**Exhibit 10.31**

 

**Corporate Letter of Offer**

 

 

**“CHANNELL BUSHMAN GROUP”**

 

**26 April 2006**

** **

 
| National  Australia Bank Limited ABN 12 004 044 937 |   |  |
|-----------------------------------------------------|--------|--|

 

----

 

**Customers and FacilitySummary**

** **

*We*offer to provide the *facilities*detailed within this *Letter of Offer*to “CHANNELL BUSHMAN GROUP”. A summary of these *facilities* is set out below. *Facilities* marked with a + (if any) are subject to therelevant Multi Option Facility set out in Part 1 of the *Letter of Offer*.

 

**FACILITYSUMMARY**

 
| ***Customer*****:**      | ** ** | **Channell  Bushman Pty Limited** |
|--------------------------|------------|-----------------------------------|
| **ABN:**                 | ** ** | **ABN 99  109 821 614**           |
| ** **               | ** ** | ** **                        |
| Facility Type:           |       | Bill - Floating  Rate             |
| Facility Limit:          |       | $5,600,000                        |
|                     |       |                              |
| Facility Type:           |       | Bill - Floating  Rate             |
| Facility Limit:          |       | $750,000                          |
|                     |       |                              |
| Facility Type:           |       | Bill - Floating  Rate             |
| Facility Limit:          |       | $2,500,000                        |
|                     |       |                              |
| ***Customer*****Total:** | ** ** | **$8,850,000**                    |
| ** **               | ** ** | ** **                        |
| ***Customer*****:**      | ** ** | **Bushmans  Group Pty Limited**   |
| **ABN:**                 | ** ** | **ABN 90  090 744 022**           |
| ** **               | ** ** | ** **                        |
| Facility Type:           |       | Bill - Floating  Rate             |
| Facility Limit:          |       | $3,200,000                        |
|                     |       |                              |
| Facility Type:           |       | Master Asset  Finance Agreement   |
| Facility Limit:          |       | $1,000,000                        |
|                     |       |                              |
| Facility Type:           |       | Business Credit  Card             |
| Facility Limit:          |       | $300,000                          |
|                     |       |                              |
| Facility Type:           |       | Bank Guarantee                    |
| Facility Limit:          |       | $100,000                          |
|                     |       |                              |
| ***Customer*****Total:** | ** ** | **$4,600,000**                    |
| ** **               | ** ** | ** **                        |
| ***Customer*****:**      | ** ** | **Channell  Pty Limited**         |
| **ABN:**                 | ** ** | **ABN 29  002 735 622**           |
| ** **               | ** ** | ** **                        |
| Facility Type:           |       | Master Asset  Finance Agreement   |
| Facility Limit:          |       | $250,000                          |
|                     |       |                              |
| Facility Type:           |       | Bank Guarantee                    |
| Facility Limit:          |       | $375,000                          |
|                     |       |                              |
| ***Customer*****Total:** | ** ** | **$625,000**                      |
| ** **               | ** ** | ** **                        |
| **Group  Total:**        | ** ** | **$14,075,000**                   |

** **

If there is anyinconsistency between the information set out here and that set out in theDetails of Facilities sections of this *Letterof Offer*, then unless specifically provided the Details ofFacilities sections prevail to the extent of that inconsistency.

 

----

 

**Relationship Management**

** **

The banking needs of “CHANNELL BUSHMAN GROUP” will be met by a specialistteam located at the National’s NAB House Sydney location.

 

Through our strong focus on actively managing our relationship with thegroup we will be able to offer a number of benefits through our NAB HouseSydney location:

 

•                       A dedicated Relationship Managerwho your team will be able to deal directly with at times and who will beworking hard to add value to your business and respond quickly to your needs.

 

•                       Your dedicated RelationshipManager will be a central point of contact to access the complete suite ofthe National’s specialised services including Interest Rate Risk Management,Trade Solutions, Leasing and Fleet Services and Wealth Creation.

 

The dedicated team at the NAB House Sydney location isled by:

 
| **•** | **Associate  Director** | ** ** | **Graeme L Johnson**        |
|------------|-------------------------|------------|-----------------------------|
|       | Direct Telephone Number |       | 02 9237-9731                |
|       | Facsimile Number        |       | 02 9237-9752                |
|       | Email                   |       | graeme_l_johnson@nab.com.au |

 
| **•** | **Account Manager**     | ** ** | **Christine Tsang**        |
|------------|-------------------------|------------|----------------------------|
|       | Direct Telephone Number |       | 02 9237-1917               |
|       | Facsimile Number        |       | 02 9237-9752               |
|       | Email                   |       | christine.tsang@nab.com.au |

 

This *Letter of Offer*remains available foracceptance until 15th May 2006 after which time it will, at *our* option, lapse.

