
                                         from time to time in accordance with the document;



 


		(ii)	capitalised
                                         interest at that time; and



 


		(iii)	capitalised
                                         scheduled fees (which, for the avoidance of doubt, do not include contingent fees).



 


Fees
Guide means, as the case may be, NAB’s “Business Banking Fees – A guide to fees and charges” and/or
NAB’s “International trade services – A guide to Fees and Charges” booklet, each as amended or replaced
from time to time.


 


Finance
Document means each of the following:


 


		(a)	this
                                         document;



 


		(b)	each
                                         Invoice Finance Facility Agreement;



 


		(c)	each
                                         Compliance Certificate;



 


		(d)	each
                                         Hedging Agreement (if applicable);



 


		(e)	each
                                         Drawdown Notice, Utilisation Request, drawdown schedule and amortisation schedule (however
                                         described);



 


		(f)	each
                                         Transactional Specific Document;



 


		(g)	each
                                         Security Document;



 


		(h)	each
                                         Accession Letter;



 


		(i)	each
                                         Deposit Letter;



 


		(j)	each
                                         other document referred to in the “Other Conditions” section of the Details;



 


		(k)	any
                                         other document or agreement NAB and a Borrower agree in writing is a Finance Document,



 


and
each document, agreement or notice entered into, or given, under or for the purpose of amending, novating or acceding to, any
of the above.


 


Financial
Indebtedness means any indebtedness for or in respect of:


 


		(a)	moneys
                                         borrowed;



 


		(b)	any
                                         amount raised under any acceptance credit, or bill acceptance, discount or endorsement
                                         facility;



 


		(c)	any
                                         amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
                                         loan stock or any similar instrument;



 


		(d)	the
                                         amount of any liability in respect of any lease or hire purchase contract which would,
                                         in accordance with GAAP, be treated as a finance or capital lease;



 






    	© National Australia Bank Limited	8	 



     


    

 


		(e)	receivables
                                         sold or discounted (other than any receivables to the extent they are sold on a non-recourse
                                         basis);



 


		(f)	any
                                         redeemable shares where the holder has the right, or the right in certain conditions,
                                         to require redemption;



 


		(g)	any
                                         amount raised under any other transaction (including any forward sale or purchase agreement)
                                         having the commercial effect of a borrowing;



 


		(h)	consideration
                                         for the acquisition of assets or services payable more than 90 days after acquisition;



 


		(i)	any
                                         derivative transaction entered into in connection with protection against or benefit
                                         from fluctuation in any rate or price (and, when calculating the value of any derivative
                                         transaction, only the marked to market value will be taken into account);



 


		(j)	any
                                         counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary
                                         letter of credit or any other instrument issued by a bank or financial institution; and



		(k)	the
                                         amount of any liability in respect of any guarantee or indemnity for any of the items
                                         referred to in paragraphs (a) to (j) above,



 


irrespective
of whether the indebtedness is:


 


		(l)	present
                                         or future;



 


		(m)	actual,
                                         prospective, contingent or otherwise;



 


		(n)	at
                                         any time ascertained or unascertained;



 


		(o)	owed
                                         or incurred alone or severally or jointly or both with any other person; or



 


		(p)	a
                                         combination of any of the above.



 


Financial
Statements means:


 


		(a)	a
                                         statement of comprehensive income (otherwise known as a statement of financial performance
                                         or profit and loss statement);



 


		(b)	a
                                         statement of financial position;



 


		(c)	a
                                         statement of cash flow; and



 


		(d)	a
                                         statement of changes in equity,



 


together
with any notes to those documents and any accompanying reports, statements, declarations and other documents or information.


 


Fixed
Rate Period means, in respect of a Facility or a Drawing, the period during which a specific interest rate or yield rate will
apply and will not change.


 


Foreign
Currency Overdraft Facility means any Facility titled “Foreign Currency Overdraft Facility” in the Details.


 


Form
of Verification Certificate means the form set out in Annexure 1.


 






    	© National Australia Bank Limited	9	 



     


    

 


GAAP
means, in respect of an Obligor, accounting standards, principles and practices applying by law or otherwise which are generally
accepted and consistently applied in the relevant jurisdiction in which the Obligor is incorporated.


 


General
Conditions means the conditions set out in Part A (General Conditions) of this document.


 


Global
Trade Finance Facility means any Facility to which the Global Trade Finance Specific Conditions apply, as stated in the Details


 


Goods
has the meaning given in the PPSA or the NZ PPSA, as the context requires.


 


Governing
Law Jurisdiction means the jurisdiction specified as such in the Schedule.


 


GST
means Goods and Services Tax as imposed under a GST Act, as the context requires.


 


GST
Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) or the Goods and Services Tax Act 1985 (NZ), as the context
requires.


 


Guarantee
means (other than in clause ‎26 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar
assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of
any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation
is assumed in order to maintain or assist the ability of such person to meet its indebtedness or to assure any creditor against
loss.


 


Guarantor
means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 28
(Assignment and Changes to the Obligors).


 


Head
Company means the head company (as defined in the Tax Act) of a Tax Consolidated Group.


 


Hedging
Agreement means any agreement entered into or to be entered into with NAB to implement the hedging required under clause 10.3
(Hedging).


 


Hong
Kong Dollars or HKD means the lawful currency of the Hong Kong Special Administrative Region of the People’s
Republic of China, unless otherwise stated in this document.


 


Hudson
Parent means Hudson Global, Inc., a company incorporated under the laws of Delaware.


 





Increased
Costs has the meaning given to it under clause 20(b).


 


Indicator
Rate means, for any day, in respect of a Facility, the relevant type of indicator rate specified in the Details for that Facility
where the amount is as:


 


		(a)	advised
                                         in writing by NAB to the relevant Borrowers;



 


		(b)	published
                                         or otherwise advised by NAB from time to time on NAB’s website; and/or



 


		(c)	advertised
                                         by NAB in the local or national press.



 


Insolvency
Event means, in respect of a person, any of the following events:


 


		(a)	it
                                         is (or states it is) an insolvent under administration or insolvent (each as defined
                                         in the Corporations Act) or it breaches the solvency test (as set out in clause 4 of
                                         the Companies Act);



 






    	© National Australia Bank Limited	10	 



     


    

 


		(b)	it
                                         has an administrator, liquidator, provisional liquidator, Controller or any other kind
                                         of insolvency administrator appointed to it or to any part of its property, or they are
                                         or any part of its property is placed under any other formal or informal kind of insolvency
                                         administration;



 


		(c)	an
                                         application is made to a court for an order, or an order is made, that it be wound up;



 


		(d)	it
                                         resolves or take any action to wind up itself up, or otherwise dissolve itself, or it
                                         is otherwise wound up or dissolved, except to reconstruct or amalgamate while solvent
                                         on terms pre-approved by NAB in writing;



 


		(e)	execution
                                         or distress or any other process is levied or attempted or imposed against or over any
                                         of its undertaking, property or assets;



 


		(f)	a
                                         compromise, arrangement, assignment, moratorium or composition is proposed with, or becomes
                                         effective in relation to, its creditors or any class of its creditors (in each case,
                                         other than to carry out a reconstruction or amalgamation while solvent on terms approved
                                         by NAB in writing);



 


		(g)	an
                                         application or order has been made (and, in the case of an application, it is not stayed,
                                         withdrawn or dismissed within 5 Business Days), a resolution is passed, a proposal is
                                         put forward, a meeting is convened, or any other action is taken, in each case in connection
                                         with it, which is preparatory to or could result in any of the things referred to in
                                         paragraphs (a) to (f) (inclusive) above;



 


		(h)	it
                                         is taken (under section 459F of the Corporations Act) to have failed to comply with a
                                         statutory demand;



 


		(i)	it
                                         is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations
                                         Act (or they make a statement from which NAB reasonably deduces it is so subject);



 


		(j)	it
                                         takes any step to obtain protection, or are granted protection, from creditors, under
                                         any applicable law;



 


		(k)	it
                                         is deregistered for whatever reason;



 


		(l)	it
                                         commits an act of bankruptcy within the meaning of Bankruptcy Act 1966 (Cth) or the Insolvency
                                         Act 2006 (NZ) (as applicable);



 


		(m)	it
                                         becomes a bankrupt as defined in Bankruptcy Act 1966 (Cth) or the Insolvency Act 2006
                                         (NZ) (as applicable) or action is taken which could result in that event;



 


		(n)	it
                                         is otherwise unable to pay its debts when they fall due; or



 


		(o)	something
                                         having a substantially similar effect to any of the things referred to in paragraphs
                                         (a) to (n) (inclusive) happens in connection with it under any law or in any jurisdiction.



 


Intellectual
Property means all trade secrets, confidential information, know-how, patents, trade marks, designs (whether registered or
unregistered), copyright, and computer programs.


 


Interest
Period means, in respect of a Facility, the period for which interest is calculated and charged as stated, or selected if
provided for, in this document or as otherwise agreed.


 


Interest
Rate means, at any time in respect of a Facility, the per annum rate of interest applicable to that Facility or part of that
Facility as formulated in accordance with the Details for that Facility or as otherwise agreed or amended as contemplated in this
document.


 






    	© National Australia Bank Limited	11	 



     


    

 


Interested
Person:


 


		(a)	has
                                         the meaning given to that term for the purposes of section 275 of the PPSA; or



 


		(b)	means
                                         the persons that may request information under section 177 of the NZ PPSA,



 


as
the context requires, and includes:


 


		(a)	any
                                         person granting an Encumbrance;



 


		(b)	a
                                         person with another Encumbrance in the same property in which NAB has an Encumbrance;



 


		(c)	if
                                         a person granting an Encumbrance is a body corporate, an auditor of that person;



 


		(d)	an
                                         execution creditor with an interest in the property in which NAB has an Encumbrance;



 


		(e)	an
                                         authorised representative of any of the above.



 


Invoice
Finance Facility Agreements means:


 


		(a)	the
                                         NAB Invoice Finance Facility Agreement; and



 


		(b)	the
                                         BNZ Invoice Finance Facility Agreement.



 


Lease
for a Term of More Than 1 Year has the meaning given to that term in the NZ PPSA.


 


Letter
of Credit means a documentary letter of credit or a standby letter of credit issued by NAB pursuant to a Facility.


 


Liquidity
Margin means, in respect of a Facility, at any time, the later of:


 


		(a)	the
                                         liquidity margin rate specified in the Details as at the date of this document; 
                                         and



 


		(b)	such
                                         other rate as:



 


		(i)	advised
                                         in writing by NAB to the relevant Borrowers;



 


		(ii)	published
                                         or otherwise advised by NAB from time to time on NAB’s website; and/or



 


		(iii)	advertised
                                         by NAB in the local or national press.



 


Loan
Account means an account with NAB for the purposes of recording transactions in connection with a Facility and includes, in
relation to an overdraft (including a Foreign Currency Overdraft Facility), the associated transaction account.


 


Mandatory
Prepayment Period means, in respect of a Review Event, the period specified as such in the Schedule which begins on the date
on which NAB gives notice to the Borrowers under clause 14.5(c).


 


Market
Rate Facility means any Facility titled “Market Rate Facility” in the Details.


 


Marketable
Security means:


 


		(a)	a
                                         “marketable security” as defined in the Corporations Act;



 


		(b)	a
                                         negotiable instrument;



 






    	© National Australia Bank Limited	12	 



     


    

 


		(c)	a
                                         unit or other interest in a trust, partnership or Registered Scheme; and



 


		(d)	a
                                         right or an option in respect of any of paragraphs (a), (b) or (c), whether issued or
                                         unissued.



 


Master
Asset Finance Agreement means a master asset finance agreement in NAB’s standard form.


 


Material
Adverse Effect means any material adverse effect (in the opinion of NAB) on:


 


		(a)	the
                                         assets, business, operations, affairs, property, condition (financial or otherwise) or
                                         prospects of any Obligor or of the Obligors taken as a whole;



 


		(b)	the
                                         ability of an Obligor to perform its obligations under any Finance Document to which
                                         it is expressed to be a party; or



 


		(c)	the
                                         validity, enforceability or priority of any Finance Document or an Encumbrance provided
                                         for by any Finance Document, or the rights or remedies of NAB under any Finance Document.



 


Material
Authorisation means, for an Obligor, any Authorisation required:


 


		(a)	to
                                         enable it to lawfully enter into and exercise its rights and comply with its obligations
                                         under each Finance Document to which it is expressed to be a party;



 


		(b)	to
                                         enable it to own its assets and to carry on its business;



 


		(c)	to
                                         make each Finance Document to which it is expressed to be a party admissible in evidence
                                         in its jurisdiction of incorporation.



 


Material
Documents means:


 


		(a)	each
                                         of the documents (if any) identified as such in the Schedule;



 


		(b)	the
                                         constitution of each Obligor that is a corporation;



 


		(c)	each
                                         Trust Deed (if any);



 


		(d)	each
                                         Partnership Document (if any);



 


		(e)	each
                                         Scheme Document (if any); and



 


		(f)	each
                                         other document NAB and a Borrower agree in writing is a Material Document.



 


NAB
Business Markets Facility means any Facility titled “NAB Business Markets - Flexible Rate Loan” in the Details.


 


NAB
Invoice Finance Facility Agreement means the document entitled "NAB Corporate Receivables Facility Agreement" dated
on or about the date of this Financing Agreement between each Original Borrower and NAB.


 


NAB
Qantas Business Card Facility Terms and Conditions means the NAB Qantas Business Card Facility Terms and Conditions included
in the NAB Qantas Business Card Facility brochure located on NAB’s website.


 


Negotiation
Period means, in respect of a Review Event, the period specified as such in the Schedule which begins on the date on which
NAB becomes aware of the occurrence of the Review Event.


 






    	© National Australia Bank Limited	13	 



     


    

 


Nominated
Account means, in respect of a Facility, the NAB account described in the Details as being the nominated account for that
Facility, or such other bank account nominated from time to time by the relevant Borrower and acceptable to NAB and, on the date
of this document, is the bank account described as such in the Details for that Facility.


 


NZ$
means the lawful currency of New Zealand.


 


NZ
Company means an Obligor that is a company incorporated in New Zealand.


 


NZ
PPSA means the Personal Property Securities Act 1999 (NZ).


 


Obligor
means a Borrower, Guarantor or Personal Guarantor.


 


Original
Obligor means an Original Borrower, Original Guarantor or Original Personal Guarantor.


 


Package
means any product with the words “Package” or “Multi-Option” in its name.


 


Partner
means, in respect of a Partnership, the relevant Obligor which is a partner in the Partnership.


 


Partnership
means, at any time, a partnership in respect of which an Obligor is a partner at that time and includes each partnership specified
in the Schedule.


 


Partnership
Agreement means, in respect of a Partnership, the instrument establishing, or setting out the terms of, the Partnership and
any other constituent documents relating to the Partnership.


 


Partnership
Documents means, in respect of a Partnership:


 


		(a)	the
                                         Partnership Agreement;



 


		(b)	any
                                         other documents described as such in the Schedule; and



 


		(c)	each
                                         other document which an Obligor and NAB agree in writing is a Partnership Document.



 


Partnership
Property means, in respect of a Partnership, all assets, rights, property and undertaking which are the subject of the Partnership:


 


		(a)	of
                                         whatever kind and wherever situated; and



 


		(b)	whether
                                         present or future.



 


Partnership
Provisions means the provisions set out in Part E: (Partnership Provisions).


 


Permitted
Disposal means any sale, lease, transfer or other disposal on arm’s length terms and for market consideration:


 


		(a)	made
                                         with NAB’s prior written consent;



 


		(b)	made
                                         in the ordinary course of the disposing entity's business and for the purpose of carrying
                                         on the disposing entity’s ordinary business;



 


		(c)	of
                                         assets in exchange for other assets comparable or superior as to type, value and quality
                                         and for a similar purpose;



 


		(d)	of
                                         obsolete or redundant vehicles, plant and equipment for cash;



 


		(e)	under
                                         a Permitted Encumbrance; or



 






    	© National Australia Bank Limited	14	 



     


    

 


		(f)	where
                                         the higher of the market value or consideration receivable for the sale, lease, transfer
                                         or other disposal (when aggregated with the higher of the market value or consideration
                                         receivable for any other sales, leases, transfers or other disposals in the relevant
                                         financial year, other than those permitted under the preceding paragraphs) does not exceed
                                         $250,000 (or its equivalent in another currency or currencies).



 


Permitted
Encumbrance means:


 


		(a)	any
                                         of the following entered into by an Obligor in the ordinary course of its business (as
                                         conducted on the date of the agreement):



 


		(i)	a
                                         Commercial Consignment of Goods under which that Obligor is the consignee;



 


		(ii)	a
                                         bailment, hiring arrangement or lease under which that Obligor is the bailee, hirer or
                                         lessee, that does not secure payment or performance of an obligation, but which is a
                                         PPS Lease;



 


		(iii)	retention
                                         of title terms in a contract for the supply of Goods to that Obligor,



 


		(b)	any
                                         Encumbrance created under a Finance Document;



 


		(c)	any
                                         Encumbrance created or subsisting with NAB’s prior written consent (as long as
                                         any conditions stipulated for that consent are complied with);



 


		(d)	any
                                         lien arising by operation of law (other than the PPSA or the NZ PPSA) and securing obligations
                                         which are not overdue;



 


		(e)	any
                                         other Encumbrance securing Financial Indebtedness the aggregate principal amount of which
                                         (when aggregated with the principal amount of any other indebtedness of any Obligor which
                                         has the benefit of an Encumbrance, other than any Encumbrance permitted under the preceding
                                         paragraphs) does not exceed $250,000 (or its equivalent in another currency or currencies)
                                         at any time; or



 


		(f)	any
                                         right of set-off created or subsisting under any service contract between an Obligor
                                         and any other person and entered into in the ordinary course of that Obligor’s
                                         business.



 


Permitted
Financial Indebtedness means any Financial Indebtedness:


 


		(a)	incurred
                                         or subsisting under a Finance Document; or



 


		(b)	incurred
                                         or subsisting with NAB’s prior written consent (unless the consent was conditional
                                         and any of the conditions are not complied with to the satisfaction of NAB); or



 


		(c)	comprising
                                         US Corporate Allocations accrued but not paid by the Obligors; or



 


		(d)	incurred
                                         or subsisting under any intercompany trade payables arrangement (provided such Financial
                                         Indebtedness is classified as a genuine current trade payable and confirmed as legitimate
                                         by Hudson Global Resources (Aust) Pty Limited’s external auditors on an ongoing
                                         basis); or



 


		(e)	incurred
                                         or subsisting under any loan provided by the parent company of the Original Obligors
                                         or any other member of the APAC Group provided such loans are subordinated on terms satisfactory
                                         to NAB; or



 


		(f)	incurred
                                         or subsisting in the ordinary course of trading on arm’s length terms, the aggregate
                                         outstanding principal amount of which (when aggregated with any other such Financial
                                         Indebtedness, other than any Financial Indebtedness permitted under the preceding paragraphs)
                                         does not exceed $250,000 (or its equivalent in another currency or currencies) at any
                                         time.



 






    	© National Australia Bank Limited	15	 



     


    

 


Personal
Guarantor means an Original Personal Guarantor or an Additional Personal Guarantor unless that person has ceased to be a Personal
Guarantor in accordance with clause 28 (Assignment and Changes to the Obligors).


 


Potential
Event of Default means any event or circumstance which would, with the lapse of time, the giving of notice, the making of
any determination under any Finance Document, the fulfilment of any condition or any combination of any of the foregoing, be an
Event of Default.


 


Pounds
Sterling or GBP means the lawful currency of the United Kingdom and its Crown dependencies unless otherwise stated
in this document.


 


PPS
Lease has the meaning given in the PPSA.


 


PPSA
Lease means a PPS Lease or a Lease for a Term of More Than 1 Year, as the context requires.


 


PPSA
means the Personal Property Securities Act 2009 (Cth).


 


Pricing
Period means, in respect of a Facility, the period set out in the Specific Conditions for that Facility (if applicable).


 


Pricing
Review has the meaning given to it in clause 14.1 (Pricing Review Events).


 


Property
Conditions means the conditions set out in Part G: (Property Conditions) of this document.


 


Range
Amount has the meaning as set out in the Specific Conditions for a NAB Business Markets Facility.


 


Receiver
means a receiver, receiver and manager or controller as defined in the Corporations Act, or a receiver as defined in the Receiverships
Act 1993 (NZ).


 


Recipient
has the meaning as given to it in a GST Act, as the context requires.


 


Registered
Scheme means a registered scheme as defined by the Corporations Act.


 


Regulatory
Event means any:


 


		(a)	change
                                         in, or introduction of a new, law or other form of regulation;



 


		(b)	change
                                         in, or introduction of a new, practice or policy of an Agency;



 


		(c)	investigation
                                         into an Obligor or any member of the APAC Group by an Agency;



 


		(d)	application
                                         for or grant of an injunction or order in respect of any Encumbrance, Facility or account
                                         held with NAB made by an Agency, or



 


		(e)	change
                                         in, or introduction of a new, code of practice or custom relating to the provision of
                                         any Service which a reasonable and prudent banker would comply with,



 


whether
in Australia or elsewhere, that applies or impacts in any way the provision of the Services to an Obligor.


 


Related
Body Corporate means, in respect of an entity, each related body corporate (as defined in the Corporations Act) of that entity.


 






    	© National Australia Bank Limited	16	 



     


    

 


Related
Entity means, in respect of an entity, each related entity (as defined in the Corporations Act) of that entity.


 


Repricing
Date, in respect of a Facility, has the meaning given to it in the Specific Conditions for that Facility (if any).


 


Resignation
Letter means a letter substantially in the form set out in Annexure 5 (Form of Resignation Letter).


 


Responsible
Entity means, in respect of a Scheme, the relevant Obligor which is a responsible entity of the Scheme.


 


Responsible
Entity Provisions means the provisions set out in Part F: (Responsible Entity Provisions).


 


Review
Event means each event specified as such in the Schedule.


 


Schedule
means the schedule in Part C: (Schedule) of this document.


 


Scheme
means, at any time, a Registered Scheme in respect of which an Obligor is a responsible entity and includes each Registered
Scheme specified in the Schedule.


 


Scheme
Documents means, in respect of a Scheme:


 


		(a)	the
                                         Constitution;



 


		(b)	the
                                         Compliance Plan;



 


		(c)	any
                                         other documents described as such in the Schedule; and



 


		(d)	each
                                         other document which an Obligor or the Responsible Entity and NAB agree in writing is
                                         a Scheme Document.



 


Scheme
Property means, in respect of a Scheme, the scheme property (as defined by the Corporations Act) of the Scheme.


 


Security
Documents means:


 


		(a)	each
                                         document, if any, specified as such in the Schedule or specified as such in an Accession
                                         Letter;



 


		(b)	each
                                         other document which creates an Encumbrance to secure the Amount Owing; and



 


		(c)	each
                                         Guarantee or Encumbrance granted in connection with this document.



 


Service
means any service NAB provides to the Borrower under or in relation to a Facility including making or processing any payment
or issuing any document.


 


Specific
Conditions means, at any time, the conditions set out in Part H: (Specific Conditions) of this document which apply
to each Facility (as stated in the Details of that Facility), as may be amended from time to time in accordance with this document.


 


Subsidiary
has the meaning given to it in the Corporations Act (or to the extent of any NZ Company, has the meaning given to that term
under the Companies Act), but as if body corporate includes any entity.  It also includes any entity required by GAAP to
be included in the consolidated annual financial report of an entity or which would be required if that entity were a corporation. 
A trust or Registered Scheme may be a Subsidiary (and a unit or other beneficial interest in the trust or Registered Scheme is
to be treated as a share accordingly) and an entity is to be treated as a Subsidiary of a trust or Registered Scheme as if that
trust or Registered Scheme were a corporation.


 






    	© National Australia Bank Limited	17	 



     


    

 


Supply
has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).


 


Tax
means any tax, levy, impost, duty or other charge or withholding of a similar nature including any penalty, interest, fine
or expense payable in connection with any failure to pay, or any delay in paying, any of the same.


 


Tax
Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth), as the context requires.


 


Tax
Consolidated Group means a “Consolidated Group” or a “MEC Group” (each having the meaning given to
it in the Tax Act).


 


Tax
Invoice has the meaning given to it in a GST Act, as the context requires.


 


Taxable
Supply has the meaning given to it in a GST Act, as the context requires.


 


Termination
Date means, in respect of a Facility, the date being the earlier of:


 


		(a)	the
                                         Expiry Date, if any, or the last day of a facility term specified for that Facility in
                                         the Details; and



 


		(b)	the
                                         date on which the Facility is cancelled in accordance with the terms of this document.



 


TFA
means a tax funding agreement between the members of a Tax Consolidated Group which includes:


 


		(a)	reasonably
                                         appropriate arrangements for the funding of tax payments by the Head Company having regard
                                         to the position of each member of the Tax Consolidated Group; and



 


		(b)	an
                                         undertaking from each member of the Tax Consolidated Group to compensate each other member
                                         of the Tax Consolidated Group adequately for loss of tax attributes (including tax losses
                                         and tax offsets) as a result of being a member of the Tax Consolidated Group; and



 


		(c)	an
                                         undertaking from the Head Company to pay all group liabilities (as described in section
                                         721-10 of the Tax Act) of the Tax Consolidated Group.



 


Threshold
Amount means the amount specified as such in the Schedule.


 


Transaction
Document means a Finance Document or a Material Document.


 


Transactional
Specific Documents means, in respect of a Facility, the standard form documents in connection with that Facility which NAB
requires an Obligor to execute or accept under or to establish that Facility.


 


Trust
means, at any time, a trust or settlement in respect of which an Obligor is a trustee at that time and includes each trust
specified in the Schedule.


 


Trust
Deed means, in respect of a Trust, the document establishing the Trust and any other constituent document relating to the
Trust.


 






    	© National Australia Bank Limited	18	 



     


    

 


Trust
Documents means, in respect of a Trust:


 


		(a)	the
                                         Trust Deed;



 


		(b)	all
                                         agreements or deeds between unitholders of the Trust;



 


		(c)	any
                                         other documents described as such in the Schedule; and



 


		(d)	each
                                         other document which an Obligor and NAB agree in writing is a Trust Document.



 


Trust
Property means, in respect of a Trust, all the rights, property and undertaking which are the subject of the Trust:


 


		(a)	of
                                         whatever kind and wherever situated; and



 


		(b)	whether
                                         present or future.



 


Trustee
means, in respect of a Trust, the relevant Obligor which is a trustee of the Trust.


 


Trustee
Provisions means the provisions set out in Part D: (Trustee Provisions).


 


TSA
means an agreement between the members of a Tax Consolidated Group which takes effect as a tax sharing agreement under section
721-25 of the Tax Act and complies with the Tax Act and any law in connection with the Tax Act.


 


US
Corporate Allocations means, in respect of a period, genuine corporate costs accrued in that period to Hudson Parent in connection
with services provided by Hudson Incorporated to the Borrowers during that period.


 


Utilisation
Request means a utilisation request in substantially the form of Annexure 7 requesting NAB to issue a Bank Guarantee, in the
form and substance acceptable to NAB.


 


		1.4	Interpretation



 


		(a)	Unless
                                         the contrary intention appears, in this document:



 


		(i)	a
                                         reference to an Annexure is a reference to an annexure to this document;



 


		(ii)	assets
                                         includes present and future properties, revenues, benefits and rights of every description
                                         and a reference to an asset includes any real or personal, present or future, tangible
                                         or intangible property or asset (including intellectual property) and any right, interest,
                                         revenue or benefit in, under or derived from the property or asset;



 


		(iii)	a
                                         reference to a clause in a Part of this document is a reference to a clause in
                                         the Part that the reference appears;



 


		(iv)	a
                                         Default (other than an Event of Default) is continuing if it has not been remedied
                                         to NAB’s satisfaction or waived by NAB in writing and an Event of Default is continuing
                                         if it has not been waived by NAB in writing;



 


		(v)	a
                                         reference to this document includes all Parts in this document;



 


		(vi)	a
                                         reference to a Finance Document, a Transaction Document or any other document
                                         is a reference to that Finance Document, Transaction Document or other document as amended,
                                         novated, supplemented, extended, replaced or restated;



 






    	© National Australia Bank Limited	19	 



     


    

 


		(vii)	the
                                         meaning of a term is not limited by specific examples introduced by including, for
                                         example, such as or any other similar term;



 


		(viii)	the
                                         word law includes common law, principles of equity, and laws made by parliament,
                                         listing rules or business rules of a financial market, any regulation, rule, official
                                         directive, request or guideline (whether or not having the force of law) of any Agency
                                         and if not having the force of law, with which responsible entities in the position of
                                         the relevant party would normally comply;



 


		(ix)	a
                                         provision of law is a reference to that provision as consolidated, amended, re-enacted,
                                         replaced or varied;



 


		(x)	NAB
                                         includes its successors in title, permitted assigns and permitted transferees;



 


		(xi)	a
                                         reference to a Part is a reference to a section headed "Part" in this
                                         document;



 


		(xii)	the
                                         word person includes an individual, a company, a corporation, a firm, a partnership,
                                         a joint venture, a body corporate, an unincorporated association, an authority and any
                                         combination of the foregoing;



 


		(xiii)	a
                                         reference to a particular person includes the person’s executors, administrators,
                                         successors and permitted substitutes (including persons taking by novation) and assigns;



 


		(xiv)	a
                                         reference to a group of persons is a reference to any two or more of them jointly and
                                         to each of them individually;



 


		(xv)	an
                                         agreement, representation or warranty in favour of two or more persons is for the benefit
                                         of them jointly and each of them individually;



 


		(xvi)	an
                                         agreement, representation or warranty, undertaking, obligation, covenant, indemnity or
                                         liability of or by two or more persons binds them jointly and each of them individually
                                         but an agreement, representation or warranty, undertaking, obligation, covenant, indemnity
                                         or liability of or by NAB binds NAB individually only;



		(xvii)	a
                                         reference to any thing (including an amount) is a reference to the whole and each part
                                         of it, but nothing in this clause 1.4 (Interpretation) implies that the performance
                                         of part of an obligation constitutes performance of the obligation;



		(xviii)	a
                                         reference to a time of day is a reference to the time in the Governing Law Jurisdiction;



 


		(xix)	a
                                         reference to a month means a calendar month and a reference to a quarter means a calendar
                                         quarter; and



 


		(xx)	nothing
                                         in this document is to be interpreted against a party on the ground that the party put
                                         it forward.



 


		(b)	Words
                                         importing the singular include the plural and vice versa.



 


		(c)	Words
                                         importing a gender include any gender.



 


		(d)	Headings
                                         (including those in brackets at the beginning of paragraphs) are for convenience only
                                         and do not affect the interpretation of this document.



 






    	© National Australia Bank Limited	20	 



     


    

 


		1.5	Inconsistency



 


		(a)	For
                                         the avoidance of doubt, this clause 1.5 (Inconsistency) takes precedence over
                                         all Finance Documents in relation to resolving any inconsistencies provided for in the
                                         sub-clauses below.



 


		(b)	Unless
                                         expressly stated otherwise, any inconsistency as between the terms of a Facility will
                                         be resolved, to the extent of the inconsistency, in the following order of priority:



 


		(i)	the
                                         Details (and where a Facility comprises part of a Package, the Details relating to the
                                         Package prevails over the Details relating to that Facility);



 


		(ii)	the
                                         Property Conditions (if any);



 


		(iii)	the
                                         Specific Conditions (if any) (and where a Facility comprises part of a Package, the Specific
                                         Conditions relating to the Package prevails over the Specific Conditions relating to
                                         that Facility);



 


		(iv)	any
                                         additional documents referred to in the “Other Conditions” section of the
                                         Details;



 


		(v)	the
                                         General Conditions and the Schedule; and



 


		(vi)	the
                                         relevant Fees Guide.



 


		(c)	Unless
                                         expressly stated otherwise, any inconsistency as between a provision in this document
                                         and a provision in any other Finance Document will be resolved, to the extent of the
                                         inconsistency, in the following order of priority:



 


		(i)	this
                                         document;



 


		(ii)	each
                                         Hedging Agreement;



 


		(iii)	each
                                         Invoice Finance Facility Agreement;



 


		(iv)	each
                                         Security Document; and



 


		(v)	each
                                         other Finance Document.



 


		(d)	Unless
                                         expressly stated otherwise, if there is any inconsistency between a provision in the
                                         separate terms and conditions applying to an Asset Finance Facility or a Credit Card
                                         Facility and the terms of this document, the separate terms and conditions for the Asset
                                         Finance Facility or Credit Card Facility (as the case may be) prevail to the extent of
                                         the inconsistency except that:



 


		(i)	the
                                         Facility Limit for the Asset Finance Facility or Credit Card Facility (as the case may
                                         be) may be changed in accordance with the Specific Conditions for a Multi-Option Facility;
                                         and



 


		(ii)	the
                                         provisions in this document relating to set-off will prevail.



 


		1.6	Personal
                                         Property Securities (PPS) law



 


		(a)	If:



 


		(i)	a
                                         PPS Law applies, or will at a future date apply to any of the Finance Documents or any
                                         of the transactions contemplated by them, or NAB determines that a PPS Law applies, or
                                         will at a future date apply, to any of the Finance Documents or any of the transactions
                                         contemplated by them; and



 






    	© National Australia Bank Limited	21	 



     


    

 


		(ii)	in
                                         the opinion of NAB (acting reasonably), the PPS Law:



 


		(A)	adversely
                                         affects or would adversely affect NAB’s security position or the rights or obligations
                                         of NAB under or in connection with the Finance Documents; or



 


		(B)	enables
                                         or would enable NAB’s security position to be improved without adversely affecting
                                         the Obligors in a material respect,



 


		(C)	NAB
                                         may give notice to the Obligors requiring the Obligors to do anything (including amending
                                         any Finance Document or executing any new Finance Document) that in NAB’s opinion
                                         is reasonably necessary to ensure that, to the maximum possible extent, NAB’s security
                                         position, and rights and obligations, are not adversely affected as contemplated by clause
                                         1.6(a)(ii)(A) (or that any such adverse effect is overcome), or that NAB’s security
                                         position is improved as contemplated in clause 1.6(a)(ii)(B) and the Borrowers must comply
                                         with the requirements of that notice within the time stipulated in the notice.



 


		(b)	In
                                         this clause 1.6 (Personal Property Securities (PPS) law), PPS Law means:



 


		(i)	the
                                         PPSA;



 


		(ii)	the
                                         NZ PPSA;



 


		(iii)	any
                                         regulations made at any time under the PPSA or the NZ PPSA;



 


		(iv)	any
                                         provision of the PPSA or the NZ PPSA or regulations referred to in clause (iii);



 


		(v)	any
                                         amendment to any of the above, made at any time; or



 


		(vi)	any
                                         amendment made at any time to any other legislation as a consequence of a PPS Law referred
                                         to in clauses (i) to (v).



 


		(c)	The
                                         Obligors waive, to the extent permitted under the PPS Law, their right to receive any
                                         notices NAB is required to give under the PPS Law (including a notice of a verification
                                         statement).



 


		1.7	PPS
                                         Law policies and steps



 


Each
Obligor will promptly take all reasonable steps which are prudent for its business under or in relation to the PPSA and the NZ
PPSA (as applicable) including doing anything reasonably requested by NAB for that purpose. For example, the Obligor will:


 


		(a)	create
                                         and implement appropriate policies and systems; and



 


		(b)	where
                                         appropriate, take reasonable steps to identify security interests in its favour and to
                                         perfect and protect them, with the highest priority reasonably available.



 


		1.8	Change
                                         of details



 


Each
Obligor agrees to notify NAB at least 14 days before:


 






    	© National Australia Bank Limited	22	 



     


    

 


		(a)	it
                                         (or if it is the trustee of a trust or a partner of a partnership, the trust or the partnership)
                                         changes its name;



 


		(b)	any
                                         ABN, ARBN or ARSN allocated to it (or if it is a trustee of a trust or a partner of a
                                         partnership, the trust or the partnership) changes, is cancelled or otherwise ceases
                                         to apply to it (or if it does not have an ABN, ARBN or ARSN, one is allocated, or otherwise
                                         starts to apply, to it); and



 


		(c)	it
                                         becomes trustee of a trust, or a partner of a partnership, not stated in this document.



 


		2.	Facilities



 


		2.1	The
                                         Facilities



 


Each
Facility is made available during its Availability Period on the terms set out in this document.


 


		2.2	Purpose
                                         and monitoring



 


The
Borrower must apply all Drawings under a Facility for the purpose specified for that Facility in the relevant Details or for any
other purpose that NAB approves in writing.  NAB is not bound to monitor or verify the application of any Drawings.


 


		3.	Conditions
                                         Precedent



 


		3.1	Initial
                                         conditions precedent



 


NAB's
obligation to provide the first Drawing under any Facility to any Borrower is subject to NAB first receiving the following documents,
each in form and substance satisfactory to NAB:


 


		(a)	(verification
                                         certificates)



 


		(i)	a
                                         certificate in relation to each Original Obligor incorporated in Australia duly signed
                                         by two directors of the Original Obligor (if the Original Obligor has more than one director)
                                         or by the director of the Original Obligor (if the Original Obligor has only one director)
                                         substantially in the form set out, and with the attachments referred to, in the Form
                                         of Verification Certificate and dated not earlier than 5 Business Days before the first
                                         Drawdown Date; and



 


		(ii)	a
                                         certificate in relation to each Original Obligor incorporated in New Zealand duly signed
                                         by two directors of the Original Obligor (if the Original Obligor has more than one director)
                                         or by the director of the Original Obligor (if the Original Obligor has only one director)
                                         substantially in a form acceptable to BNZ and dated not earlier than 5 Business Days
                                         before the first Drawdown Date; and



 


		(b)	(Finance
                                         Documents) each Finance Document duly executed by each party to that document;



 


		(c)	(Material
                                         Documents) (except for the constitution of each Obligor that is a corporation) a
                                         copy of each Material Document duly executed by each party to that document;



 


		(d)	(Taxes
                                         and registration) evidence that each Finance Document and each Material Document:



 


		(i)	which
                                         is registrable is in registrable form and is accompanied by all executed documents necessary
                                         to register them in each relevant jurisdiction; and



 






    	© National Australia Bank Limited	23	 



     


    

 


		(ii)	has
                                         had all Taxes paid on it or, if not already paid, evidence that sufficient immediately
                                         available and transferable funds have been provided to NAB to enable the payment of any
                                         Taxes chargeable on it, together with all executed documents (including, where relevant,
                                         a statutory declaration regarding the location and value of assets) necessary to effect
                                         due payment of those Taxes;



 


		(e)	(Client
                                         Identification Checks) all documents and other information that NAB requires to enable
                                         NAB to complete any Client Identification Checks;



 


		(f)	(structure
                                         chart) a diagram showing the structure and ownership arrangements of the APAC Group
                                         and the Obligors;



 


		(g)	(valuations)
                                         any valuation required by NAB;



 


		(h)	(insurances)
                                         a certified copy of any insurance policy required by NAB and evidence that all insurances
                                         meet the requirements of the Finance Documents;



 


		(i)	(process
                                         agent appointment) evidence of the acceptance of appointment of a process agent located
                                         in Australia for each Obligor incorporated or located outside Australia; and



 


		(j)	(enquiries
                                         and searches) the results of NAB’s enquiries and searches.



 


		3.2	Further
                                         conditions precedent 



 


NAB
will only be required to provide a Drawing under a Facility if the following conditions are met:


 


		(a)	if
                                         a Drawdown Notice or Utilisation Request (however described) is required to be delivered
                                         in accordance with the Specific Conditions (or separate terms and conditions) for that
                                         Facility, NAB has received a Drawdown Notice or Utilisation Request (as applicable) completed
                                         and signed by the relevant Borrower;



 


		(b)	the
                                         proposed Drawdown Date is a date during the Availability Period for that Facility and
                                         the provision of the Drawing will not cause the Balance Owing for that Facility (when
                                         aggregated with the amount of the proposed Drawing) to exceed the Facility Limit for
                                         that Facility;



 


		(c)	on
                                         the date of any Drawdown Notice or Utilisation Request and on the proposed Drawdown Date:



 


		(i)	no
                                         Default, Change of Control or Review Event is, in NAB’s opinion, continuing or
                                         would result from the proposed Drawing being provided; and



 


		(ii)	each
                                         representation and warranty set out in clause 8.1 (Representations and Warranties) is
                                         correct and not misleading by reference to the then current facts and circumstances subsisting
                                         on each of those dates;



 


		(d)	all
                                         Costs due and payable to NAB as at the Drawdown Date under any Finance Document have
                                         been paid or will be paid out of the Drawing;



 


		(e)	each
                                         document listed as a “Specified Document” in the Schedule or any other conditions
                                         precedent specified in, or required under, any Finance Document have been satisfied or
                                         delivered (as the case may be) to NAB, each in form and substance satisfactory to NAB;



 


		(f)	any
                                         other document, opinion or assurance which NAB requires in connection with the entry
                                         into, delivery (if applicable) and performance of the transactions contemplated by, or
                                         for the validity and enforceability of, any Finance Document has been delivered to NAB,
                                         each in form and substance satisfactory to NAB; and



 






    	© National Australia Bank Limited	24	 



     


    

 


		(g)	NAB
                                         has received, in form and substance satisfactory to it, all other information requested
                                         by NAB in accordance with each Finance Document.