 

Thank you for theopportunity to provide the enclosed *Letterof Offer*to the group for its consideration.

 

Yourssincerely,

 
| /s/ Graeme L Johnson             |   |
|----------------------------------|--------|
| **Graeme  L Johnson**            |
| **Senior  Relationship Manager** |

 

----

 

**Table of Contents**

 
| **1**                              | ** ** | **DETAILS OF  FACILITIES – NEW FACILITIES GENERALLY SUBJECT TO THIS LETTER OF OFFER**                  | **2**      |
|------------------------------------|------------|-------------------------------------------------------------------------------------------------------------|------------|
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **2**                              | ** ** | **DETAILS OF  FACILITIES – NEW FACILITIES GENERALLY SUBJECT TO OTHER CONTRACTUAL  DOCUMENTATION**      | **7**      |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **3**                              | ** ** | **DETAILS OF  FACILITIES – EXISTING FACILITIES GENERALLY SUBJECT TO OTHER CONTRACTUAL  DOCUMENTATION** | **8**      |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **4**                              | ** ** | **SECURITY**                                                                                                | **9**      |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **5**                              | ** ** | **ESTABLISHMENT  FEES AND CHARGES**                                                                         | **10**     |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **6**                              | ** ** | **CONDITIONS  PRECEDENT AND OTHER INFORMATION**                                                             | **11**     |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **7**                              | ** ** | **COVENANTS AND  UNDERTAKINGS**                                                                             | **12**     |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **8**                              | ** ** | **GENERAL TERMS  AND CONDITIONS**                                                                           | **13**     |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **9**                              | ** ** | **SPECIFIC  CONDITIONS - BILL FACILITY**                                                                    | **33**     |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **10**                             | ** ** | **SPECIFIC  CONDITIONS – BANK GUARANTEE FACILITY**                                                     | **41**     |
| ** **                         | ** ** | ** **                                                                                                  | ** ** |
| **ACCEPTANCE OF  LETTER OF OFFER** | ** ** | **43**                                                                                                      |
|                                    |            |                                                                                                             |            |  |

 

1

----

 

# **1**                                         Details of Facilities – New facilities generallysubject to this Letter of Offer

 

New*facilities* are detailed below.

 

***Customer*: Channell Bushman Pty Limited**

 

**BillAcceptance/Discount Facility – Floating Rate**

 
| Purpose/Utilisation:                                                           |     | Acquisition Finance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Facility limit:                                                                |     | $                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 5,600,000 (five  million six hundred thousand dollars) |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Expiry Date:                                                                   |     | 31st July 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The Facility is:                                                               |     | an *amortising facility*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Amortisation  Details of Facilities if the Facility is an Amortising Facility: |     | $200,000 per  quarter, commencing on 30th June 2006, then increasing to $400,000 per  quarter from 30th June 2007 until expiry                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Drawdown Periods:                                                              |     | Approximate  period between each *drawdown date*:  90 days                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Yield Rate:                                                                    | * * | *Floating  rate*.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                           | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Floating Rate:                                                                 |     | the rate  (expressed as a percentage yield to maturity and rounded upwards to the  nearest two decimal places) which is the bid rate shown at approximately  10.10 am (Sydney time) on page **BBSY**  on the Reuters Monitor System on the day the *bills*  are to be discounted for *bills*  of like amounts and tenors. If such rate is not available or if, in *our*reasonable opinion, the rate becomes  inappropriate, the *floating rate*  will be the rate reasonably determined by *us*to be the appropriate equivalent rate, having regard to prevailing  market conditions.  The rate as a percentage per annum will be advised following a *drawing* under the *facility.* |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Facility Fee:                                                                  |     | 0.50% per annum  of the *facility limit*, payable  by *you* on a half yearly basis  in advance from the date of acceptance of the *facility.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Activation Fee:                                                                |     | 1.40% per annum  of the face value of each *bill*,  calculated from and including the date *we*  accept the *bill* to the *maturity date* of the *bill*, payable by *you* upon acceptance of each *bill.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Bill Drawdown  Fee:                                                            |     | $150 payable by  you each time we accept bills on a drawdown date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Late  Presentation Fee:                                                        |     | Not  ascertainable - see Special Conditions - Bill Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Default  Interest Rate:                                                        |     | The  total of the *National*’s Base  Lending Indicator Rate, currently 9.85%, plus a customer margin of 1.90% plus  a default margin of 4.00%.Currently  15.75% per annum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Nominated  Account: :                                                          |     | Channell bushman  Pty Limited  082-057 #57189-3025  for the purposes of debiting amounts under this *Agreement* (including the amount of each matured *bill,*interest, fees, charges, taxes,  premiums, *economic costs* and  enforcement expenses.)                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Securities:                                                                    |     | All *securities* detailed in Part 4 with  the exception of the *securities*numbered  8,9&10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Specific  Conditions:                                                          |     | Specific  Conditions – Bill Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