 


		3.3	Certification
                                         of copies



 


Unless
otherwise required by NAB, each document specified in respect of an Obligor in clause 3.1 (Initial conditions precedent)
or clause 3.2 (Further conditions precedent) must be an original.  If NAB requires a certified copy of a document,
the copy must be certified by a director or secretary of that Obligor as true and complete as at a date no earlier than 5 Business
Days before the first Drawdown Date.


 


		4.	Repayment



 


		(a)	Each
                                         Borrower of a Facility must, in respect of that Facility, repay:



 


		(i)	each
                                         Drawing in the manner set out in the Specific Conditions or, if no Specific Conditions
                                         apply, the separate terms and conditions applying to that Facility; and



 


		(ii)	on
                                         demand, any amount by which the Balance Owing exceeds the Facility Limit,



 


together
with accrued interest calculated in accordance with the applicable Specific Conditions or, if no Specific Conditions apply, in
accordance with the separate terms and conditions applying to that Facility on the amount referred to in clauses (i) or (ii) (as
the case may be).


 


		(b)	Each
                                         Borrower of a Facility must repay the Amount Owing in respect of the Facility on its
                                         Termination Date.



 


		5.	Cancellation
                                         and Prepayment



 


		5.1	Cancellation



 


		(a)	A
                                         Borrower of a Facility may, in respect of that Facility, cancel the whole or any part
                                         of a Facility in accordance with the Specific Conditions or, if no Specific Conditions
                                         apply, the separate terms and conditions applying to that Facility.



 


		(b)	NAB
                                         may cancel, without notice to the Borrower, each Available Facility on the last day of
                                         the relevant Availability Period.



 


		(c)	NAB
                                         may otherwise cancel a Facility in accordance with the Specific Conditions or, if no
                                         Specific Conditions apply, the separate terms and conditions applying to that Facility.



 


		5.2	Prepayment



 


		(a)	A
                                         Borrower of a Facility may, in respect of that Facility, prepay the whole or any part
                                         of the Balance Owing under that Facility in accordance with the Specific Conditions or,
                                         if no Specific Conditions apply, the separate terms and conditions applying to that Facility.






 


		(b)	A
                                         Borrower of a Facility must, in respect of that Facility, prepay the Balance Owing under
                                         that Facility in the amounts and at the times specified under the heading “Mandatory
                                         Prepayment” in the Schedule.



 


		5.3	Illegality



 


If
NAB determines that it is or will become unlawful (or impossible in practice as a result of a change in law) in any jurisdiction
for NAB to perform any of its obligations under this document or to fund or maintain any Drawing or part of a Facility:


 






    	© National Australia Bank Limited	25	 



     


    

 


		(a)	NAB
                                         will promptly notify the relevant Borrower upon becoming aware of that event;



 


		(b)	the
                                         Facility will be immediately cancelled; and



 


		(c)	the
                                         relevant Borrower must prepay the Amount Owing on the date specified by NAB in its notice.



 


		5.4	Restrictions



 


Unless
otherwise specified in this document:


 


		(a)	no
                                         amount cancelled may be subsequently reinstated;



 


		(b)	any
                                         prepayment under this document must be made together with:



 


		(i)	accrued
                                         interest on the amount prepaid calculated in accordance with the applicable Specific
                                         Conditions or, if no Specific Conditions apply, the separate terms and conditions applying
                                         to that Facility; and



 


		(ii)	the
                                         Economic Costs and fees incurred in relation to the prepayment (if any); and



 


		(c)	no
                                         Borrower may reborrow any part of a Facility that is prepaid.



 


		6.	Interest



 


		6.1	Interest



 


Each
Borrower of a Facility must, in respect of that Facility, pay interest on the Balance Owing in accordance with the Specific Conditions
or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.


 


		6.2	Default
                                         Interest



 


		(a)	If
                                         a Borrower fails to pay any amount payable by it under a Finance Document on its due
                                         date, interest will accrue on the overdue amount from the due date up to and including
                                         the date of actual payment (both before and after judgment) at the Default Interest Rate.



 


		(b)	If
                                         a Borrower exceeds a Facility Limit (even where NAB has approved the excess), NAB may
                                         charge, and the Borrower must pay, interest on the excess at the Default Interest Rate
                                         at the end of each day that an excess exists.



 


		(c)	Default
                                         interest is:



 


		(i)	for
                                         a Facility where interest is ordinarily debited from an account or accounts under that
                                         Facility, added to the Balance Owing for that Facility on each date on which interest
                                         is debited for that Facility;



 


		(ii)	for
                                         any other Facility, at NAB’s discretion, added to the overdue amount monthly and
                                         when the overdue amount is paid, or debited from the Nominated Account for that Facility
                                         (or, if permitted by this document, any other account held by the Borrower) on each date
                                         on which interest is debited for that Facility, unless NAB otherwise specifies; or



 


		(iii)	for
                                         any other amount payable under a Finance Document that is not in respect of a particular
                                         Facility, payable at such time as NAB selects.



 






    	© National Australia Bank Limited	26	 



     


    

 


		7.	Partners,
                                         responsible entities and trustees



 


		7.1	Partners



 


If,
at any time, there is a Partnership, the terms and conditions set out in the Partnership Provisions apply to the relevant Obligor
which is a Partner of that Partnership.


 


		7.2	Responsible
                                         Entities



 


If,
at any time, there is a Scheme, the terms and conditions set out in the Responsible Entity Provisions apply to the relevant Obligor
which is the Responsible Entity of that Scheme.


 


		7.3	Trustees



 


If,
at any time, there is a Trust, the terms and conditions set out in the Trust Provisions apply to the relevant Obligor which is
a Trustee of that Trust.


 


		8.	Representations
                                         and Warranties



 


		8.1	Representations
                                         and Warranties



 


Each
Obligor makes the following representations and warranties on the date of this document:


 


		(a)	(incorporation)
                                         each Obligor (other than an Obligor who is a natural person) is a corporation, duly incorporated
                                         and validly existing under the laws of its jurisdiction of incorporation and is capable
                                         of suing and being sued;



 


		(b)	(power)
                                         each Obligor has full power, authority and legal right to own its assets and carry on
                                         its current and contemplated business;



 


		(c)	(binding
                                         obligations) subject to any necessary stamping and registration requirements, equitable
                                         principles and laws generally affecting creditors’ rights, the obligations expressed
                                         to be assumed by each Obligor in each Transaction Document to which it is expressed to
                                         be a party are legal, valid, binding and enforceable obligations;



 


		(d)	(no
                                         conflict) the execution, delivery (if applicable) and performance by each Obligor
                                         of each Transaction Document to which it is expressed to be a party and the transactions
                                         contemplated by those Transaction Documents do not and will not conflict with or violate:



 


		(i)	any
                                         law applicable to it;



 


		(ii)	any
                                         Material Document; or



 


		(iii)	any
                                         agreement or instrument binding upon it or any of its assets in any material respect,



 


and,
excluding the Finance Documents, in each case, do not and will not:


 


		(i)	create
                                         or impose any Encumbrance; or 



 


		(ii)	entitle
                                         a person to accelerate or cancel an obligation relating to Financial Indebtedness or
                                         constitute a default, cancellation event, prepayment event or similar event (however
                                         described) under any agreement relating to Financial Indebtedness whether immediately
                                         or after notice or lapse of time or both;



 


		(e)	(power
                                         and authority) each Obligor has full power to enter into, perform and deliver, and
                                         has taken all necessary action to authorise its entry into, delivery (if applicable)
                                         and performance of, each Transaction Document to which it is expressed to be a party
                                         and the transactions contemplated by those Transaction Documents;



 






    	© National Australia Bank Limited	27	 



     


    

 


		(f)	(Authorisations)
                                         all Material Authorisations have been obtained and are in full force and effect;



 


		(g)	(benefit)
                                         each Obligor benefits by entering into and performing its obligations under each Transaction
                                         Document to which it is expressed to be a party;



 


		(h)	(Information,
                                         projections and disclosure):



 


		(i)	all
                                         Financial Statements, accounts, reports and any other information in connection with
                                         each Transaction Document to which it is expressed to be a party and the transactions
                                         contemplated by those Transaction Documents which have been furnished to NAB are true
                                         and accurate and not misleading (whether by its inclusion or by omission of other information);



 


		(ii)	any
                                         financial projections provided by, or on behalf of, it, the APAC Group or the Obligors,
                                         have been prepared by appropriately qualified persons and in good faith on the basis
                                         of recent historical information and on the basis of reasonable assumptions; and



 


		(iii)	each
                                         Obligor has disclosed all information and documents relating to it, its assets, each
                                         Transaction Document to which it is expressed to be a party and the transactions contemplated
                                         by each of them, which are material to NAB’s decision to enter into the Finance
                                         Documents;



 


		(i)	(no
                                         default):



 


		(i)	no
                                         Event of Default is continuing; and



 


		(ii)	no
                                         other event or circumstance is outstanding which constitutes a default under any other
                                         agreement or instrument which is binding on any Obligor, or to which its assets are subject,
                                         which could have a Material Adverse Effect;



 


		(j)	(solvency)
                                         no Insolvency Event has occurred in respect of any Obligor;



 


		(k)	(undisclosed
                                         relationships) except as disclosed to and agreed by NAB in writing, it has not entered
                                         into any other Transaction Document, and no Obligor holds any property:



 


		(i)	as
                                         a trustee;



 


		(ii)	as
                                         a partner of a partnership;



 


		(iii)	as
                                         a responsible entity of any Registered Scheme;



 


		(iv)	as
                                         an agent of an undisclosed principal; or



 


		(v)	in
                                         any other capacity for the benefit of any person;



 


		(l)	(Authorised
                                         Officers) any person specified as an Authorised Officer of an Obligor is authorised
                                         to sign any requests and other notices on its behalf and do all other things contemplated
                                         by the Transaction Documents to which it is expressed to be a party;



 


		(m)	not
                                         used;



 


		(n)	(investigation
                                         by Agency) no investigation by any Agency into all or part of the affairs of any
                                         Obligor is current in circumstances which could have a Material Adverse Effect;



 






    	© National Australia Bank Limited	28	 



     


    

 


		(o)	(no
                                         immunity) no Obligor has, and no assets of any Obligor have immunity from the jurisdiction
                                         of a court or from legal process;



 


		(p)	(Financial
                                         Statements):



 


		(i)	the
                                         most recent Financial Statements (consolidated as required under applicable law) provided
                                         to NAB under, or in contemplation of, this document were prepared in accordance with
                                         GAAP consistently applied unless expressly disclosed to the contrary in those Financial
                                         Statements;



 


		(ii)	the
                                         most recent Financial Statements (consolidated as required under applicable law) provided
                                         to NAB under, or in contemplation of, this document give a true and fair view of:



 


		(A)	the
                                         financial position (including actual and contingent liabilities) of the relevant entities
                                         on a consolidated basis as at the date to which the Financial Statements relate; and



 


		(B)	the
                                         performance of those entities during the accounting period to which the Financial Statements
                                         relate; and
	 	 	 



		(iii)	there
                                         has been no material adverse change in the business or financial condition of any of
                                         the relevant entities since the last day of that accounting period to which the Financial
                                         Statements referred to in clauses (i) and (ii) relate;



 


		(q)	(tax
                                         consolidation):



 


		(i)	no
                                         Obligor is a member of a Tax Consolidated Group, other than a tax consolidated group
                                         comprising only members of the APAC Group for which Hudson Highland (APAC) Pty Ltd is
                                         the head company or such other tax consolidated group as disclosed to and consented to
                                         by NAB in writing; and



 


		(ii)	if
                                         an Obligor is a member of a Tax Consolidated Group, each member of the Tax Consolidated
                                         Group is a party to a TSA and a TFA;



 


		(r)	(cross-guarantee)
                                         no Obligor has executed, and no Obligor is currently seeking approval from ASIC to execute,
                                         a Deed of Cross Guarantee;



 


		(s)	(Taxes)
                                         each Obligor has complied with all laws in relation to Tax in all jurisdictions in which
                                         it is subject to Taxes and has paid all Taxes due and payable by it except those which
                                         are Contested Taxes;



 


		(t)	(insurances)
                                         all insurances required under the Finance Documents are in effect and current and meet
                                         the requirements of the Finance Documents, no Obligor has made any material misrepresentation
                                         or omission to its insurers and no Obligor is aware of any reason why any of the insurance
                                         policies may be terminated or why any insurers may refuse to pay a claim when made;



 


		(u)	(ownership)
                                         except where it has entered into a Finance Document or a Material Document in its capacity
                                         as Trustee or as Responsible Entity, each Obligor is the legal and beneficial owner of,
                                         and has good right and title to, all of its assets free from any Encumbrance other than
                                         a Permitted Encumbrance;



 


		(v)	(Security
                                         Documents) each Security Document is in full force and effect and the Encumbrance
                                         created under it has the priority contemplated in the Security Document;



 


		(w)	(Financial
                                         Indebtedness) no Financial Indebtedness subsists other than Permitted Financial Indebtedness;



 






    	© National Australia Bank Limited	29	 



     


    

 


		(x)	(no
                                         benefit to related party) the execution and delivery by each Obligor of the Transaction
                                         Documents to which it is expressed to be a party, and the participation by it in any
                                         transaction in connection with the Transaction Documents to which it is expressed to
                                         be a party, will not violate or contravene Chapter 2E of the Corporations Act
                                         or any analogous provision in any applicable law of any applicable jurisdiction;



 


		(y)	(Intellectual
                                         Property) each Obligor owns, or has the right and license to use, all Intellectual
                                         Property necessary for the conduct of its business;



 


		(z)	(Marketable
                                         Securities) except as disclosed to and approved in writing by NAB, all Marketable
                                         Securities which are Encumbered Property are fully paid and there is no agreement, arrangement
                                         or understanding under which further Marketable Securities with rights of conversion
                                         to shares in any Obligor may be issued to any person; and



 


		(aa)	(other)
                                         each other representation or warranty (if any):



 


		(i)	set
                                         out, or as amended by any other provision, in this document; and



 


		(ii)	set
                                         out in each other Transaction Document to which it is expressed to be a party,



 


is
true and correct.


 


		8.2	Reliance
                                         and Repetition



 


		(a)	NAB
                                         has entered into each Finance Document to which it is expressed to be a party in reliance
                                         on the representations and warranties in this document and the other Finance Documents. The
                                         representations and warranties survive execution and delivery of the Finance Documents
                                         and the provision of financial accommodation under them.



 


		(b)	Each
                                         representation and warranty contained in a Finance Document is deemed to be repeated
                                         by each Obligor on:



 


		(i)	the
                                         date of each request for financial accommodation;



 


		(ii)	each
                                         Drawdown Date;



 


		(iii)	the
                                         last day of each Interest Period and Pricing Period (if applicable);



 


		(iv)	the
                                         date of each Compliance Certificate;



 


		(v)	the
                                         date on which any Amount Owing is paid to NAB; and



 


		(vi)	in
                                         the case of an Additional Obligor, the date on which the entity becomes (or it is proposed
                                         that the entity becomes) an Additional Obligor,



 


by
reference to the current facts and circumstances subsisting on that date.


 


		9.	Undertakings



 


Each
Obligor undertakes to:


 


		(a)	(notification)
                                         notify NAB immediately on becoming aware of: 



 


		(i)	any
                                         event which constitutes a Default (and the steps, if any, being taken to remedy it);



 


		(ii)	any
                                         breach of, or default under, any Material Document to which it is expressed to be a party;



 






    	© National Australia Bank Limited	30	 



     


    

 


		(iii)	any
                                         intention by it to exercise any right, power or remedy under any Material Document to
                                         which it is expressed to be a party as a consequence of any default under the Material
                                         Document;



 


		(iv)	any
                                         change in the Authorised Officers of any Obligor accompanied by the names, titles and
                                         specimen signatures of any new Authorised Officers;



 


		(v)	any
                                         Obligor changing its contact details for communications;



 


		(vi)	the
                                         details of any material litigation, arbitration, administrative or regulatory proceedings
                                         relating to it or any member of the APAC Group or of any material labour or industrial
                                         relations dispute affecting it or any member of the APAC Group which is current, pending
                                         or, to its knowledge, likely or threatened;



 


		(vii)	any
                                         change (actual or proposed) to ownership arrangements of any Obligor;



 


		(viii)	any
                                         Obligor:



 


		(A)	seeking
                                         the approval of ASIC in respect of, or executing, any Deed of Cross Guarantee; or



 


		(B)	amending
                                         or terminating a Deed of Cross Guarantee;



 


		(ix)	any
                                         proposal by any Agency to revoke or materially amend any Material Authorisation;



 


		(x)	the
                                         occurrence of any event or circumstance which has or is likely to have a Material Adverse
                                         Effect; and



 


		(xi)	any
                                         Obligor creating or acquiring or intending to create or acquire a Subsidiary;



 


		(b)	(information)
                                         provide NAB immediately with:



 


		(i)	all
                                         documents (including reports, accounts, notices and circulars) despatched by an Obligor
                                         to its creditors generally (or any class of them) at the same time as they are despatched
                                         (but only to the extent that such documents contain information regarding the financial
                                         condition of that Obligor);



 


		(ii)	such
                                         further information regarding the financial condition, business and operations of any
                                         Obligor as NAB may reasonably request; and



 


		(iii)	all
                                         material notices received by any Obligor from any Agency regarding matters which could
                                         have a Material Adverse Effect;



 


		(c)	(Authorisations):



 


		(i)	do
                                         all that is necessary to maintain in full force and effect any Material Authorisation;
                                         and



 


		(ii)	not
                                         do anything which would prevent the prompt renewal of any Authorisation or cause it to
                                         be renewed on less favourable terms;



 


		(d)	(comply
                                         with laws) comply with all laws to which it or its assets are subject;



 


		(e)	(change
                                         of business) ensure, and procure that, no significant change is made to the general
                                         nature of the business of any Obligor from that carried on at the date of this document;



 






    	© National Australia Bank Limited	31	 



     


    

 


		(f)	(negative
                                         pledge) not create or permit to subsist any Encumbrance over any of its assets other
                                         than a Permitted Encumbrance;



 


		(g)	(acquisition
                                         subject to Encumbrance) except with the prior written consent of NAB, not acquire
                                         any asset which is subject to an Encumbrance or which becomes the subject of an Encumbrance
                                         on its acquisition;



 


		(h)	(disposals)
                                         not enter into a single transaction or a series of transactions (whether related or not
                                         and whether voluntary or involuntary) to sell, lease, license, transfer, grant an interest
                                         over, part with possession of or otherwise dispose of any asset or any interest in any
                                         asset other than a Permitted Disposal;



 


		(i)	(mergers)
                                         not enter into any amalgamation, demerger, merger or corporate reconstruction except
                                         a solvent amalgamation or a reconstruction on terms pre-approved by NAB in writing;



 


		(j)	(insurances):



 


		(i)	take
                                         out and maintain insurances with an independent and reputable insurer in the manner and
                                         to the extent stipulated by NAB or, if not stipulated by NAB, for the amounts and against
                                         risks which are in accordance with prudent business practice having regard to the nature
                                         of the business, assets and operations of the Obligors (including all insurances required
                                         by applicable law);



 


		(ii)	take
                                         out and maintain any further insurances as NAB may reasonably request;



 


		(iii)	disclose
                                         to each insurer all facts which are material to the insurer’s risk and comply with
                                         its obligations of utmost good faith to the insurer;



 


		(iv)	ensure
                                         that no material alteration is made to any policy, except with NAB’s prior written
                                         consent;



 


		(v)	ensure
                                         that each policy expressly notes NAB’s interests and, if required by NAB, names
                                         NAB as the sole loss payee;



 


		(vi)	as
                                         soon as practicable notify NAB if an event occurs which permits an insurance claim to
                                         be made or if an insurance claim is made or refused; and



 


		(vii)	promptly
                                         produce evidence satisfactory to NAB of current insurance cover (including a certified
                                         copy of each policy and schedule, certificate of currency or any variation made) or other
                                         details whenever NAB asks;



 


		(k)	(incurring
                                         Financial Indebtedness) not incur or permit to subsist any Financial Indebtedness
                                         other than Permitted Financial Indebtedness;



 


		(l)	(providing
                                         Financial Indebtedness) not be a creditor in respect of any Financial Indebtedness,
                                         other than Financial Indebtedness:



 


		(i)	provided
                                         to a Borrower or a Guarantor;



 


		(ii)	provided
                                         with the prior written consent of NAB;



 


		(iii)	provided
                                         to allow its customers to acquire goods or services on extended terms in the ordinary
                                         course of trading; or



 


		(iv)	provided
                                         by Hudson Global Resources (Aust) Pty Limited to a member of the APAC Group to support
                                         the working capital requirements of the APAC Group’s operations in China, Hong
                                         Kong and Singapore (provided such Financial Indebtedness is treated as a loan to a related
                                         party, classified as a genuine current receivable and confirmed as a legitimate instrument
                                         by Hudson Global Resources (Aust) Pty Limited’s external auditors on an ongoing
                                         basis).



 






    	© National Australia Bank Limited	32	 



     


    

 


		(m)	(Taxes)
                                         pay all Taxes due and payable by it (other than Contested Taxes) and Taxes which are
                                         due and payable by it after final determination or settlement of a Contested Tax;



 


		(n)	(valuations)
                                         for Encumbered Property which is land, pay for any valuation which NAB may obtain at
                                         any time from a valuer approved and instructed by NAB, unless:



 


		(i)	NAB
                                         has obtained a valuation for that property at an Obligor’s cost within the previous
                                         two year period or such longer period as NAB may agree in its absolute discretion; and



 


		(ii)	no
                                         Default is subsisting and the valuation does not reveal that a Default is subsisting.



 


Nothing
in this clause prevents NAB from obtaining (at its own cost) any valuation of the Encumbered Property at any time that NAB requires;


 


		(o)	(Financial
                                         Statements and other documents to be delivered):



 


		(i)	deliver
                                         to NAB within the period stipulated in the Schedule, a copy of the Financial Statements
                                         and other documents stipulated in Item 7 of the Schedule;
	 	 	 



		(ii)	ensure
                                         the Financial Statements provided to NAB under this document:



 


		(A)	are
                                         certified by a director of the relevant Obligor as giving a true and fair view of the
                                         financial position and performance of the relevant Obligor or Group (as the case may
                                         be), in the case of financial position, as at the date stated in the Financial Statements,
                                         and, in the case of financial performance, for the period specified in the Schedule to
                                         which those Financial Statements relate;



 


		(B)	are
                                         prepared using GAAP consistently applied;



 


		(C)	give
                                         a true and fair view of the financial position and performance of the relevant entities
                                         on a consolidated basis, in the case of financial position, as at the date stated in
                                         the Financial Statements, and, in the case of financial performance, for the period to
                                         which those Financial Statements relate; and



 


		(D)	comply
                                         with any other requirement specified in the Schedule; and



 


		(iii)	not
                                         change its financial year without the prior written consent of NAB;



 


		(p)	(Compliance
                                         Certificate) deliver to NAB a Compliance Certificate with each set of Financial Statements,
                                         externally-prepared accounts and management accounts required under this document on
                                         the dates specified in item 7 of the Schedule;



 


		(q)	(tax
                                         consolidation) in respect of any Obligor that is a member of a Tax Consolidated Group
                                         (which has been disclosed to, and agreed to by, NAB in writing), ensure and procure that:



 


		(i)	a
                                         TSA and a TFA are maintained in full force and effect;



 


		(ii)	each
                                         member of the Tax Consolidated Group complies with the TSA and the TFA; and



 






    	© National Australia Bank Limited	33	 



     


    

 


		(iii)	the
                                         Head Company gives the Australian Taxation Office a copy of the TSA within the period
                                         required by section 721-25(3)(b) of the Tax Act if the Australian Taxation Office gives
                                         it a notice requiring it to do so;



 


		(r)	(reduction
                                         of capital and financial assistance) except with the prior written consent of NAB,
                                         not do any of the following:



 


		(i)	redeem,
                                         buy-back, defease, retire or repay any of its share capital or resolve to do so;



 


		(ii)	provide
                                         any financial assistance in connection with the acquisition of shares in itself or in
                                         any of its holding companies or resolve to do so; or
	 	 	 



		(iii)	do
                                         anything analogous to clause (i) or (ii) above;



 


		(s)	(no
                                         partnership or joint venture) unless otherwise specified in a Finance Document, not
                                         enter into:



 


		(i)	any
                                         profit sharing arrangement in relation to any Encumbered Property; or



 


		(ii)	any
                                         partnership or joint venture with any other person,



 


without
NAB's prior written consent;


 


		(t)	(arm's
                                         length transactions) not enter into any transaction other than on arm’s length
                                         terms;



 


		(u)	(APAC
                                         Group debt) not release or waive any Financial Indebtedness owed by a member of the
                                         APAC Group other than Financial Indebtedness up to a maximum aggregate amount for all
                                         Obligors of $250,000;



 


		(v)	(constituent
                                         documents) not change its constituent documents without the prior written consent
                                         of NAB (such consent not to be unreasonably withheld unless the change could have a Material
                                         Adverse Effect);



 


		(w)	(Compliance
                                         and enforcement of Material Documents):



 


		(i)	comply
                                         with its obligations under each Material Document to which it is expressed to be a party
                                         in all material respects;



 


		(ii)	enforce
                                         each Material Document to which it is expressed to be a party and exercise its rights,
                                         authorities and discretions under those documents prudently and, while a Default is continuing,
                                         in accordance with the directions (if any) of NAB; and



 


		(iii)	use
                                         its best endeavours to keep the Material Documents valid and enforceable;



 


		(x)	(Variation
                                         of Material Documents) not:



 


		(i)	vary
                                         in any material respect;



 


		(ii)	avoid,
                                         discharge, rescind, release, surrender, terminate (other than by performance) or accept
                                         the repudiation of;



 


		(iii)	allow
                                         to expire (other than by effluxion of time);



 


		(iv)	do
                                         or permit anything which would entitle another party to do anything referred to in clause
                                         (ii) in relation to; or



 






    	© National Australia Bank Limited	34	 



     


    

 


		(v)	expressly
                                         or impliedly grant any material waiver, consent, time or indulgence under or in respect
                                         of,



 


a
Material Document;


 


		(y)	(Subsidiaries)
                                         except with the prior written consent of NAB, not acquire or permit to exist, a Subsidiary
                                         (other than a Subsidiary in existence as the date of this document disclosed to, and
                                         approved by NAB);



 


		(z)	(further
                                         assurances) promptly:



 


		(i)	do
                                         all such acts and execute all such documents as NAB may reasonably specify (and in such
                                         form as NAB may reasonably require) to:



 


		(A)	enable
                                         NAB to exercise its rights under or in connection with each Finance Document;



 


		(B)	bind
                                         each Obligor and any other person intended to be bound under a Finance Document;



 


		(C)	enable
                                         NAB to register any power of attorney or any similar power;



 


		(D)	perfect
                                         each Encumbrance created or intended to be created under the Security Documents or for
                                         the exercise of rights or remedies of NAB by or pursuant to any Finance Document or law;



 


		(E)	confer
                                         on NAB an Encumbrance over any right, property and asset of the Obligors intended to
                                         be conferred by or pursuant to the Security Documents;



 


		(F)	facilitate
                                         the realisation of assets, which are, or are intended to be subject of an Encumbrance;
                                         and



 


		(G)	demonstrate
                                         whether the Obligors are complying with each Finance Document to which they are expressed
                                         to be a party; and



 


		(ii)	take
                                         all action available to it as may be necessary for the purpose of creation, perfection,
                                         protection or maintenance of any Encumbrance conferred or intended to be conferred on
                                         NAB by or pursuant to any Finance Document; and



 


		(aa)	(other
                                         undertakings or conditions subsequent) comply with each other undertaking or condition
                                         subsequent set out, or as amended by any other provision, in this document.



 


		10.	Financial
                                         Covenants and Hedging



 


		10.1	Financial
                                         Covenants



 


Each
Borrower must comply with the financial covenants set out in the Schedule (if any) and in any other part of this document (if
any).


 


		10.2	Accounting
                                         Policy



 


		(a)	If,
                                         in the reasonable opinion of a Borrower or NAB, any changes to GAAP materially alter
                                         the effect of financial covenants referred to in clause 10.1 (Financial Covenants)
                                         or the related definitions, NAB will review the relevant covenants and definitions in
                                         consultation with the Borrower to determine whether any amendment is required to this
                                         document to take into account the change in GAAP so they have an effect comparable to
                                         that at the date of this document.



 






    	© National Australia Bank Limited	35	 



     


    

 


		(b)	The
                                         Borrower acknowledges that, notwithstanding clause (a), NAB may determine, in its discretion,
                                         that no amendment to this document is required despite the change in GAAP.



 


		10.3	Hedging



 


Each
Obligor must comply with the hedging requirements set out in the Schedule (if any) and in any other part of this document (if
any).


 


		11.	Events
                                         of Default



 


		11.1	Events
                                         and circumstances



 


Each
of the following events or circumstances is an Event of Default:


 


		(a)	(payment
                                         default) an Obligor fails to pay any Amount Owing when due and payable to NAB at
                                         the place and in the currency in which it is expressed to be payable unless NAB is satisfied
                                         that the sole reason for such failure to pay is caused by administrative or technical
                                         error in the banking system generally which is beyond the control of that Obligor and
                                         payment is made within 2 Business Days after its due date;



 


		(b)	(financial
                                         covenants and hedging) an Obligor breaches any of the requirements referred to in
                                         clause 10.1 (Financial Covenants) or clause 10.3 (Hedging);



 


		(c)	(other
                                         defaults – non-remediable) an Obligor fails to perform and observe any obligation
                                         under, or any condition of any waiver or consent by NAB in connection with, any Finance
                                         Document to which it is expressed to be a party (other than those referred to in any
                                         other paragraph of clause ‎11.1 (Events and circumstances)) and the failure
                                         is not capable of remedy in NAB’s opinion;



 


		(d)	(other
                                         defaults – remediable) an Obligor fails to perform and observe any obligation
                                         under, or any condition of any waiver or consent by NAB in connection with, any Finance
                                         Document to which it is expressed to be a party (other than those referred to in any
                                         other paragraph of clause ‎11.1 (Events and circumstances)) and that failure
                                         is capable of remedy but is not remedied within 5 Business Days of NAB giving a notice
                                         specifying the failure to the Obligor or that Obligor becoming aware of the failure to
                                         comply, whichever is the earlier;



 


		(e)	(representations
                                         and warranties) a representation or warranty made or deemed to be repeated by an
                                         Obligor to NAB in a Finance Document to which it is expressed to be a party or any other
                                         document or information delivered by or on behalf of any Obligor under or in connection
                                         with any Finance Document to which it is expressed to be a party is incorrect or misleading
                                         when made or deemed to be repeated;



 


		(f)	(cross
                                         default):



 


		(i)	any
                                         Financial Indebtedness of an Obligor is not paid when due or within any applicable grace
                                         period;



 


		(ii)	any
                                         Financial Indebtedness of an Obligor or any member of the APAC Group becomes due and
                                         payable or is capable of being declared due and payable prior to its specified maturity;
                                         or



 


		(iii)	any
                                         commitment for any Financial Indebtedness of an Obligor is cancelled or suspended by
                                         a creditor of an Obligor as a result of an event of default or change of control (however
                                         described);



 


		(g)	(Insolvency
                                         Event) an Insolvency Event occurs in relation to an Obligor;



 






    	© National Australia Bank Limited	36	 



     


    

 


		(h)	(enforcement
                                         proceedings) any expropriation, attachment, sequestration, distress or execution
                                         (or any analogous process in any jurisdiction) affects any asset of an Obligor having
                                         an aggregate value of at least the Threshold Amount and is not stayed or withdrawn within
                                         5 Business Days;



 


		(i)	(vitiation):



 


		(i)	a
                                         provision of a Finance Document is or becomes or is claimed by a party other than NAB
                                         to be wholly or partly invalid, void, voidable or unenforceable;



 


		(ii)	it
                                         becomes impossible for an Obligor to perform a material obligation under a Finance Document
                                         to which it is expressed to be a party; or



 


		(iii)	any
                                         party has a right to terminate due to breach or to rescind or avoid all or part of any
                                         Finance Document;



 


		(j)	(material
                                         adverse change) an event or series of events (whether or not related) occurs which,
                                         in NAB’s opinion, could have a Material Adverse Effect;



 


		(k)	(unlawfulness
                                         and invalidity) it is or becomes unlawful for an Obligor to perform any of its obligations
                                         under any Finance Document to which it is expressed to be a party, or any Finance Document
                                         ceases to be in full force and effect or is alleged to be ineffective;



 


		(l)	(repudiation)
                                         an Obligor repudiates any Finance Document to which it is expressed to be a party or
                                         evidences an intention to repudiate a Finance Document;



 


		(m)	not
                                         used;



 


		(n)	(cessation
                                         of business) any Obligor ceases or threatens to cease conducting its business, or
                                         a material part of it, or substantially changes the nature of its business, without NAB’s
                                         prior written consent;



 


		(o)	(investigation)
                                         a person is appointed under any law to investigate any part of the affairs of an Obligor
                                         or a member of the APAC Group and that investigation could have a Material Adverse Effect;



 


		(p)	(delisting,
                                         termination or suspension of listing) if any class of Marketable Securities of, or
                                         issued by, an Obligor is listed or quoted on any securities exchange (including the ASX),
                                         the listing or quotation of those Marketable Securities is removed from the official
                                         list of that securities exchange, is terminated or is suspended and remains suspended
                                         for a continuous period of 10 or more trading days;



 


		(q)	(fraud)
                                         NAB reasonably believes any Obligor has acted fraudulently;



 


		(r)	(status
                                         of Encumbrance):



 


		(i)	any
                                         Encumbrance over an asset of an Obligor is enforced or becomes capable of being enforced;



 


		(ii)	NAB
                                         loses the priority accorded to it under any Encumbrance created or intended to be created
                                         under a Security Document;



 


		(iii)	the
                                         value of any Encumbered Property materially decreases (as assessed by NAB);



 


		(iv)	any
                                         Agency compulsorily acquires all or a material part of any Encumbered Property, orders
                                         the sale or divesture of the Encumbered Property or takes any step for the purposes of
                                         doing, or proposes to do, any of those things; or



 






    	© National Australia Bank Limited	37	 



     


    

 


		(v)	any
                                         native title claim is made or is proposed to be made in respect of any Encumbered Property;



 


		(s)	(death
                                         or incapacity) in respect of any Obligor that is a natural person, the Obligor dies
                                         or is declared by a competent authority to be insane or mentally incapacitated;



 


		(t)	(statutory
                                         management) an Obligor is declared at risk pursuant to the Corporations (Investigation
                                         and Management) Act 1989 (NZ), or a statutory manager is appointed or a step is taken
                                         with a view to any such appointment in respect of it under that Act (including a recommendation
                                         by any person to the Financial Markets Authority supporting such an appointment); and



 


		(u)	(other)
                                         any other event of default (however described) set out, or as amended by any provision,
                                         in this document or in any other Finance Document occurs.



 


		11.2	Consequences
                                         of an Event of Default



 


		(a)	If
                                         an Event of Default occurs and is continuing then, notwithstanding any other provision
                                         of this document, NAB may do any one or more of the following:



 


		(i)	treat
                                         all or any part of the Amount Owing as immediately due and payable or declare it to be
                                         payable on demand in which case it will be due and payable immediately or on demand,
                                         as the case may be;



 


		(ii)	cancel
                                         the whole or any part of a Facility or cancel all or any part of any Facility Limit in
                                         which case the cancellation will take effect immediately;



 


		(iii)	take
                                         any other action that NAB is permitted to take upon the occurrence of an Event of Default:



 


		(A)	under
                                         any other Finance Document; and



 


		(B)	in
                                         respect of a Facility, as may be set out in the Specific Conditions or, if no Specific
                                         Conditions apply, the separate terms and conditions applying to that Facility; and



 


		(iv)	exercise
                                         its right to appoint consultants under clause 12 (Appointment of Consultants).



 


		(b)	If
                                         NAB gives notice to the Borrowers that it has done anything under clause (a), each Borrower
                                         must comply with that notice but otherwise must continue to perform its obligations under
                                         each Finance Document to which it is expressed to be a party as if the notice had not
                                         been given, subject to any contrary directions from NAB.



 


		(c)	The
                                         Borrowers must, upon receipt of a notice that, pursuant to clause (a)(i), any part of
                                         the Amount Owing is due and payable, immediately pay that part of the Amount Owing declared
                                         due and payable within the period specified in the notice or if no period is specified,
                                         immediately.



 


		12.	Appointment
                                         of Consultants



 


		(a)	If
                                         NAB forms the opinion in its absolute discretion that a Default has occurred or that
                                         circumstances exist which could lead to a Default occurring, NAB may, and at NAB’s
                                         request an Obligor must, engage such accountancy, financial management and other consultants
                                         as NAB may nominate to investigate and report to NAB on the financial condition and business
                                         affairs of any Obligor and whether each Obligor has complied with each Finance Document
                                         to which it is expressed to be a party and to make recommendations to NAB relating to
                                         the manner in which the Obligors carry on their business.



 






    	© National Australia Bank Limited	38	 



     


    

 


		(b)	Any
                                         engagement referred to in clause (a) (whether by NAB or an Obligor) will be at the Obligors’
                                         cost, and NAB may exercise its sole discretion to debit those costs from any account
                                         of an Obligor. The Obligor must pay to NAB immediately on demand any amount so debited.



 


		(c)	Each
                                         Obligor agrees to provide all assistance and information required by the consultants
                                         (including making all financial records available and giving access to all premises and
                                         records) to enable the consultants to conduct their examination promptly, completely
                                         and accurately.



 


		(d)	No
                                         Obligor is obliged to accept the recommendations of any consultant, and NAB will assume
                                         no liability with respect to any actions an Obligor takes, or does not take, as a result
                                         of those recommendations.



 


		13.	Change
                                         of Control



 


If:


 


		(a)	a
                                         person or group of persons acting in concert:



 


		(i)	become
                                         in a position to cast more than 50.1% of the maximum number of votes that might be cast
                                         at a general meeting of Hudson Parent; or



 


		(ii)	hold
                                         more than 50.1% of the issued share capital of Hudson Parent; or



 


		(b)	any
                                         Obligor ceases to be (whether directly or indirectly) a wholly owned Subsidiary of Hudson
                                         Parent,



 


the
Borrowers must promptly notify NAB upon becoming aware of that event and NAB may (in its absolute discretion):


 


		(c)	review
                                         pricing in respect of any Facility in accordance with clause 14 (Review); and/or
	 	 	 



		(d)	by
                                         giving written notice to the Borrowers:



 


		(i)	cancel
                                         the whole or any part of a Facility whereupon it will be immediately cancelled; and



 


		(ii)	declare
                                         that all or any part of the Amount Owing is due and payable on the date specified in
                                         NAB’s written notice whereupon it will be due and payable on the specified date.



 


		14.	Review



 


		14.1	Pricing
                                         Review Events



 


		(a)	NAB
                                         has the right to review the pricing applicable to a Facility (Pricing Review):



 


		(i)	at
                                         any time if NAB reasonably believes that there is a Default; or



 


		(ii)	as
                                         permitted under clause 13 (Change of Control).



 


		(b)	NAB
                                         may request a Borrower to provide information in connection with a Pricing Review and
                                         the Borrower must provide such information as soon as possible following receipt of the
                                         request.



 






    	© National Australia Bank Limited	39	 



     


    

 


		14.2	Consequences
                                         of a Pricing Review



 


		(a)	Following
                                         a Pricing Review, NAB may, by giving written notice (including by way of revised terms
                                         and conditions for any Facility or by way of a revised Fees Guide) to the Borrowers and/or
                                         by way of publication on NAB’s website and/or advertisement in the local or national
                                         press:



 


		(i)	introduce
                                         a new fee, charge or premium or change an existing fee, charge or premium (including
                                         its amount, the way in which it is calculated and when it is charged); and



 


		(ii)	change
                                         the interest rate or yield rate applicable to a Facility including by changing or introducing
                                         a margin (including by making the margin positive or negative), or substituting a different
                                         indicator rate for the relevant indicator rate (except where the rate is a fixed rate).



 


		(b)	Where
                                         NAB gives the Borrowers notice under clause (a) by way of advertisement in the local
                                         or national press or by way of publication on NAB’s website, NAB will also endeavour
                                         to directly notify the Borrowers of the change although NAB will not be precluded from
                                         charging the new or adjusted pricing if it does not directly notify the Borrowers.



 


		(c)	An
                                         introduction or change of a matter specified in clause (a) takes effect on:



 


		(i)	the
                                         date specified in the relevant notice to the Borrowers; and/or



 


		(ii)	on
                                         the date specified in the relevant advertisement in the local or national press or in
                                         the publication on NAB’s website.



 


		14.3	Pricing
                                         Review Fee



 


		(a)	A
                                         review fee is payable to NAB immediately upon demand in respect of each Pricing Review
                                         in the amount set out in the relevant Details.