2

----

 

***Customer*: Channell Bushman Pty Limited**

 

**BillAcceptance/Discount Facility – Floating Rate**

 
| Purpose/Utilisation:                                                           |     | Fund ‘Earn-Out’ associated with the  acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Facility  limit:                                                               |     | $750,000  (seven hundred and fifty thousand dollars)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Expiry Date:                                                                   |     | 31st July 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Last Date for Drawdown:                                                        |     | 31st July 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The Facility is:                                                               |     | an *amortising facility*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Amortisation  Details of Facilities if the Facility is an Amortising Facility: |     | $63,000 per  quarter, commencing 30th June 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Drawdown Periods:                                                              |     | Approximate  period between each *drawdown date*:  90 days                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Yield Rate:                                                                    | * * | *Floating  rate*.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                           | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Floating Rate:                                                                 |     | the rate  (expressed as a percentage yield to maturity and rounded upwards to the  nearest two decimal places) which is the bid rate shown at approximately  10.10 am (Sydney time) on page **BBSY**  on the Reuters Monitor System on the day the *bills*  are to be discounted for *bills*  of like amounts and tenors. If such rate is not available or if, in *our*reasonable opinion, the rate becomes  inappropriate, the *floating rate*  will be the rate reasonably determined by *us*to be the appropriate equivalent rate, having regard to prevailing  market conditions.  The rate as a percentage per annum will be advised following a *drawing* under the *facility.* |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Facility Fee:                                                                  |     | 0.50% per annum  of the *facility limit*, payable  by *you* on a half yearly basis  in advance from the date of acceptance of the *facility.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Activation Fee:                                                                |     | 1.40% per annum  of the face value of each *bill*,  calculated from and including the date *we*  accept the *bill* to the *maturity date* of the *bill*, payable by *you* upon acceptance of each *bill.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Bill Drawdown  Fee:                                                            |     | $150 payable by  you each time we accept bills on a drawdown date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Late  Presentation Fee:                                                        |     | Not  ascertainable - see Special Conditions - Bill Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Default  Interest Rate:                                                        |     | The  total of the *National*’s Base  Lending Indicator Rate, currently 9.85%, plus a customer margin of 1.90% plus  a default margin of 4.00%.Currently  15.75% per annum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Nominated  Account:                                                            |     | Channell bushman  Pty Limited  082-057 #57189-3025  for the purposes of debiting amounts under this *Agreement* (including the amount of each matured *bill,*interest, fees, charges, taxes,  premiums, *economic costs* and  enforcement expenses.)                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Securities:                                                                    |     | All *securities* detailed in Part 4 with  the exception of the *securities*numbered  8, 9&10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Specific  Conditions:                                                          |     | Specific  Conditions – Bill Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

3

----

 

***Customer*: Channell Bushman Pty Limited**

 