 


		(b)	NAB
                                         may exercise its sole discretion to debit the review fee from any account of a Borrower.
                                         The Borrower must pay to NAB immediately on demand any amount so debited.



 


		14.4	Review
                                         Event



 


Each
Borrower must promptly notify NAB after it becomes aware that a Review Event has occurred.


 


		14.5	Review
                                         Event Consequences



 


		(a)	Following
                                         the occurrence of a Review Event, the Obligors and NAB must enter into negotiations for
                                         a period of not less than the Negotiation Period, with a view to agreeing terms on which
                                         NAB would be prepared to offer to provide, fund or maintain all or any of the Facilities.



 


		(b)	If
                                         agreement is reached, the Obligors must do all acts and execute all documents as NAB
                                         requires to document, or to protect, preserve or secure NAB’s rights and interests
                                         under, such agreement.



 


		(c)	If
                                         agreement is not reached within the Negotiation Period or if (in the opinion of NAB)
                                         any of the Obligors does not do all acts and execute all documents as NAB requires to
                                         document, or to protect, preserve or secure for NAB’s rights and interests under,
                                         any agreement, NAB may by giving written notice to the Borrowers:



 






    	© National Australia Bank Limited	40	 



     


    

 


		(i)	cancel
                                         the whole or any part of a Facility whereupon it will be immediately cancelled; and



 


		(ii)	declare
                                         that all or any part of the Amount Owing is due and payable whereupon it will be due
                                         and payable within the Mandatory Prepayment Period.



 


		(d)	If
                                         the Borrowers fail to prepay all amounts payable under clause (c) within the Mandatory
                                         Prepayment Period, that failure will constitute an Event of Default and NAB may exercise
                                         any of its rights set out in clause 11.2 (Consequences of an Event of Default)



 


		15.	Open
                                         Treasury Transactions



 


If
any Facility is terminated or cancelled in full or in part or if any part of the Balance Owing in respect of any Facility is permanently
prepaid or repaid or if any part of the Balance Owing in respect of any Facility becomes repayable before its stated maturity
date for any reason and if at that time there are any treasury related transactions in existence between NAB and any Borrower
(Open Positions) then:


 


		(a)	NAB
                                         may close out the Open Positions, by entering into opposite positions for the balance
                                         of the unexpired term, or by such other means as may be usual in the relevant market,
                                         and any such close out must be at market rates prevailing at the time;



 


		(b)	any
                                         Costs incurred by NAB in closing out Open Positions under clause (a) must be paid by
                                         the relevant Borrower to NAB immediately upon demand by NAB;



 


		(c)	any
                                         gain derived by NAB in closing out Open Positions under clause (a) will be credited to
                                         the relevant Borrower and set off against the Amount Owing by the relevant Borrower;
                                         and



 


		(d)	NAB
                                         will give the relevant Borrower reasonable particulars of the manner of close out of
                                         the Open Positions and the basis of calculation of any amounts payable by or to the relevant
                                         Borrower arising from that close out.



 


		16.	Costs
                                         and Taxes



 


		16.1	Bank’s
                                         Costs



 


Each
Borrower must pay to NAB immediately upon demand all Costs and Taxes of any nature incurred by NAB in connection with:


 


		(a)	the
                                         negotiation, preparation, execution, delivery, stamping, registration, completion, amendment,
                                         release and discharge of each Finance Document or the provision of any Drawing (whether
                                         payable directly or otherwise paid by NAB and regardless of the date on which it is due,
                                         payable and/or paid);



 


		(b)	preparing,
                                         registering and maintaining any financing statement or financing change statement (each
                                         as defined in the PPSA or the NZ PPSA, as the context requires) in relation to a Security
                                         Document, or taking any other action that in NAB’s opinion is necessary under clause
                                         1.6;



 


		(c)	the
                                         consideration and grant of any request for consent, approval or waiver by NAB under any
                                         Finance Document regardless of whether or not NAB gives the consent, approval or waiver
                                         sought;



 


		(d)	the
                                         preservation, exercise, enforcement or waiver of any power, right or remedy under any
                                         Finance Document, taking (or considering, preparing or attempting to take) any action
                                         in connection with any Finance Document or in connection with anything referred to in
                                         clause 23.1(d); and



 






    	© National Australia Bank Limited	41	 



     


    

 


		(e)	any
                                         enquiry from an Agency involving an Obligor,



 


including:


 


		(f)	all
                                         Costs and Taxes of any nature incurred in connection with the remuneration of any administrator
                                         or Controller or similar persons appointed by NAB or anything done by any such persons
                                         appointed; and
	 	 	 



		(g)	any
                                         administration costs of NAB in relation to the matters described in clause (c).



 


		16.2	Obligors’
                                         Costs



 


Without
prejudice to clauses 12(b) and 14.3(b), each Obligor will be responsible for all of its own costs and expenses in connection with
the Finance Documents and the transactions contemplated by those documents.


 


		17.	Fees



 


		(a)	The
                                         Borrowers must pay to NAB the fees specified in the Schedule, at the times specified
                                         in the Schedule.



 


		(b)	In
                                         addition to the fees set out in the Schedule, the Borrowers must pay to NAB the other
                                         fees specified in the Details, the Specific Conditions (or, if none, the separate terms
                                         and conditions applying to a Facility) and the Fees Guide, in the manner and at the times
                                         specified in those documents.



 


		(c)	If
                                         a Balance Owing exceeds the relevant Facility Limit for any reason (even where NAB has
                                         approved the excess), fees may apply as detailed in the relevant Fees Guide.



 


		(d)	Unless
                                         otherwise agreed, fees are not charged on a pro-rata basis and, once incurred, charged
                                         or paid (as the case may be) are non-refundable in whole or in part.



 


		(e)	Fees
                                         that are payable when an event occurs may be debited when, or after, that event occurs
                                         and periodic fees (such as Service Fees) may be debited at any time during, or after,
                                         the period to which they relate.



 


		18.	Payments



 


		(a)	Subject
                                         to the Specific Conditions or, if no Specific Conditions apply, the separate terms and
                                         conditions applying to a Facility, all payments due by a Borrower to NAB must be made
                                         on the due date (or if no due date is specified, then on demand by NAB) unless such payment
                                         is due on a day that is not a Business Day in which case payment must be made on the
                                         next Business Day.



 


		(b)	All
                                         payments must be made in immediately available cleared funds and without set-off or counter-claim,
                                         and be free and clear of any deduction or withholding, unless required by law. 



 


		(c)	If
                                         a deduction or withholding is required by law, the relevant Borrower must:



 


		(i)	make
                                         that deduction and/or withholding, pay such amount in full to the appropriate Agency
                                         and deliver to NAB a copy of the receipt for the payment; and



 


		(ii)	increase
                                         its payment to NAB to an amount which will result in NAB receiving (after the deduction
                                         or withholding) the full amount which it would have received if no deduction or withholding
                                         had been required.



 


		(d)	All
                                         payments are payable in Dollars unless otherwise stated.



 






    	© National Australia Bank Limited	42	 



     


    

 


		(e)	If
                                         NAB receives or recovers an amount in a currency other than that in which it is due:



 


		(i)	NAB
                                         may convert the amount received or recovered into the due currency (and if necessary
                                         convert through other currencies) on such day and at such rates as NAB considers appropriate.
                                         NAB may deduct from the amount it receives or recovers its usual costs in connection
                                         with the conversion; and



 


		(ii)	the
                                         Borrower satisfies its obligation to pay only to the extent of the amount of the due
                                         currency obtained from the conversion after deducting conversion costs.



 


		(f)	If
                                         NAB is debiting an amount from an account held by a Borrower, and that amount is in a
                                         currency other than that of the account, NAB may:



 


		(i)	convert
                                         the amount to be debited into the currency of the relevant account (and if necessary
                                         convert through other currencies) on such day and at such rates as NAB considers appropriate;
                                         and



 


		(ii)	debit
                                         from that account the amount so converted, plus the costs of conversion.



 


The
Borrower satisfies its obligation to pay only to the extent of the amount of the due currency obtained from the conversation after
deducting conversion costs.


 


		(g)	For
                                         the purposes of making payments under this document, a day ends at 4 p.m. in the Governing
                                         Law Jurisdiction.



 


		19.	GST



 


		(a)	Unless
                                         otherwise specified, all amounts referred to in a Finance Document are exclusive of GST.
                                          



 


		(b)	If
                                         GST is or will be imposed on any Supply made by NAB under or in connection with a Finance
                                         Document to a Recipient, where any amount or consideration (consideration) payable
                                         or to be provided by the Recipient under the Finance Document in relation to that Supply
                                         is exclusive of GST (GST-exclusive consideration), NAB may:



 


		(i)	increase
                                         the consideration payable by an additional amount on account of GST; or



 


		(ii)	otherwise
                                         recover from the Recipient an additional amount on account of GST.



 


		(c)	The
                                         additional amount on account of GST is to be calculated by multiplying the GST-exclusive
                                         consideration for the relevant Taxable Supply by the GST rate prevailing at the time
                                         of the Taxable Supply. 



 


		(d)	NAB
                                         will issue the Recipient with a Tax Invoice prior to seeking payment for the relevant
                                         Supply.



 


		(e)	Each
                                         Recipient indemnifies NAB against any loss or Costs incurred by NAB as a result of or
                                         in connection with NAB not receiving any additional amount on account of GST.



 


		20.	Increased
                                         Costs
	 	 	 



		(a)	Subject
                                         to clause (c), each Borrower must, immediately upon demand, pay for the amount of any
                                         Increased Costs incurred by NAB or any of its Affiliates as a result of:



 


		(i)	the
                                         introduction of or any change in (or in the interpretation or application of) any law;
                                         or



 






    	© National Australia Bank Limited	43	 



     


    

 


		(ii)	compliance
                                         with any law,



 


made
after the date of this document including any law with regard to capital adequacy, prudential limits, liquidity, reserve assets,
banking or monetary controls or Tax.


 


		(b)	In
                                         this document, Increased Costs means:



 


		(i)	a
                                         reduction in the rate of return from any Facility or on the overall capital (including
                                         as a result of any reduction in the rate of return on capital as more capital is required
                                         to be allocated) of NAB or any of its Affiliates;



 


		(ii)	an
                                         additional or increased cost to NAB or any of its Affiliates of providing, funding or
                                         maintaining a Facility; or



 


		(iii)	a
                                         reduction of any amount due and payable under any Finance Document,



 


which
is incurred or suffered by NAB or any of its Affiliates to the extent attributable to NAB or any of its Affiliates funding or
performing its obligations under any Finance Document.


 


		(c)	Clause
                                         (a) does not apply to the extent any Increased Costs are compensated by the relevant
                                         Borrower under clause 18(c).



 


		21.	Economic
                                         Costs



 


		(a)	If
                                         an Economic Event occurs in relation to a Facility, NAB will determine the amount of
                                         Economic Costs incurred or suffered and will notify the relevant Borrower accordingly.



 


		(b)	Each
                                         Borrower, in respect of a Facility, must immediately pay to NAB all Economic Costs notified
                                         by NAB to the Borrower for payment.



 


		22.	Currency
                                         indemnity



 


		22.1	Payments



 


Each
Borrower indemnifies NAB against any Costs incurred by NAB as a result of a failure by an Obligor to pay any amount due under
a Finance Document on its due date in accordance with the terms of that Finance Document or in the relevant currency.


 


		22.2	Judgments
                                         and orders



 


		(a)	Clause
                                         (b) applies if a judgment or order is given by any court or tribunal for the payment
                                         of any Amount Owing to NAB under a Facility, or for the payment of damages to NAB in
                                         respect of any breach of the terms of a Facility, where that judgment or order is expressed
                                         in a currency (the Judgment Currency) which is different from the currency expressed
                                         to be payable under this document in relation to the Facility (the Relevant Foreign
                                         Currency).



 


		(b)	Each
                                         Borrower indemnifies NAB against any deficiency in the amounts received by NAB arising
                                         or resulting from any variation between:



 


		(i)	the
                                         rate of exchange at which the Relevant Foreign Currency is converted into the Judgment
                                         Currency (whether through other currencies or not) for the purpose of the judgment or
                                         order; and



 


		(ii)	the
                                         rate of exchange at which NAB is able to purchase the Relevant Foreign Currency with
                                         the Judgment Currency (whether through other currencies or not) at the time of its receipt
                                         by NAB.



 






    	© National Australia Bank Limited	44	 



     


    

 


		23.	Other
                                         Indemnities



 


		23.1	Indemnity
                                         for Costs and Taxes



 


Each
Borrower indemnifies NAB against any Costs and Taxes incurred or suffered by NAB as a result of:


 


		(a)	NAB
                                         investigating any event or circumstance which it reasonably believes is a Default, a
                                         Review Event or a Change of Control;



 


		(b)	the
                                         occurrence of any Default, Review Event or Change of Control;



 


		(c)	information
                                         produced or approved by or on behalf of an Obligor or any other member of the APAC Group
                                         under or in connection with any Finance Document or the transactions contemplated by
                                         any Finance Document being or being alleged to be misleading or deceptive in any respect;



 


		(d)	any
                                         enquiry, investigation, subpoena (or similar order) or litigation with respect to any
                                         Obligor or with respect to the transactions contemplated under any Finance Document;



 


		(e)	NAB
                                         acting or relying on any notice, request or instruction (whether in electronic form or
                                         otherwise) which it reasonably believes to be genuine, correct and appropriately authorised;



 


		(f)	any
                                         indemnity NAB gives a Controller or administrator of any Obligor; and



 


		(g)	NAB
                                         terminating, reversing or varying any agreement, arrangement or transaction entered into
                                         to hedge, fix or limit its effective cost of providing, funding or maintaining a Facility.



 


		23.2	BNZ
                                         Indemnity



 


As
an independent and principal obligation, each Borrower indemnifies NAB against any loss or liability sustained by it or on its
behalf, directly or indirectly, under the BNZ Indemnity.


 


		24.	Set-Off



 


		(a)	NAB
                                         may, at any time without any demand or notice, combine, consolidate or merge all or any
                                         accounts of a Borrower or a Guarantor and may also set off the whole or any part of the
                                         Amount Owing against any credit balance in those accounts.
	 	 	 



		(b)	Each
                                         Borrower and each Guarantor irrevocably authorises NAB to do anything necessary for the
                                         purpose set out in clause (a) including redeeming and/or appropriating all or any part
                                         of any account, deposit or other arrangement between NAB and that Borrower or Guarantor
                                         under which NAB may be indebted to that Borrower or Guarantor, even if the balance on
                                         any such account and the Amount Owing are not expressed in the same currencies. 
	 	 	 



		(c)	NAB
                                         may make any currency conversion it considers necessary or desirable for the purpose
                                         set out in clause (a) and clauses 18(e) and 18(f) will apply in relation to any such
                                         conversion.



 


		25.	Liability
                                         for Regulatory Events



 


		(a)	Each
                                         Obligor acknowledges that the Services may be interrupted, prevented, delayed or otherwise
                                         adversely affected by a Regulatory Event.



 


		(b)	To
                                         the extent permitted by law:



 






    	© National Australia Bank Limited	45	 



     


    

 


		(i)	NAB
                                         is not liable for any loss or expense suffered or incurred by an Obligor or any other
                                         person if an event described in clause (a) occurs, irrespective of the nature or cause
                                         of that loss, and NAB has no obligation to contest any Regulatory Event or to mitigate
                                         its impact on an Obligor or NAB; and



 


		(ii)	each
                                         Obligor releases NAB from all liability in connection with any loss incurred by an Obligor
                                         or any other person if an event described in clause (a) occurs.



 


		(c)	To
                                         the extent that NAB’s liability cannot be excluded, NAB’s liability is limited
                                         to the cost of having the Service supplied again.



 


		(d)	NAB
                                         may use and disclose to any other financial institution or Agency, any information about
                                         any Obligor, or any Affiliate of any Obligor, or the Facilities or the Services, for
                                         any purpose which NAB, or any other financial institution, considers appropriate or necessary
                                         in connection with any Regulatory Event or the Facilities or the Services and this may
                                         result in information being transmitted overseas.



 


		(e)	Each
                                         Obligor agrees to provide information to NAB about it, the Facilities, the Services or
                                         any person connected with it or the Facilities or the Services on request, and to promptly
                                         procure any consents NAB requires to give effect to clause (d).



 


		26.	GUARANTEE
                                         AND INDEMNITY



 


		26.1	Guarantee
                                         and indemnity



 


Each
Guarantor irrevocably and unconditionally jointly and severally:


 


		(a)	guarantees
                                         to NAB punctual performance by each Obligor of all that Obligor's obligations under the
                                         Finance Documents;



 


		(b)	undertakes
                                         with NAB that whenever an Obligor does not pay any amount when due under or in connection
                                         with any Finance Document (or anything which would have been due if the Finance Document
                                         or the amount was enforceable, valid and not illegal), that Guarantor shall immediately
                                         on demand pay that amount as if it was the principal obligor; and



 


		(c)	indemnifies
                                         NAB immediately on demand against any cost, loss or liability suffered by NAB if any
                                         obligation guaranteed by it (or anything which would have been an obligation guaranteed
                                         by it if not unenforceable, invalid or illegal) is or becomes unenforceable, invalid
                                         or illegal. The amount of the cost, loss or liability shall be equal to the amount which
                                         NAB would otherwise have been entitled to recover.



 


Each
of paragraphs (a), (b) and (c) is a separate obligation. None is limited by reference to the other.


 


		26.2	Continuing
                                         guarantee



 


This
guarantee, undertaking and indemnity is a continuing guarantee, undertaking and indemnity and will extend to the ultimate balance
of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in
part.


 


		26.3	Reinstatement



 


If
any payment to or any discharge, release or arrangement given or entered into by NAB (whether in respect of the obligations of
any Obligor or any security for those obligations or otherwise) is avoided or reduced for any reason (including as a result of
insolvency, breach of fiduciary or statutory duties or any similar event):


 






    	© National Australia Bank Limited	46	 



     


    




 





		(a)	the
                                         liability of each Obligor shall continue and any such security shall be reinstated as
                                         if the payment, discharge, avoidance or reduction had not occurred; and



 


		(b)	NAB
                                         is entitled to recover the value or amount of that security or payment from each Obligor
                                         as if the payment, discharge, avoidance or reduction had not occurred.



 


		26.4	Waiver
                                         of defences



 


The
obligations of each Guarantor under this clause will not be affected by an act, omission, matter or thing which, but for this
clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known
to it or NAB) including:


 


		(a)	any
                                         time, waiver or other concession or consent granted to, or composition with, any Obligor
                                         or other person;



 


		(b)	the
                                         release or resignation of any other Obligor or any other person;



 


		(c)	any
                                         composition or arrangement with any creditor of any Obligor or other person;



 


		(d)	the
                                         taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
                                         to perfect, execute, take up or enforce, any rights against, or security over assets
                                         of, any Obligor or other person or any non-presentation or non-observance of any formality
                                         or other requirement in respect of any instrument or any failure to realise the full
                                         value of any security;



 


		(e)	any
                                         incapacity or lack of power, authority or legal personality of or dissolution or change
                                         in the members or status of an Obligor or any other person;



 


		(f)	any
                                         amendment, novation, supplement, extension, reinstatement or replacement of a Finance
                                         Document or any other document or security (however fundamental and whether or not more
                                         onerous) including any change in the purpose of, any extension of or any increase in
                                         any facility or the addition of any new facility under any Finance Document;



 


		(g)	any
                                         unenforceability, illegality or invalidity of any obligation of any person under any
                                         Finance Document or any other document or security;



 


		(h)	any
                                         set off, combination of accounts or counterclaim;



 


		(i)	any
                                         insolvency or similar proceedings; or



 


		(j)	this
                                         document or any other Finance Document not being executed by or binding against any other
                                         Obligor or any other party.



 


References
in clause 26.1 to obligations of an Obligor or amounts due will include what would have been obligations or amounts due but for
any of the above, as well as obligations and amounts due which result from any of the above.


 


		26.5	Immediate
                                         recourse



 


Each
Guarantor waives any right it may have of first requiring NAB to proceed against or enforce any other rights or security or claim
payment from any person before claiming from that Guarantor under this clause. This waiver applies irrespective of any law or
any provision of a Finance Document to the contrary.


 


		26.6	Appropriations



 


Until
all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably
paid in full, NAB may:


 






    	© National Australia Bank Limited	47	 



     


    

 


		(a)	refrain
                                         from applying or enforcing any other moneys, security or rights held or received or recovered
                                         (by set-off or otherwise) by NAB (or any trustee or agent on its behalf) in respect of
                                         those amounts, or appropriate apply and enforce the same in such manner and order as
                                         it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled
                                         to the benefit of the same; and
	 	 	 



		(b)	without
                                         limiting paragraph (a), refrain from applying any moneys received or recovered (by set-off
                                         or otherwise) from any Guarantor on account of any Guarantor's liability under this clause
                                         in discharge of that liability, and claim or prove against anyone in respect of the full
                                         amount owing by the Obligors.