**BillAcceptance/Discount Facility – Floating Rate**

 
| Purpose/Utilisation:                                                           |     | Capital Expenditure for the Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Facility  limit:                                                               |     | $2,500,000  (two million five hundred thousand dollars)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Expiry Date:                                                                   |     | 31st July 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The Facility is:                                                               |     | an *amortising facility*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Amortisation  Details of Facilities if the Facility is an Amortising Facility: |     | Subject to cash  flows, but with view of amortising each drawing over a maximum term of four  years. Noting current drawing the facility should amortise by $20,000 per  quarter commencing on 30th June 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Drawdown Periods:                                                              |     | Approximate  period between each *drawdown date*:  90 days                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Yield Rate:                                                                    | * * | *Floating  rate*.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                           | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Floating Rate:                                                                 |     | the rate  (expressed as a percentage yield to maturity and rounded upwards to the  nearest two decimal places) which is the bid rate shown at approximately  10.10 am (Sydney time) on page **BBSY**  on the Reuters Monitor System on the day the *bills*  are to be discounted for *bills*  of like amounts and tenors. If such rate is not available or if, in *our*reasonable opinion, the rate becomes  inappropriate, the *floating rate*  will be the rate reasonably determined by *us*to be the appropriate equivalent rate, having regard to prevailing  market conditions.  The rate as a percentage per annum will be advised following a *drawing* under the *facility.* |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Facility Fee:                                                                  |     | 0.50% per annum  of the *facility limit*, payable  by *you* on a half yearly basis  in advance from the date of acceptance of the *facility.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Activation Fee:                                                                |     | 1.40% per annum  of the face value of each *bill*,  calculated from and including the date *we*  accept the *bill* to the *maturity date* of the *bill*, payable by *you* upon acceptance of each *bill.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Bill Drawdown  Fee:                                                            |     | $150 payable by *you* each time *we* accept *bills*  on a *drawdown date*.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Late  Presentation Fee:                                                        |     | Not  ascertainable - see Special Conditions - Bill Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Default  Interest Rate:                                                        |     | The  total of the *National*’s Base  Lending Indicator Rate, currently 9.85%, plus a customer margin of 1.90% plus  a default margin of 4.00%. Currently 15.75% per annum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Nominated  Account:                                                            |     | Channell bushman  Pty Limited  082-057 #57189-3025   for the purposes of debiting amounts under this *Agreement* (including the amount of each matured *bill,*interest, fees, charges, taxes,  premiums, *economic costs* and  enforcement expenses.)                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Securities:                                                                    |     | All *securities* detailed in Part 4 with  the exception of the *securities*numbered  8, 9&10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Specific  Conditions:                                                          |     | Specific  Conditions — Bill Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

4

----

 

***Customer*: Bushmans Group Pty Limited**

 

**BillAcceptance/Discount Facility – Floating Rate**

 
| Purpose/Utilisation:    |     | Working Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------------------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Facility limit:         |     | $3,200,000  (three million two hundred thousand dollars)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Expiry Date:            |     | 30th November 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The Facility is:        |     | a *non-amortising*  *facility*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Drawdown Periods:       |     | Approximate  period between each *drawdown date*:  30 days                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Yield Rate:             | * * | *Floating  rate*.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                    | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Floating Rate:          |     | the rate  (expressed as a percentage yield to maturity and rounded upwards to the  nearest two decimal places) which is the bid rate shown at approximately  10.10 am (Sydney time) on page **BBSY**  on the Reuters Monitor System on the day the *bills*  are to be discounted for *bills*  of like amounts and tenors. If such rate is not available or if, in *our*reasonable opinion, the rate becomes  inappropriate, the *floating rate*  will be the rate reasonably determined by *us*to be the appropriate equivalent rate, having regard to prevailing  market conditions.  The rate as a percentage per annum will be advised following a *drawing* under the *facility.* |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Facility Fee:           |     | 0.50% per annum  of the *facility limit*, payable  by *you* on a half yearly basis  in advance from the date of acceptance of the *facility.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Activation Fee:         |     | 1.40% per annum  of the face value of each *bill*,  calculated from and including the date *we*  accept the *bill* to the *maturity date* of the *bill*, payable by *you* upon acceptance of each *bill.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Bill Drawdown  Fee:     |     | $150 payable by *you* each time *we* accept *bills*  on a *drawdown date*.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Late  Presentation Fee: |     | Not  ascertainable - see Special Conditions - Bill Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Default  Interest Rate: |     | The  total of the *National*’s Base  Lending Indicator Rate, currently 9.85%, plus a customer margin of 1.90% plus  a default margin of 4.00%.Currently  15.75% per annum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Nominated  Account:     |     | Bushmans Group  Pty Limited  082-057 #57132-0868  for the purposes of debiting amounts under this *Agreement* (including the amount of each matured *bill,*interest, fees, charges, taxes,  premiums, *economic costs* and  enforcement expenses.)                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Securities:             |     | All *securities* detailed in Part 4 with  the exception of the *securities*numbered  7, 9&10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Specific  Conditions:   |     | Specific  Conditions – Bill Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

5

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***Customer*: Bushmans Group Pty Limited**

 