 


		26.7	Deferral
                                         of Guarantors' rights



 


Until
all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably
paid in full and unless NAB otherwise directs, no Guarantor will:


 


		(a)	exercise
                                         any rights which it may have by reason of performance by it of its obligations under
                                         the Finance Documents:



 


		(i)	to
                                         be indemnified by an Obligor;



 


		(ii)	to
                                         claim any contribution from any other guarantor of or provider of security for any Obligor's
                                         obligations under the Finance Documents;



 


		(iii)	to
                                         take the benefit (in whole or in part and whether by way of subrogation or otherwise)
                                         of any rights of NAB under the Finance Documents or of any other guarantee or security
                                         taken pursuant to, or in connection with, the Finance Documents by NAB;



 


		(iv)	to
                                         bring legal or other proceedings for an order requiring any Obligor to make any payment,
                                         or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking
                                         or indemnity under clause 26.1; or



 


		(v)	to
                                         exercise any right of set off against any Obligor;



 


		(b)	in
                                         any form of administration of an Obligor (including liquidation, winding up, bankruptcy,
                                         voluntary administration, dissolution or receivership or any analogous process) prove
                                         for or claim, or exercise any vote or other rights in respect of, any indebtedness of
                                         any nature owed to it by the Obligor.



 


		26.8	Trust



 


If,
in any form of administration of an Obligor (including liquidation, winding up, bankruptcy, voluntary administration, dissolution
or receivership or any analogous process), a Guarantor receives any sum in respect of any indebtedness of any nature owed to it
by the Obligor, it will hold on trust for NAB so much of that sum as does not exceed the amount which may be or become payable
to NAB under or in connection with the Finance Documents. It will promptly pay it to NAB.


 


		26.9	Additional
                                         security



 


This
guarantee, undertaking and indemnity is in addition to and is not in any way prejudiced by any other guarantee, undertaking and
indemnity or security now or subsequently held by NAB.


 






    	© National Australia Bank Limited	48	 



     


    

 


		27.	Power
                                         of Attorney



 


		(a)	Each
                                         Obligor (for consideration received) irrevocably appoints NAB and each authorised officer
                                         or Controller appointed by NAB (each an Attorney) severally as its attorney for
                                         the purposes set out in clause (b).



 


		(b)	In
                                         addition to doing anything which in the reasonable opinion of an Attorney is necessary
                                         or expedient for securing or perfecting this document and any Encumbrance created under
                                         a Security Document at any time, the Attorney may, after the occurrence of an Event of
                                         Default, do any of the following:



 


		(i)	execute
                                         and deliver all documents: and



 


		(ii)	do
                                         all things,



 


which
are necessary or desirable to give effect to each Finance Document or a transaction contemplated by a Finance Document.


 


		(c)	The
                                         Attorney may for the purposes of clause (b), appoint or remove any substitute or delegate
                                         or sub-attorney.



 


		(d)	Each
                                         Obligor agrees to ratify anything done by its Attorney for the purposes of clause (b).



 


		28.	Assignment
                                         and Changes to the Obligors



 


		28.1	Assignments
                                         and transfers by NAB



 


		(a)	NAB
                                         may assign any of its rights or novate, sub-participate, sell-down or transfer by whatever
                                         form or otherwise deal with any or all of its rights and obligations under any Finance
                                         Document without the consent of, or notice to, any Obligor.



 


		(b)	If
                                         an Event of Default occurs then, NAB may (but is not obliged to), from time to time,
                                         separate and sever any of its rights (or any part of any of its rights) described in
                                         a notice given by NAB to the Obligors from its other rights and obligations under any
                                         Finance Document. Any such notice is effective from the time of delivery so that:



 


		(i)	the
                                         rights and obligations described in the notice are independent from, and may be assigned
                                         (including at law), novated, sub-participated, sold-down, transferred or otherwise dealt
                                         with separately from, any other rights and obligations of NAB under that Finance Document;



 


		(ii)	the
                                         rights and obligations described in the notice may be exercised differently from any
                                         other rights and obligations of NAB under that Finance Document; and



 


		(iii)	the
                                         Amount Owing in respect of those rights may be calculated separately from the other Amount
                                         Owing.



 


		28.2	Assignments
                                         and transfers by Obligors



 


No
Obligor may assign its rights or novate its obligations or otherwise deal with its rights and obligations under any Finance Document
without NAB’s prior written consent.


 


		28.3	Additional
                                         Borrowers



 


		(a)	A
                                         Borrower may request that any of its wholly-owned Subsidiaries becomes an Additional
                                         Borrower. That Subsidiary may become an Additional Borrower only if:



 


		(i)	NAB
                                         approves the addition of that Subsidiary;



 






    	© National Australia Bank Limited	49	 



     


    

 


		(ii)	the
                                         Borrower delivers to NAB an Accession Letter, duly completed and executed by the Borrower
                                         and the Subsidiary, whereby the Subsidiary accedes as both an Additional Borrower and
                                         (unless the Subsidiary is already a Guarantor) an Additional Guarantor;



 


		(iii)	the
                                         Borrower confirms that no Default is continuing or would occur as a result of that Subsidiary
                                         becoming an Additional Borrower; and



 


		(iv)	NAB
                                         has received all of the documents and other evidence listed in Annexure 6 (Conditions
                                         precedent required to be delivered by an Additional Obligor) in relation to that Additional
                                         Borrower, each in form and substance satisfactory to NAB.



 


		(b)	If
                                         NAB accepts and executes the Accession Letter and notifies the Borrower, the Subsidiary
                                         becomes an Additional Borrower with effect on and from the date specified in the Accession
                                         Letter and is bound by the terms of this document.



 


		28.4	Additional
                                         Guarantors



 


		(a)	A
                                         Borrower may request that any of its wholly-owned Subsidiaries becomes an Additional
                                         Guarantor. That Subsidiary may become an Additional Guarantor only if:



 


		(i)	NAB
                                         approves the addition of that Subsidiary;



 


		(ii)	the
                                         Borrower delivers to NAB a duly completed and executed Accession Letter executed as a
                                         deed by the Borrower and the Subsidiary whereby the Subsidiary accedes as an Additional
                                         Guarantor; and



 


		(iii)	NAB
                                         has received all of the documents and other evidence listed in Annexure 6 (Conditions
                                         precedent required to be delivered by an Additional Obligor) in relation to that Additional
                                         Guarantor, each in form and substance satisfactory to NAB.



 


		(b)	If
                                         NAB accepts and executes the Accession Letter and notifies the Borrower, the Subsidiary
                                         becomes an Additional Guarantor with effect on and from the date specified in the Accession
                                         Letter and is bound by the terms of this document.



 


		28.5	Additional
                                         Personal Guarantors



 


		(a)	A
                                         Borrower may request that a person becomes an Additional Personal Guarantor. That person
                                         shall become an Additional Personal Guarantor if:



 


		(i)	NAB
                                         approves the addition of that person;



 


		(ii)	the
                                         Borrower delivers to NAB a duly completed and executed Accession Letter executed as a
                                         deed by the Borrower and the person whereby the person accedes as an Additional Personal
                                         Guarantor; and



 


		(iii)	NAB
                                         has received all of the documents and other evidence listed Annexure 6 (Conditions precedent
                                         required to be delivered by an Additional Obligor) in relation to that Additional Personal
                                         Guarantor, each in form and substance satisfactory to NAB.



 


		(b)	If
                                         NAB accepts and executes the Accession Letter and notifies the Borrower, the person becomes
                                         an Additional Personal Guarantor with effect on and from the date specified in the Accession
                                         Letter and is bound by the terms of this document.



 






    	© National Australia Bank Limited	50	 



     


    

 


		28.6	Resignation
                                         of a Guarantor



 


		(a)	A
                                         Borrower may request that a Guarantor ceases to be a Guarantor by delivering to NAB a
                                         duly completed and executed Resignation Letter.



 


		(b)	If
                                         NAB (in its absolute discretion) accepts and executes the Resignation Letter and notifies
                                         the Borrower of its acceptance of the Resignation Letter, the Guarantor shall cease to
                                         be a Guarantor with effect on and from the date specified in the Resignation Letter and
                                         shall have no further rights or obligations as a Guarantor under the Finance Documents.



 


		28.7	Resignation
                                         of a Personal Guarantor



 


		(a)	A
                                         Borrower may request that a Personal Guarantor ceases to be a Personal Guarantor by delivering
                                         to NAB a duly completed and executed Resignation Letter.



 


		(b)	If
                                         NAB (in its absolute discretion) accepts and executes the Resignation Letter and notifies
                                         the Borrower of its acceptance of the Resignation Letter, the Personal Guarantor shall
                                         cease to be a Personal Guarantor with effect on and from the date specified in the Resignation
                                         Letter and shall have no further rights or obligations as a Personal Guarantor under
                                         the Finance Documents.



 


		28.8	Repetition
                                         of representations



 


Delivery
of an Accession Letter constitutes confirmation by the proposed Additional Obligor that the representations and warranties in
this document are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances
then existing.


 


		28.9	Accession
                                         Letters and Resignation Letters



 


For
each Accession Letter or Resignation Letter, each Obligor for valuable consideration irrevocably appoints each Borrower to execute
the Accession Letter or Resignation Letter on its behalf.


 


		29.	Confidentiality



 


		(a)	Each
                                         party agrees that no party will disclose to an Interested Person, or any other person
                                         at the request of an Interested Person, any information of the kind described in section
                                         275(1) of the PPSA or 177 of the NZ PPSA unless allowed or required by law.



 


		(b)	Each
                                         Obligor agrees that it will not authorise the disclosure of any information of the kind
                                         described in section 275(1) of the PPSA or 177 of the NZ PPSA.



 


		(c)	Each
                                         party agrees not to disclose information provided by the other party (including the existence
                                         or contents of this document) except:



 


		(i)	to
                                         officers, employees, legal and other advisers and auditors of an Obligor, NAB or a Receiver;



 


		(ii)	with
                                         the consent of the other party (who must not unreasonably withhold their consent);



 


		(iii)	if
                                         required by any stock exchange or if allowed or required by law;



 


		(iv)	by
                                         NAB under clause 25 (Liability for Regulatory Events) or in relation the exercise
                                         of its rights under clause 28.1(a) (Assignments and transfers by NAB);



 


		(v)	by
                                         NAB to any Related Entity of NAB or an Obligor;



 






    	© National Australia Bank Limited	51	 



     


    

 


		(vi)	by
                                         NAB to any assignee of NAB’s rights under this document or any other arrangement
                                         (including a request, bill of exchange, agreement guarantee or an Encumbrance) by or
                                         with the Obligor under which obligations are or could in the future be owed to NAB;



 


		(vii)	by
                                         NAB to any person in connection with NAB exercising rights or dealing with rights or
                                         obligations (including preparatory steps such as negotiating with any potential assignee
                                         of NAB’s rights or other person who is considering contracting with NAB or a Receiver
                                         in connection with this document);



 


		(viii)	by
                                         NAB for the purpose of registering and maintaining any financing statement or financing
                                         change statement (each as defined in the PPSA or the NZ PPSA, as the context requires)
                                         relating to NAB’s Security Documents; or



 


		(ix)	by
                                         NAB to any Obligor or person NAB believes may become an Obligor, provided that the prohibition
                                         under clause (a) or (b) is absolute and therefore none of the exceptions in this clause
                                         (c) apply to a disclosure under clause (a) or (b).



 


		(d)	NAB
                                         agrees that each Borrower is providing its signed copy of this document on the condition
                                         that NAB complies with its obligations of confidentiality under clauses (a) and (c) above.



 


		30.	Communications
                                         and Notices



 


		(a)	Any
                                         communication or notice including any request, demand, certificate, consent or approval
                                         made under or in connection with any Finance Document must be made in legible writing
                                         in English and, unless otherwise stated, may be made by fax or letter or, in the case
                                         of any communication or notices to a Obligor, may be sent electronically to the email
                                         address for the Obligor specified in the Schedule.



 


		(b)	The
                                         address, email address, fax number and the department or officer for whose attention
                                         the communication is to be marked is that identified in the Schedule or any substitute
                                         address, email address, fax number or department or officer as an Obligor may notify
                                         to NAB (or NAB may notify to the Obligors, if a change is made by NAB) by not less than
                                         5 Business Days’ prior written notice.



 


		(c)	Unless
                                         a later time is specified in the communication, a communication will take effect from
                                         the earlier of:



 


		(i)	the
                                         time it is actually received; and



 


		(ii)	except
                                         in the case of a communication to NAB, the time it is deemed to be received under clause
                                         (d).



 


		(d)	Subject
                                         to clause (e), any communication will be deemed to be received:



 


		(i)	if
                                         left at the recipient’s address, at the time left at the relevant address;



 


		(ii)	if
                                         by way of fax, at the time shown in the transmission report as the time that the whole
                                         fax was sent to the relevant fax number or, if sent electronically to a Borrower to an
                                         email address, at the time it was sent;



 


		(iii)	if
                                         by way of post, 3 Business Days (or 7 Business Days if sent overseas) after being posted;
                                         or



 


		(iv)	if
                                         a notice is given by publishing it, at the time the notice is first published,



 






    	© National Australia Bank Limited	52	 



     


    

 


unless
delivery or receipt is on a day which is not a Business Day or is after 4:00 p.m. (addressee’s time) in which case it will
be deemed to be received at 9:00 a.m. on the following Business Day.


 


		(e)	Each
                                         communication to NAB must be addressed to the department or officer of NAB specified
                                         in accordance with (b).



 


		(f)	Written
                                         communications from an Obligor which is a company must be signed by a director or another
                                         Authorised Officer.



 


		(g)	NAB
                                         may rely on any notice from an Obligor, or on any notice that NAB believes in good faith
                                         is from an Obligor.



 


		31.	Accounts
                                         and Certificates



 


		(a)	In
                                         any litigation, arbitration proceedings or other dispute resolution process arising out
                                         of or in connection with a Finance Document, the entries made in the accounts maintained
                                         by NAB are sufficient evidence of the matters to which they relate unless the contrary
                                         is proved.



 


		(b)	Any
                                         certification or determination by NAB of an exchange rate, a rate of interest or any
                                         amount under any Finance Document is sufficient evidence of the matters to which it relates
                                         and any certification or determination by NAB of any other matter is sufficient evidence
                                         of the matters to which it relates unless the contrary is proved.



 


		32.	Accounting
                                         for Transactions



 


		(a)	Each
                                         Borrower irrevocably authorises NAB to open such accounts as NAB requires in connection
                                         with a Facility.



 


		(b)	Each
                                         Borrower of a Facility irrevocably authorises NAB to debit from the Loan Account or Nominated
                                         Account for that Facility (if any) any amounts payable by the Borrower in relation to
                                         that Facility or account, including interest, Costs, Taxes, enforcement expenses and
                                         any amount payable under an indemnity, unless otherwise stated or agreed.



 


		(c)	If
                                         a Borrower authorises NAB to debit any amount from an account or one of two or more accounts,
                                         NAB can debit that amount from that account (or if more than one account, from any account
                                         it chooses) even if it causes the account to become overdrawn. Alternatively, if there
                                         are insufficient cleared funds in that account, the Borrower authorises NAB to debit
                                         that amount from any account of the Borrower NAB decides, including an account NAB opens
                                         in the Borrower’s name.



 


		(d)	If
                                         this document does not state to which account an amount may be debited or credited, NAB
                                         may debit or credit that amount from any account (including, for the avoidance of doubt,
                                         any Loan Account or Nominated Account) of the Borrower NAB decides, including an account
                                         NAB opens in the Borrower’s name.



 


		(e)	Where
                                         NAB debits an account in the name of a Borrower, opened by:



 


		(i)	the
                                         Borrower, the Borrower must pay NAB interest (including default interest if applicable)
                                         on any debit balance in accordance with the terms of that account;



 


		(ii)	NAB,
                                         the Borrower must pay NAB interest on the overdrawn balance of that account (other than
                                         an overdraft account where the balance does not exceed the applicable Facility Limit)
                                         at the Default Interest Rate applying to the relevant Facility or, if there is none,
                                         in accordance with the terms normally applied by NAB to accounts of that type; or



 






    	© National Australia Bank Limited	53	 



     


    

 


		(iii)	either
                                         the Borrower or NAB, the overdrawn balance of the account (taking into account any limit
                                         applicable to that account) is immediately payable without further notice.



 


		(f)	Unless
                                         otherwise provided, NAB may apply any payment under or in connection with this document
                                         towards satisfying obligations under this document as NAB sees fit.



 


		(g)	Where
                                         NAB is authorised to debit an amount from an account under this document, it can do so
                                         without prior notice.



 


		33.	Statements
                                         of Account



 


		(a)	Subject
                                         to clause (b), NAB will provide the Borrower with a statement of account at least every
                                         3 months for each Facility that is a revolving facility (such as an overdraft facility)
                                         and at least every 6 months for other credit facilities.



 


		(b)	If
                                         NAB is not required by law or under the Code to provide the Borrower with a statement,
                                         it may choose not to do so.



 


		34.	Code
                                         of Banking Practice



 


The
parties agree that the Code does not apply to the Finance Documents and the transactions in connection with them.


 


		35.	General
                                         provisions



 


		35.1	Partial
                                         invalidity



 


If,
at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law
of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of that or any other jurisdiction will in any way be affected or impaired.


 


		35.2	No
                                         waiver



 


		(a)	No
                                         failure to exercise, nor any delay in exercising, on the part of NAB, any right or remedy
                                         under a Finance Document will operate as a waiver, nor will any single or partial exercise
                                         of any right or remedy prevent any further exercise or the exercise of any other right
                                         or remedy. 



 


		(b)	The
                                         rights and remedies provided in each Finance Document are cumulative and not exclusive
                                         of any rights or remedies provided by law.



 


		(c)	NAB
                                         need not resort to a right, power or Encumbrance under a Security Document before resorting
                                         to any other of them.



 


		35.3	Amendments
                                         and waivers



 


		(a)	Except
                                         as set out in clause (b), any term of a Finance Document may be amended or waived only
                                         in writing with the consent of NAB and the relevant Obligors and any such amendment or
                                         waiver will be binding on all parties.



 


		(b)	NAB
                                         may vary the terms of this document unilaterally by giving written notice to the relevant
                                         Borrower, or by giving notice in accordance with any provision of this document that
                                         expressly contemplates or permits the terms of this document to be varied unilaterally,
                                         at any time:



 






    	© National Australia Bank Limited	54	 



     


    

 


		(i)	to
                                         the extent NAB considers necessary to ensure compliance with relevant laws or to reflect
                                         NAB’s systems capabilities, provided such variation does not, in the reasonable
                                         opinion of NAB, result in a material change to the nature of the Facilities; or



 


		(ii)	to
                                         the extent that this document expressly contemplates or permits the terms of this document
                                         to be varied unilaterally.



 


		35.4	Counterparts



 


Each
Finance Document may be executed in any number of counterparts, and if so, the counterparts taken together constitute one and
the same instrument.


 


		35.5	Continuing
                                         indemnities



 


		(a)	All
                                         indemnities and reimbursement obligations in each Finance Document are continuing and
                                         survive termination of the Finance Document. 



 


		(b)	Each
                                         such indemnity is an additional, separate and independent obligation of each Obligor
                                         and no one indemnity limits the general nature of any other indemnity. 



 


		(c)	It
                                         is not necessary for NAB to incur expense or make payment before enforcing a right of
                                         indemnity conferred by a Finance Document.



 


		35.6	Consents
                                         and waivers



 


Each
Obligor will comply with all conditions in any consent or waiver NAB gives under or in connection with a Finance Document.


 


		35.7	Discretion
                                         in exercising rights



 


NAB
may exercise a right or remedy or give or refuse its consent under or in connection with a Finance Document in any way it considers
appropriate (including by imposing conditions) and it is not obliged to give reasons for doing so.


 


		35.8	No
                                         liability for loss



 


NAB
is not liable to any Obligor for any loss, liability or Costs caused by the exercise or attempted exercise of, or failure to exercise,
or delay in exercising, a right or remedy under or in connection with a Finance Document.


 


		35.9	Rights
                                         and obligations are unaffected



 


Rights
given to NAB, and an Obligor’s obligations, under or in connection with a Finance Document, are not affected by any act
or omission or any other thing which might otherwise affect them under law or otherwise.


 


		35.10	Inconsistent
                                         law



 


To
the extent permitted by law, each Finance Document prevails to the extent it is inconsistent with any law.