**Bank Guarantee Facility**

 
| Purpose/Utilisation:  |   | Performance  Guarantee                                                                                            |
|-----------------------|--------|-------------------------------------------------------------------------------------------------------------------|
|                  |   |                                                                                                              |
| Facility limit:       |   | $100,000 (one  hundred thousand dollars0                                                                          |
|                  |   |                                                                                                              |
| Expiry Date:          |   | 30th November 2006                                                                                           |
|                  |   |                                                                                                              |
| Issuing Fee:          |   | 1.80% of the  face value of each *bank guarantee*  payable on issue                                               |
|                  |   |                                                                                                              |
| Half Yearly Fee:      |   | 3.60% of the  face value of each *bank guarantee,*  payable half yearly in arrears from issue                     |
|                  |   |                                                                                                              |
| Securities:           |   | All *securities* detailed in Part 4 with  the exception of the *securities*numbered  1,3,4,5,6,7,8,9&10. |
|                  |   |                                                                                                              |
| Specific  Conditions: |   | Specific  Conditions – Bank Guarantee Facility                                                               |

 

***Customer*: Channell Pty Limited**

 

**Bank Guarantee Facility**

 
| Purpose/Utilisation:  |   | Performance  Guarantee                                                                                            |
|-----------------------|--------|-------------------------------------------------------------------------------------------------------------------|
|                  |   |                                                                                                              |
| Facility limit:       |   | $100,000 (one  hundred thousand dollars0                                                                          |
|                  |   |                                                                                                              |
| Expiry Date:          |   | 30th November 2006                                                                                           |
|                  |   |                                                                                                              |
| Issuing Fee:          |   | 1.80% of the  face value of each *bank guarantee*  payable on issue                                               |
|                  |   |                                                                                                              |
| Half Yearly Fee:      |   | 3.60% of the  face value of each *bank guarantee,*  payable half yearly in arrears from issue                     |
|                  |   |                                                                                                              |
| Securities:           |   | All *securities* detailed in Part 4 with  the exception of the *securities*numbered  1,2,4,5,6,7,8,9&10. |
|                  |   |                                                                                                              |
| Specific  Conditions: |   | Specific  Conditions – Bank Guarantee Facility                                                               |

 

6

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# **2**                                         Details of Facilities – New facilities generallysubject to other contractual documentation

# ** **

New*facilities*generally subject toother contractual documentation are summarised below. Refer to Section B1of the General Terms and Conditions for how this *Letter of Offer*applies to them.

 

Not Applicable

 

7

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# **3**                                         Details of Facilities – Existing facilities generallysubject to other contractual documentation

# ** **

Existing *facilities* generally subject to othercontractual documentation are summarised below. Refer to Section B1 of the General Terms and Conditions for howthis *Letter of Offer*applies tothem.

 

***Customer*: Bushmans Group Pty Limited**

 

**MasterAsset Finance Agreement Facility**

 
| Purpose/Utilisation: |   | Capital  Expenditure – Motor Vehicles                                                                   |
|----------------------|--------|--------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                         |
| Facility limit:      |   | $                                                                                                            | 1,000,000 |
|                 |   |                                                                                                         |
| Expiry Date:         |   | 30th November 2006                                                                                      |
|                 |   |                                                                                                         |
| Repayments:          |   | Subject to  negotiation at time of drawing.                                                                  |
|                 |   |                                                                                                         |
| Residual:            |   | Subject to  negotiation at time of drawing.                                                                  |
|                 |   |                                                                                                         |
| Securities:          |   | All *securities* detailed in Part 4 with  the exception of *securities*  numbered 1,3,4,5,6,7,8&10. |

 

***Customer*: Bushmans Group Pty Limited**

 

**BusinessCredit Card Facility**

 
| Purpose/Utilisation: |   | Business Credit  Cards                                                                                         |
|----------------------|--------|----------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                           |
| Facility limit:      |   | $300,000)three  hundred thousand dollars)                                                                      |
|                 |   |                                                                                                           |
| Expiry Date:         |   | 30th November 2006                                                                                        |
|                 |   |                                                                                                           |
| Repayments:          |   | Cleared to  working account monthly.                                                                           |
|                 |   |                                                                                                           |
| Securities:          |   | All *securities* detailed in Part 4 with  the exception of *securities*  numbered 1,3,4,5,6,7,8,9&10. |

 

***Customer*: Channell Pty Limited**

 