 


		35.11	Entire
                                         agreement 



 


This
document constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings
and negotiations on the subject matter.


 






    	© National Australia Bank Limited	55	 



     


    

 


		35.12	Telephone
                                         recording



 


Each
Obligor consents to NAB recording any telephone conversations between it and NAB in relation to any Facility that are customarily
recorded in the finance industry or where the Obligor is notified prior to the commencement of the telephone conversation and
such recordings being used in any arbitral or legal proceedings and any telephone recording remains NAB’s sole property
at all times.


 


		35.13	Reinstating
                                         avoided transaction



 


Each
Obligor agrees that if a payment or other transaction relating to the Amount Owing is void, voidable, unenforceable or defective
for any reason or a related claim is upheld, conceded or settled (each an Avoidance), then even though NAB knew or should
have known of the Avoidance:


 


		(a)	each
                                         right, power and remedy of NAB, and each Obligor's liability under each Finance Document
                                         will be what it would have been, and will continue, as if the payment or transaction
                                         the subject of the Avoidance had not occurred; and



 


		(b)	it
                                         will immediately execute and do anything necessary or required by NAB to restore NAB
                                         to its position immediately before the Avoidance (including reinstating any Finance Document)
                                         and procure that each relevant Obligor does so.



 


This
clause 35.13 survives any termination or full or partial discharge or release of any Finance Document.


 


		36.	Governing
                                         Law and Jurisdiction



 


		(a)	This
                                         document is governed by the laws of the Governing Law Jurisdiction.



 


		(b)	Each
                                         party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
                                         courts of the Governing Law Jurisdiction (and any court of appeal) and waives any right
                                         to object to an action being bought in those courts, including on the basis of inconvenient
                                         forum or those courts not having jurisdiction.



 


		(c)	This
                                         clause 36 (Governing Law and Jurisdiction) is for the benefit of NAB only. As
                                         a result, NAB will not be prevented from taking proceedings in any other court with jurisdiction. 



 


		(d)	To
                                         the extent permitted by law, NAB may take concurrent proceedings in any number of jurisdictions.



 


		37.	Acknowledgement



 


Each
Obligor acknowledges that, except as expressly set out in a Finance Document:


 


		(a)	none
                                         of NAB or any of its advisers has given any representation or warranty or other assurance
                                         to it in relation to any Finance Document or the transactions contemplated by any Finance
                                         Document, including as to Tax or other effects;



 


		(b)	it
                                         has not relied on NAB or any of its advisers or on any conduct (including any recommendation)
                                         by NAB or any of its advisers;



 


		(c)	it
                                         has had the opportunity to obtain its own independent financial, Tax and legal advice
                                         and has done so or has elected not to do so; and



 


		(d)	where
                                         an Obligor has granted a Security Document (including any Guarantee) in favour of NAB,
                                         each Security Document (including any Guarantee) is, and remains, in full force and effect
                                         and continues and extends to secure all present and future obligations of that Obligor
                                         to NAB in respect of the Facilities.



 






    	© National Australia Bank Limited	56	 



     


    

  


Part
B:            Details


 


Facility 1  : BANK
GUARANTEE FACILITY


 


	FACILITY:	BANK GUARANTEE FACILITY
	 	 
	Borrower:	Hudson Global Resources (Aust) Pty Limited ABN 21 002 888 762 and Hudson Global Resources (NZ) Limited (New Zealand company number 667922)
	 	 
	Facility Limit:	$3,000,000
	 	 
	Purpose:	To enable the issuance of rental guarantees.
	 	 
	Expiry Date:	The date that is 3 years from the date of this document
	 	 
	Review Date:	NAB may review pricing in accordance with clause 14 (Review) of the General Conditions. 
	 	 
	Service Fee:	1.50% of the face value of each Bank Guarantee per year.  Payable in arrears, on a pro-rata basis, half yearly from the date the Bank Guarantee is issued and on the cancellation of the Bank Guarantee and the Termination Date and subject to a minimum fee of $125 per Bank Guarantee for each payment.
	 	 
	Line Fee:	0.3% of the Facility Limit per year. Payable in arrears, half yearly from the date of this Financing Agreement and on the Termination Date.
	 	 
	 	To be advised.
	 	 
	Nominated Account:	For the purposes of debiting and crediting amounts in relation to this Facility under this document.
	 	 
	Other Conditions:	The General Conditions and Bank Guarantee Facility Specific Conditions apply to this Facility.


 




    	© National Australia Bank Limited	57	 



     


    


 


Other Facilities


 


Following are details of some other facilities provided by NAB
to a Borrower. They are not “Facilities” for purposes of this document and the following details are provided for information
only.


 


Facility 2  : NAB
CORPORATE RECEIVABLES FACILITY


 


	FACILITY:	NAB Invoice Finance Facility A
	 	 
	Borrower:	Hudson Global Resources (Aust) Pty Limited ABN 21 002 888 762
	 	 
	Facility Limit:	$25,000,000 (a maximum of $4,000,000 of which may be used to support the working capital requirements of the APAC Group’s operations in China, Hong Kong and Singapore)
	 	 
	Expiry Date:	The date that is 3 years from the date of this document
	 	 
	Terms:	The terms and conditions of this facility are set out in the NAB Invoice Finance Facility Agreement
	 	 
	Loan Account:	To be advised


 


Facility 3  : BNZ
Invoice Finance Facility 


 


	FACILITY:	NAB Invoice Finance Facility B
	 	 
	Borrower:	Hudson Global Resources (NZ) Limited (New Zealand company number 667922)
	 	 
	Facility Limit:	NZ$5,000,000
	 	 
	Expiry Date:	The date that is 3 years from the date of this document
	 	 
	Terms:	The terms and conditions of this facility are set out in the BNZ Invoice Finance Facility Agreement
	 	 
	Loan Account:	To be advised


 




    	© National Australia Bank Limited	58	 



     


    


 


 


	Part C:	Schedule
	 	 
	Item 1	(Obligors and Group)


 


		1.1	Original Borrower(s)



 


Hudson Global Resources (Aust) Pty Limited ABN 21 002 888 762


 


Hudson Global Resources (NZ) Limited (New Zealand company number
667922)


 


		1.2	Original Guarantor(s)



 


Hudson Global Resources (Aust) Pty Limited ABN 21 002 888 762


 


Hudson Global Resources (NZ) Limited (New Zealand company number
667922)


 


		1.3	Original Personal Guarantor(s)



 


Not applicable


 


		1.4	Groups



 


Refer to definition of "APAC Group" in clause 1.3
(Definitions)


 


	Item 2	(Security Documents)


 


	Name of Obligor(s) with 

ABN/ACN and Registered Office	 	Security Documents to be 

provided	 	Facilities secured
	 	 	 	 	 
	Hudson Global Resources (NZ) Limited of c/- Bell Gully, Level 22, Vero Centre, 48 Shortland Street, Auckland, New Zealand	 	First ranking General Security Deed over all present and after-acquired property	 	All Facilities and other amounts owing under the Finance Documents (including the Invoice Finance Facility Agreements)
	 	 	 	 	 
	Hudson Global Resources (Aust) Pty Ltd ABN 21 002 888 762 of Level 19, 20 Bond Street, Sydney, NSW 2000	 	First ranking General Security Agreement over all present and after-acquired property	 	All Facilities and other amounts owing under the Finance Documents (including the Invoice Finance Facility Agreements)


 


	Item 3	(Material Documents)


 


Not applicable


 


	Item 4	(Specified Documents) (clause 3.2(e) (Conditions Precedent))


 


Not applicable


 


	Item 5	(Mandatory Prepayment) (clause 5.2(b) (Prepayment))


 


Not applicable


 


	Item 6	(Other Representations and Warranties) (clause 8.1(aa) (Representations and Warranties))


 


Not applicable


 






    	© National Australia Bank Limited	59	 



     


    

 


	Item 7	(Financial Statements and other documents) (clause 9(o) (Financial Statements and other documents to be delivered))


 


	Type of report	 	Entity	 	Audited/ 

Unaudited	 	Consolidated/ 

Unconsolidated	 	Due date for 

delivery to NAB
	Annual Financial Statements	 	The Obligors	 	Audited	 	Unconsolidated	 	As soon as possible after each 31 December (and, at the latest, 120 days after each such date)
	Management accounts (including balance sheet, profit and loss statement and cash flow statement)	 	The Obligors	 	Not applicable	 	Unconsolidated	 	As soon as possible after each calendar quarter end (and, at the latest, 45 days after each such date)
	Quarterly analysis of Permanent/Contractor Splits for Debtor Ledgers	 	The Obligors	 	Not applicable	 	Not applicable	 	As soon as possible after each calendar quarter end (and, at the latest, 45 days after each such date)
	Annual Forecasts (profit and loss statement, and cash flow statement (including debtor position), detailed on at least a quarterly basis and including key assumptions)	 	The Obligors	 	Unaudited	 	Unconsolidated	 	As soon as possible after each 31 December (and, at the latest, 45 days after each such date)


 


	Item 8	(Other Undertakings) (clause 9(aa) (other undertakings or conditions subsequent))


 


EBITDA Variance:


 


If actual EBITDA for a Calculation Period to forecast EBITDA
for that Calculation Period (as specified in the Annual Forecasts required to be provided in accordance with Item 7 of the Schedule)
is greater than negative 15%, the Compliance Certificate for the relevant Calculation Date must include commentary outlining detailed
reasons for the underperformance to the satisfaction of NAB.


 


Distributions:


 


Unless otherwise agreed with NAB in writing, dividends paid
by any Obligor in any financial year must not exceed 100% of net profit after tax for that financial year (as determined in accordance
with GAAP) and will only be permitted if:


 






    	© National Australia Bank Limited	60	 



     


    

 


		(a)	there is no Event of Default, Potential Event of Default or Review Event subsisting or would arise by reason of the payment;
and



 


		(b)	such dividend is permitted under the Corporations Act or the Companies Act (as applicable).



 


	Item 9	(Financial Covenants) (clause 10.1 (Financial Covenants))


 


The Obligors must maintain the financial covenants set out below
at all times.


 


The financial covenants will:


 


		(a)	be calculated by reference to GAAP; and



 


		(b)	be based on the then most recent Financial Statements and other financial information provided to NAB in accordance with this
document.



 


NAB may test the financial covenants on each Calculation Date.


 


Financial Covenants


 


		(a)	The Fixed Charge Cover Ratio (FCCR) for the Borrowers, for each Calculation Period ending during the period set out in the
table below, must not be less than the ratio set out opposite that period in the table below.



 


	Period	FCCR
	 	 
	Up to and including	30 September 2015	1.25:1
	 	 	 
	1 October 2015	onwards	1.50:1


 


		(b)	The Receivables Ratio for the Borrowers must not be less than 1.20:1.



 


		(c)	For the purpose of calculating the above amounts, any amount in a foreign currency will be converted back to Australian Dollars
using the budgeted rate of exchange contained in the most recent Annual Forecasts provided to NAB in accordance with clause 9(o)
of this document, unless that rate of exchange varies by more than 10% from NAB’s prevailing spot rate of exchange at any
time, in which case, upon notification by NAB to the Borrowers, the Borrowers must consult with NAB for a period of no more than
5 Business Days to agree an appropriate rate of exchange (Consultation Period). Following the Consultation Period, if no agreement
can be reached as to an appropriate rate of exchange, amounts in foreign currency will be converted back at NAB’s prevailing
spot rate of exchange (which will be advised to the Borrowers).



 


Definitions


 


For the purposes of these financial covenants and the covenants
in Item 8 of the Schedule, the following definitions apply in addition to those set out in clause 1.3 (Definitions).


 


Billed and Unbilled Trade Receivables means the billed
and unbilled trade receivables for the Obligors as identified in the latest management accounts provided by the Borrowers to NAB.


 


Receivables Ratio means, at any time, the ratio of Billed
and Unbilled Trade Receivables plus Cash and Cash Equivalents at that time to Total Drawn Debt at that time.


 


Calculation Date means the last day of each calendar
quarter until the Termination Date.


 


Calculation Period means each period of twelve months
ending on a Calculation Date, unless otherwise agreed in writing by NAB.








 




    	© National Australia Bank Limited	61	 



     


    





 


Cash and Cash Equivalents means cash on hand and any
demand deposits and any investments which are readily convertible to a known amount of cash in accordance with GAAP.


 


EBITDA means, in respect of a period, earnings before:


 


		(a)	interest;



 


		(b)	tax;



 


		(c)	depreciation;



 


		(d)	amortisation;



 


		(e)	in respect of the 2015 financial year only, any deduction in respect of individually significant (and non-recurring) Exceptional
Items during that financial year; and



 


		(f)	in respect of a financial year other than the 2015 financial year, any deduction in respect of individually significant (and
non-recurring) Exceptional Items during that financial year approved by NAB in writing,



 


for that period (as determined in each case in accordance with
GAAP).


 


Exceptional Item means material and unusual accounting
income, gains, expenses or losses resulting from transactions or events that are outside of the ordinary course of business and
are generally non-recurring. At any time, any losses attributable to trading caused by a downturn in the general trading environment
may not be considered an Exceptional Item, howsoever caused.


 


Finance Charges means, in respect of a period, operating
lease rental expense, real property rental expense and finance lease expenses (including principal and interest) for that period.


 


Fixed Charge Cover Ratio means, for a Calculation Period,
the ratio of EBITDA less US Corporate Allocations actually paid in that Calculation Period plus Finance Charges to Total Interest
Expense plus Finance Charges for that Calculation Period. For the purposes of calculating the Fixed Charge Cover Ratio as at the
first 3 Calculation Dates, Total Interest Expense will be annualised for the period from the first Drawdown Date up to the relevant
Calculation Date.


 


Total Drawn Debt means the total amount outstanding under
NAB Invoice Finance Facility A and NAB Invoice Finance Facility B (each as specified in Part B of the Schedule).


 


Total Interest Expense means, in respect of a period,
the aggregate amount of all interest and amounts in the nature of interest or of similar effect to interest paid or payable for
that period, including:


 


		(a)	any dividend or distribution payable on any Marketable Security that constitutes Financial Indebtedness;



 


		(b)	any discount on any bills, bonds, notes or other instruments drawn, accepted or endorsed;



 


		(c)	any commitment, line, facility, acceptance, letter of credit, discount, guarantee, insurance bond or other fees and other amounts
of a regular or recurring nature payable during that period (but not establishment, arrangement, agency and other fees payable
once only on the initial provision of Financial Indebtedness); and



 


		(d)	plus or minus the net amount of any difference payments during that period under any interest rate hedging arrangement.



 


It includes interest on any shareholder loans made to members
of the APAC Group unless capitalised or subordinated on terms acceptable to NAB.


 




    	© National Australia Bank Limited	62	 



     


    


 


 


	Item 10	(Hedging) (clause 10.3 (Hedging))


 


Not applicable


 


	Item 11	(Enforcement proceedings – Threshold Amount) (clause 11.1(h) (Enforcement proceedings))


 


$250,000


 


	Item 12	Other Events of Default (clause 11.1(u) (Other))


 


Not applicable


 


	Item 13	(Fees) (clause 17 (Fees))


 


Bank Fees:


 


Application/Establishment Fee:


 


In respect of the Bank Guarantee and NAB Invoice
Finance Facility A: $42,000.00 payable on execution of this document.


 


In respect of the NAB Invoice Finance Facility B:
NZ$7,500.00 payable on execution of this document.


 


Government Fees:


 


Australian General Security Agreement Registration
Fee (x1): To be advised.


 


New Zealand General Security Agreement Registration
Fee (x1): To be advised.


 


Legal Fees


 


The Borrowers will be responsible for NAB and BNZ's
reasonable legal fees, in an amount to be confirmed.


 


	Item 14	(Review Event, Negotiation Period and Mandatory Prepayment Period) (clause 14 (Review))


 


Not applicable


 


	Item 15	(Communications) (clause 30(b) (Communications and Notices))


 


Details for service of communications to NAB:


 


	Name of Bank:	National Australia Bank Limited
	 	 
	Address:	Level 22, 255 George Street, Sydney NSW 2000
	 	 
	Fax number:	1300 602 185
	 	 
	Attention:	Gordon Hardie


 




    	© National Australia Bank Limited	63	 



     


    


  


Details for service of communications to the Obligor(s):


 


	Name of Obligor:	Hudson Global Resources (Aust) Pty Limited ABN 21 002 888 762
	 	 
	Address:	
        Level 19

         

        20 Bond Street

         

        Sydney NSW 2000

	 	 
	Attention:	Mr Mark Steyn
	 	 
	Email:	 


 


	Name of Obligor:	Hudson Global Resources (NZ) Limited (New Zealand company number 667922)
	 	 
	Address:	
        c/- Bell Gully

         

        Level 22, Vero Centre

         

        48 Shortland Street

         

        Auckland

         

        New Zealand

	 	 
	Attention:	Mr Mark Steyn
	 	 
	Email:	 


 


	Item 16	(Governing Law Jurisdiction) (clause 36) (Governing Law & Jurisdiction))


 


New South Wales


 


	Item 17	(Trust) and (Trust Documents)


 


Not Applicable


 


	Item 18	(Partnership) and (Partnership Documents)


 


Not applicable


 


	Item 19	(Scheme), (Custodian), (Custody Agreement) and (Scheme Documents)


 


Not applicable


 


	Item 20	(Other)


 


Not applicable


 






    	© National Australia Bank Limited	64	 



     


    




 


	Part D:	Trustee Provisions


 


Not Applicable


  



    	© National Australia Bank Limited	65	 



     


    




 


	Part E:	Partnership Provisions


 


Not Applicable


 






    	© National Australia Bank Limited	66	 



     


    

  


	Part F:	Responsible Entity Provisions


 


Not Applicable


 






    	© National Australia Bank Limited	67	 



     


    

 


	Part G:	Property Conditions


 


Not Applicable


 






    	© National Australia Bank Limited	68	 



     


    

 


	Part H:	Specific Conditions


 


Bank
Guarantee Facility Specific Conditions


 


	
        FOREIGN CURRENCY WARNING NOTICE

         

        This important notice should be read and understood before the
        Borrower decides to enter into a facility or transaction in a foreign currency.

         

        This notice is intended to provide the Borrower with a general
        warning of the risks that can arise from adverse exchange rate movements when transacting in a foreign currency, and to advise
        the Borrower that other risks also exist.

         

        The Borrower’s liability in Dollars will increase, possibly
        very substantially, if there is a movement in either:

         

        ·   the
Dollar relative to the foreign currency facility or transaction; or

        

        ·   the
foreign currency relative to the Dollar.

         

        Another risk that may also exist is the potential for adverse
        movements in the interest rate that applies to the foreign currency facility or transaction.

         

        The Borrower should also be aware that in some circumstances
        mechanisms may be available for limiting these risks. Such mechanisms may include products ranging from forward FX contracts (FECs)
        and fixed rate loans to more complex options and derivatives. A solution can be tailored to the Borrower's specific business needs.

         

        For more information about managing risks associated with international
        trade, go to the “Business” tab on our website www.nab.com.au and click on
        > International trade.

         

        For more information regarding Foreign Exchange Risk please
        telephone a Specialist on 132265 (7am – 7pm EST).

         

        The Borrower should seek independent professional advice before
        entering into a facility or transaction in a foreign currency. In particular, advice should be sought as to the suitability of
        a foreign currency facility or transaction for your purposes and as to risk management strategies available for such facilities
        or transactions.

         

        Important Information about Renminbi Settlement Services

         

        Renminbi (“RMB”), the lawful currency in the People’s
        Republic of China, is not yet fully convertible and is subject to substantial exchange rate risk. For more information about the
        risks associated with RMB, please contact a Specialist on 132265 (7am – 7pm EST).

         



 


		1.	Additional Conditions Precedent



 


The following additional conditions precedent apply
in relation to the issue of any Bank Guarantee:


 


		(a)	NAB receiving a Utilisation Request in form and substance required by NAB from time to time;



 


		(b)	NAB being satisfied that:



 




    	© National Australia Bank Limited	69	 



     


    


 


		(i)	the date the Bank Guarantee is to be issued is a Business Day on or before any Issue Date;



 


		(ii)	the currency of the Bank Guarantee is an Approved Currency;



 


		(iii)	the Australian Dollar Equivalent of the Maximum Liability under all unexpired Bank Guarantees, on any day, after the Bank Guarantee
is issued, does not exceed the Australian Dollar Equivalent of the Facility Limit; and



 


		(iv)	it has received satisfactory results from sanctions checks and any other searches required by law or internal polices conducted
on the proposed beneficiary.



 


		2.	NOT USED



 


		3.	Reimbursement



 


The Borrower must pay to NAB on demand from time
to time amounts equal to each payment made by NAB under a Bank Guarantee.


 


		4.	Indemnity



 


		(a)	In addition to any other indemnity obligations in this document, the Borrower indemnifies NAB in respect of:



 


		(i)	any amounts NAB pays to a Beneficiary under a Bank Guarantee; and



 


		(ii)	an amount equal to any loss (including consequential or economic loss), damage and Costs which NAB incurs or suffers or for
which NAB becomes liable, directly or indirectly as a result of or in connection with:



 


		(A)	the issue or variation of a Bank Guarantee;



 


		(B)	any payment or claim for payment under a Bank Guarantee; or



 


		(C)	anything done by a Beneficiary or any other person in relation to or in reliance on a Bank Guarantee.



 


		(b)	Any amount the Borrower must pay NAB under this clause 4 (Indemnity) is payable in Dollars (even if the payment made
by NAB is in a different currency) and becomes due and payable upon the earlier of:



 


		(i)	NAB making payment under a Bank Guarantee; or



 


		(ii)	NAB incurring an obligation to make payment under a Bank Guarantee, or



 


		(iii)	an Event of Default occurring.



 


		5.	Payment of bank guarantee without demand



 


NAB may, at any time, end its obligations under a
Bank Guarantee by paying to the Beneficiary of that Bank Guarantee the Maximum Liability or such lesser amount as is required to
discharge NAB’s obligations under the Bank Guarantee, even though no demand is made on NAB by that Beneficiary.


 






    	© National Australia Bank Limited	70	 



     


    

 


		6.	No obligation to enquire



 


		(a)	The Borrower irrevocably authorises NAB to immediately pay any amount demanded at any time under a Bank Guarantee.



 


		(b)	The Borrower agrees that NAB:



 


		(i)	need not first refer to the Borrower or obtain the Borrower’s authority for the payment;



 


		(ii)	need not enquire into the correctness or validity of any demand made on NAB under a Bank Guarantee; and



 


		(iii)	may meet any demand even though the Borrower disputes the validity of the demand.



 


		7.	Partial payments



 


		(a)	The Borrower agrees that if a demand is made by a Beneficiary of a Bank Guarantee for a partial payment of the Maximum Liability
of that Bank Guarantee, NAB may at its discretion and without further reference to the Borrower, pay the amount demanded and issue
to the Beneficiary a replacement Bank Guarantee for the balance of the Maximum Liability.



 


		(b)	The procedure set out in clause 7(a) may be repeated at NAB’s discretion.



 


		(c)	The Borrower agrees that this document applies to any replacement Bank Guarantee issued under this clause 7 (Partial payments).



 


		8.	Proceedings under bank guarantee



 


NAB is not obliged at any time to commence, pursue
or defend any legal proceedings or other process in connection with any claim, demand or right arising under a Bank Guarantee issued
under this Facility.


 


		9.	Return of bank guarantees



 


The Borrower must return to NAB an original Bank
Guarantee if it is given to the Borrower by the relevant Beneficiary on production of a bill of lading or otherwise.


 


		10.	Additional consequences of default



 


		(a)	The following additional consequences of Default apply:



 


		(i)	NAB may require the Borrower to provide cash cover on terms satisfactory to NAB for an amount not less than the Maximum Liability
under each outstanding Bank Guarantee in the currency in which each such Bank Guarantee is denominated; and



 


		(ii)	NAB may require the Borrower to grant other Encumbrances acceptable to NAB.



 


		(b)	NAB may exercise any of its rights under this document even though one or more Bank Guarantees remain outstanding on that date.



 


		11.	Termination of the facility



 


On the Termination Date for the Facility, the Borrower
must pay to NAB:


 






    	© National Australia Bank Limited	71	 



     


    

 


		(a)	all of the Balance Owing; less



 


		(b)	the amount equal to the aggregate Maximum Liability under each outstanding Bank Guarantee in respect of which NAB has been
provided with cash cover on terms satisfactory to NAB.



 


		12.	Foreign currency facilities or transactions



 


		12.1	Funding risk and non availability



 


		(a)	NAB will use its best efforts to notify the Borrower as soon as practicable if the making, denomination or continuation of
the Facility in the foreign currency is impractical or impossible as a result of:



 


		(i)	any change in national or international financial, political or economic conditions, currency exchange rates, currency availability
or exchange controls;



 


		(ii)	any event of contingency which materially and adversely affects the inter-bank markets generally; or



 


		(iii)	any change in law.



 


		(b)	During the 30 days after that notice is given by NAB, NAB will negotiate with the Borrower to find an alternative basis to
continue the Facility.



 


		(c)	If no agreement is reached within the 30 day period referred to in clause 12.1(b), NAB’s obligation to provide the Facility
will be automatically terminated and the Borrower must immediately provide cash cover on terms satisfactory to NAB for an amount
not less than the Maximum Liability under each outstanding Bank Guarantee in the currency in which each such Bank Guarantee is
denominated.



 


		12.2	No advice or management by NAB



 


The Borrower acknowledges and agrees that NAB is
not managing, supervising or advising in relation to the Borrower’s foreign currency exposure.


 


		12.3	Foreign currency fluctuations



 


If the Facility is made available or involves a foreign
currency and there is a change in the exchange rate applicable between that foreign currency and Dollars which has the effect of
causing the Australian Dollar Equivalent of the Balance Owing to exceed the Australian Dollar Equivalent of the Facility Limit,
NAB may require the Borrower to either:


 


		(a)	cash cover on terms, and in currencies or currency, satisfactory to NAB for the amount of such excess so that the Australian
Dollar Equivalent of the Balance Owing is equal to or less than Australian Dollar Equivalent of the Facility Limit; or



 


		(b)	provide additional Encumbrances acceptable to NAB to the value determined by NAB, but not less than the amount of such excess.



 


		13.	Definitions



 


For the purpose of these Bank Guarantee Facility
Specific Conditions:


 


Approved Currency means the currency or currencies
approved by NAB in writing from time to time.


 


Availability Period means the period from
the date of this document to the Termination Date.


 






    	© National Australia Bank Limited	72	 



     


    

 


Facility means a bank guarantee facility.


 


Issue Date means the issue date for a Bank
Guarantee specified in the Details.


 


Maximum Liability means, in respect of a Bank
Guarantee, the amount specified in that Bank Guarantee as the maximum liability (exclusive of interest on that Maximum Liability)
under that Bank Guarantee.


 




    	© National Australia Bank Limited	73	 



     


    


 


SIGNATURES


 


 


	Executed on behalf of National Australia Bank Limited by its Attorney who holds the position of Level 2 Attorney under Power of Attorney dated 1 March 2007 in the presence of:	
        )

        )

        )
	 
	/s/ Christian Lam	
        )

        )
	/s/ Gordon Hardie
	Signature of Witness	
        )

        )
	Signature of Attorney
	Christian Lam 	
        )

        )
	Gordon Hardie
	Name of Witness (print)	
        )

         
	Name of Attorney


 


Original Borrowers and Original
Guarantors


 


	Executed by Hudson Global Resources (Aust) Pty Limited ABN 21 002 888 762 in accordance with Section 127 of the Corporations Act 2001	
        )

        )

        )
	 
	/s/ Kendall Ryan	
        )

        )
	/s/ Mark Steyn
	Signature of director	
        )

        )
	Signature of director/company secretary
	Kendall Ryan 	
        )

        )
	Mark Steyn
	Name of director (print)	
        )

        
	Name of director/company secretary (print)


 






    	© National Australia Bank Limited	74	 



     


    

 


	Executed by Hudson Global Resources (NZ) Limited	
        )

        )

        )
	 
	/s/ Mark Steyn	
        )

        )
	/s/ Roman Rogers
	Signature of director	
        )

        )
	Signature of director
	Mark Steyn	
        )

        )
	Roman Rogers
	Name of director (print)	
        )

         
	Name of director (print)


 






    	© National Australia Bank Limited	75	 



     


    

 


Annexure 1: Verification
Certificate


 


VERIFICATION CERTIFICATE


 


To:     National Australia Bank Limited
(NAB)


 


From: [insert name and ACN] (the Company)


  


Dated: [insert date]


 


We, being directors of the Company  [I, being the sole
director of the Company] hereby certify as follows:


 


Except where otherwise defined, capitalised terms used in the
Finance Agreement dated on or about the date of this certificate between the Company and NAB have the same meaning when used in
this certificate.


 


		1.	SPECIMEN SIGNATURES



 


The following are the signatures of the persons appointed
as Authorised Officers and attorneys of the Company for the purposes of the Finance Documents or who are otherwise authorised to
sign a Finance Document on behalf of the Company.


 


Authorised Officers 


 


		 	 
	 	 	 
	Signature of Authorised Officer	 	Signature of Authorised Officer
	 	 	 
	Name:	 	Name:
	 	 	 
	Title:	 	 


 





Attorneys





 


		 	 
	 	 	 
	Signature of Attorney	 	Signature of Attorney
	 	 	 
	Name:	 	Name:
	 	 	 
	Title:	 	Title:


 


		2.	AUTHORISATIONS



 


		(a)	Attached to this certificate marked “A” are true, complete and current copies of each [list Material Authorisations].



 


		(b)	Other than the documents listed above, no other Authorisations are necessary for the Company to enter into, observe its obligations
under, and perform the transactions contemplated by, each Finance Document to which it is expressed to be a party.



 






    	© National Australia Bank Limited	76	 



     


    

 


		3.	SOLVENCY DECLARATION



 


		(a)	As at the date of execution of each Finance Document the Company is solvent (as defined in section 95A(1) of the Corporations
Act) and will not become insolvent (as defined in section 95A(2) of the Corporations Act) by entering into and complying with its
obligations under each Finance Document.



 


		(b)	The Company has at all times complied with its obligations under section 286 of the Corporations Act.



 


		(c)	To the best of our knowledge, no application or order has been made, no proceedings have been commenced, no resolutions have
been passed or proposed in a notice of meeting and no other steps have been taken for:



 


		(i)	the winding up, dissolution or administration of the Company or of any Trust or Registered Scheme of which the Company acts
as trustee or responsible entity, as the case may be; or



 


		(ii)	the Company entering into an arrangement, compromise or composition with or assignment of the benefit of its creditors or a
class of them.



 


		4.	POWER OF ATTORNEY



 


Attached to this certificate marked “B”
is [an original] [a true, complete and current copy] of a power of attorney which the Company is to use or has used to execute
a Finance Document.


 


		5.	FINANCIAL STATEMENTS



 


Attached to this certificate marked “C”
is [a true, complete and current copy] of the most recent [insert details of Finance Statements] of the Company and the Obligors.


 


		6.	MATERIAL DOCUMENTS



 


Attached to this certificate marked “D”
are [true, complete and correct copies] of the following Material Documents:


 


[insert list]


 


To the extent that any of these Material Documents
has been provided to NAB prior to the date of this certificate, we certify that the copies provided are true, up-to-date and complete.


 


MULTIPLE DIRECTORS 


	 	 	 
	
        Signature of director
	 	Signature of director
	 	 	 
	
        Name of director (print)
	 	Name of director (print)
	 	 	 
	Date	 	Date


 






    	© National Australia Bank Limited	77	 



     


    

 


SINGLE DIRECTOR


 


	 	 	 
	
        Signature of sole director and sole company secretary
	 	 
	 	 	 
	
        Name of sole director and sole company secretary (print) 
	 	 
	 	 	 
	Date	 	 


 






    	© National Australia Bank Limited	78	 



     


    

 


Annexure 2: Compliance
Certificate


 


COMPLIANCE CERTIFICATE


 


To:     National Australia Bank Limited
(NAB)


 


From: [insert name and ACN] (the Company)


  


Dated: [insert date]


 


Finance Agreement dated [insert date] (the Agreement)


 


		1.	We refer to the Agreement. This is a Compliance Certificate for the Calculation Period ending [insert]. Terms used in the Agreement
shall have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.



 


		2.	We confirm that: [Insert details of covenants to be certified]



 


		3.	[We confirm that: No more than $4,000,000 of the NAB Invoice Finance Facility A has been drawn to support the working capital
requirements of the APAC Group’s operations in China, Hong Kong and Singapore.]



 


		4.	[We confirm that: EBITDA for the Calculation Period to forecast EBITDA for the Calculation Period (as specified in the Annual
Forecasts) is [insert percentage]. The reasons for this underperformance are: [insert detailed reasons]]



 


		5.	[We confirm that no Default [or Review Event] is continuing.]*



 





* If this statement cannot be made, the certificate should identify
any Event of Default, Potential Event of Default or Review Event that is continuing and the steps, if any, being taken to remedy
it.


 







MULTIPLE DIRECTORS 


	 	 	 
	
        Signature of director

         
	 	Signature of director
	
        Name of director (print)

         
	 	Name of director (print)
	
        Date

         
	 	Date


 


 






    	© National Australia Bank Limited	79	 



     


    

 


SINGLE DIRECTOR 


	 	 	 
	
        Signature of sole director and sole company secretary

         
	 	 
	
        Name of sole director and sole company secretary (print)

         
	 	 
	Date	 	 


 



    	© National Australia Bank Limited	80	 



     


    




 


Annexure 3: Drawdown
Notice


 


DRAWDOWN NOTICE


 


To:     National Australia Bank Limited
(NAB)


 


From: [insert name and ACN] (the Company)





 


Dated: [insert date]


 


Finance Agreement dated [insert date] (the Agreement)


 


		1.	We refer to the Agreement. This is a Drawdown Notice. Terms defined in the Agreement shall have the same meaning in this Drawdown
Notice unless given a different meaning in this Drawdown Notice.



 


		2.	We wish to make a Drawing on the following terms:



 


	Proposed Drawdown Date:	[      ] (or, if that is not a Business Day, the next Business Day)
	 	 
	Facility for Drawing: 	[Insert details of Facility]
	 	 
	[Currency:]	[      ]
	 	 
	Amount:	[      ] or, if less, the Available Facility
	 	 
	Interest Period:	[      ]


 


		3.	We confirm that each condition specified in Clause [*] is satisfied on the date of this Drawdown Notice. [except as described
in the notice dated [*] given to you, a copy of which is attached]



 


		4.	The proceeds of this Drawing should be credited to [account].



 


		5.	This Drawdown Notice is irrevocable.



 


Yours faithfully


 


Authorised Officer


 


[Company on behalf of] [name of relevant Borrower]


 






    	© National Australia Bank Limited	81	 



     


    

 


Annexure 4: Form
of Accession Letter


 


To:     National Australia Bank Limited
(NAB)


 


From: [Additional Obligor] and [Borrower] for
itself and on behalf of each other person who is an Obligor at the date of this letter


 


Date: [insert date]


 


Dear Sirs,


 


Finance Agreement dated [insert date] (the Agreement)


 


We refer to the Finance Agreement. This is an Accession Letter.
Terms used in the Finance Agreement shall have the same meaning in this Accession Letter unless given a different meaning in this
Accession Letter.


 


[[Additional Obligor] agrees to become an Additional
Borrower in respect of [all Facilities]/[specify relevant Facilities] and to be bound by the terms of the Finance Agreement
as an Additional Borrower pursuant to Clause 28.3 (Additional Borrowers) of the Finance Agreement.]


 


[[Additional Obligor] agree s to become an Additional
[Guarantor]/[Personal Guarantor] and to be bound by the terms of the Finance Agreement as an Additional [Guarantor]/[Personal Guarantor]
pursuant to [Clause 28.4 (Additional Guarantors)]/[Clause 28.5 (Additional Personal Guarantors)] of the Finance Agreement.]


 


[Additional Obligor] agrees to do all things that are
required under the Finance Agreement to be done in connection with becoming an Additional [Borrower]/ [Guarantor]/
[Personal Guarantor].


 


[Each of the following is specified as a Security Document for
purposes of the Finance Agreement:


 


[Insert details of new Security Documents including Facilities
to be secured]


 


The details for service of communications to [Additional
Obligor] are as follows:


 


Address:


 


Fax No:


 


Attention:


 


This Accession Letter is governed by the laws of [name of state
or territory]. This Accession Letter may be executed in any number of counterparts and, if so, the counterparts taken together
constitute one and the same instrument.


 


This Accession Letter is entered into as a deed.


 


	[Borrower]	[Additional Obligor]


 


This Accession Letter is accepted by NAB and the accession date
is confirmed as [*].


 






    	© National Australia Bank Limited	82	 



     


    

 


	Executed on behalf of National Australia Bank Limited by its Attorney who holds the position of Level ____ Attorney under Power of Attorney dated 1 March 2007 in the presence of:	
        )

        )

        )

        )
	 
	 	 	 
	 	 	 
	Signature of Witness	
        )

        )
	Signature of Attorney
	 	 	 
	Name of Witness (print)	
        )

        )
	Name of Attorney


 






    	© National Australia Bank Limited	83	 



     


    

 


Annexure 5: Form
of Resignation Letter


 


To:     National Australia Bank Limited
(NAB)


 


From: [Resigning Obligor] and [Borrower] for itself
and on behalf of each other person who is an Obligor at the date of this letter


 


Dated: [insert date]


 


Dear Sirs,


 


Finance Agreement dated [insert date] (the Agreement)


 


1. We refer to the Finance Agreement. This is a Resignation
Letter. Terms used in the Finance Agreement shall have the same meaning in this Resignation Letter unless given a different meaning
in this Resignation Letter.


 


2. Pursuant to [Clause 28.6 (Resignation of a Guarantor)]/
[Clause 28.7 (Resignation of a Personal Guarantor)], we request that [resigning Obligor] be released from its obligations
as a [Guarantor]/[Personal Guarantor] under the Finance Agreement.


 


3. This Resignation Letter is governed by the laws of [name
of state or territory]. This Resignation Letter may be executed in any number of counterparts and, if so, the counterparts taken
together constitute one and the same instrument.


 


	[resigning Obligor]	[Borrower]
	By:	 


 


This Resignation Letter is accepted by NAB and the resignation
date is confirmed as [*].


 


	Executed on behalf of National Australia Bank Limited by its Attorney who holds the position of Level ____ Attorney under Power of Attorney dated 1 March 2007 in the presence of:	
        )

        )

        )

        )
	 
	 	 	 
	 	 	 
	Signature of Witness	
        )

        )
	Signature of Attorney
	 	 	 
	 	 	 
	Name of Witness (print)	
        )

        )
	Name of Attorney


 






    	© National Australia Bank Limited	84	 



     


    

 


Annexure 6  :
Conditions Precedent Required to be Delivered by an Additional Obligor


 


		(a)	(Accession Letter) An Accession Letter, duly executed by the Additional Obligor and the relevant Borrower.



 


		(b)	(Security Documents) Any Security Document required by NAB, duly executed by the Additional Obligor.



 


		(c)	(verification certificate) Where the Additional Obligor is a company, a certificate in relation to the Additional Obligor
duly signed by two directors of the Additional Obligor (if the Additional Obligor has more than one director) or by the director
of the Additional Obligor (if the Additional Obligor has only one director) substantially in the form set out, with the attachments
referred to in the Form of Verification Certificate and dated not earlier than 5 Business Days before the date of the Accession
Letter.



 


		(d)	(Client Identification Checks) All documents and other information that NAB requires to enable NAB to complete any Client
Identification Checks.



 


		(e)	(structure chart) An updated diagram showing the structure and ownership arrangements of the APAC Group and the Obligors.



 


		(f)	(process agent appointment) Evidence of the acceptance of appointment of a process agent located in Australia for the
Additional Obligor, if the Additional Obligor is incorporated or located outside Australia.



 


		(g)	(enquiries and searches) The results of NAB’s enquiries and searches.



 


		(h)	(other information) Any other information or document which NAB reasonably requests from time to time.



 




    	© National Australia Bank Limited	85	 



     


    


  


ANNEXURE 7: FORM OF UTILISATION REQUEST


 


		To:	National Australia Bank Limited (A.B.N. 12 004 044 937)



			Level 22, 255 George Street

SYDNEY NSW 2000



 


From:


 


Re: Bank Guarantee Facility provided under
the Facility Agreement dated [date].


 


We request NAB to issue a Bank Guarantee
as set out below. This Utilisation Request is deemed to be a Finance Document.


 


Beneficiary


Name


ACN / ABN


Address


 


Amount


Amount of Bank Guarantee (insert total
amount of Bank Guarantee and currency in which it is to be paid)


 


Currency of


 


Amount in words


 


Agreement (insert short description
of agreement between Beneficiary and Borrower giving rise to the Bank Guarantee including any identifying numbers contract or reference
number)


 


Termination date (if appropriate,
insert latest date Bank Guarantee will be in force, otherwise delete)


 


This request is irrevocable.


 


Signed for and on behalf of the Borrower
by its Authorised Officer:


 


	 	 
	Name:	 
	Title:	 
	
        Date:
	 


 




    	© National Australia Bank Limited	86