**MasterAsset Finance Agreement Facility**

 
| Purpose/Utilisation: |   | Capital Expenditure                                                                                         |
|----------------------|--------|-------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                        |
| Facility limit:      |   | $250,000 (two  hundred and fifty thousand dollars)                                                          |
|                 |   |                                                                                                        |
| Expiry Date:         |   | 30th November 2006                                                                                     |
|                 |   |                                                                                                        |
| Repayments:          |   | Subject to  negotiation at time of drawing.                                                                 |
|                 |   |                                                                                                        |
| Residual:            |   | Subject to  negotiation at time of drawing.                                                                 |
|                 |   |                                                                                                        |
| Securities:          |   | All *securities* detailed in Part 4 with  the exception of *securities*  numbered 1,2,4,5,6,7,8&9. |

 

8

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# **4**                                         Security

# ** **

The *Customer* must provide, and must ensurethat each *security provider*provides, all the following *securities*in a form and substance satisfactory to *us*(if the *Customer* or the *security provider* has not already doneso). The taking of any new *securities*detailed below does not prejudice or waive our right to rely upon, and enforce,earlier *securities*.

 

**Registered Mortgage Debentures**

** **

Over the whole of thecompany assets including goodwill and uncalled capital and called but unpaidcapital together with relative insurance policy assigned to the NationalAustralia Bank Limited given by.

 

1.               ChannellBushman Pty Limited ABN 99 109 821 614

2.               Bushmans*Group*PtyLimited ABN 90 090 744 022

3.               ChannellPty Limited ABN 29 002 735 622

4.               BushmansEngineering Pty Limited ABN 49 074 185 461

5.               PolyribTanks Pty Limited ABN 49 062 942 661

6.               AustralianBushman Tanks Pty Limited ABN 21 058 504 108

 

**Guarantees and Indemnities**

** **

7.               Insupport of Channell Bushman Pty Limited for $8,850,000 and other liabilitiesgiven by:- Bushmans *Group*Pty Limited, Channell Pty Limited, BushmansEngineering Pty Limited, Polyrib Tanks Pty Limited and Australia Bushman TanksPty Limited

 

8.               Insupport of Bushmans *Group*Pty Limited for $3,200,000 and other liabilities givenby:- Channell Bushman Pty Limited, Channell Pty Limited, Bushmans EngineeringPty Limited, Polyrib Tanks Pty Limited and Australian Bushman Tanks Pty Limited

 

9.               MasterAsset Finance Agreement for $1,000,000 on account of Bushmans *Group*PtyLimited.

 

10.         MasterAsset Finance Agreement for $250,000 on account of Channell Pty Limited

 

9

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# **5**                                         Establishment Fees and Charges

# ** **

**The*Customer* agrees to pay thefollowing fees and charges immediately on acceptance of this *Letter of Offer* or as otherwise agreed inwriting:**

 

Not Applicable

 

Any additional costincurred for the use of external solicitors and consultants will be borne bythe *Customer*.

 

These fees and chargesare in addition to any fees set out in the Details of Facilities or SpecificConditions, and any fees listed in the *National*’s“A Guide to Fees and Charges” (Business) book and the *National’s* “A Guide to Fees and Chargesfor International Trade Services” as amended from time to time.

 

Other fees andcharges may be payable as set out in this *Agreement*.

 

10

----

 

# **6**                                         Conditions Precedent and other information

 

11

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# **7**                                         Covenants and Undertakings

# ** **

**Financial Covenants**

** **

*You*undertaketo comply with the following financial covenants at all times.

 

These financialcovenants are to be assessed and reported as detailed below.

 

**Interest Cover**

** **

Minimum *interest cover*of5 times as measured for the three-month period ending on 30/06/2006 andthereafter quarterly for Channel Bushman Pty Ltd (Consolidated) and ChannellPty Ltd - consolidated.

 

**Gearing/Leverage**

** **

Debt to *EBIT: Outstanding balance of Bank Billsand Leasing (but excluding subordinated or related party debt) is not to exceedthree times EBIT* for Channell Bushman Pty Ltd (Consolidated)and Channell Pty Ltd - consolidated*. Measured quarterly and based on a three-monthperiod only with EBIT annualised, commencing 30th June 2006.*

 

**Reporting Covenants**

** **

*You*undertaketo comply with the following reporting covenants at all times.

 

These reportingcovenants are to be assessed and reported as detailed below.

 

**Annual Accounts (Audited - Excluding Cashflow)**

** **

Within 120 days ofthe close of each financial year, a copy of the audited annual report orbalance sheet and profit & loss account for Channell Bushman Pty Ltd(Consolidated) and Channell Pty Ltd.

 

**Interim Accounts (Including Cashflow)**

** **

Within 30 days ofthe close of each quarter, a copy of *your*quarterly managementaccounts including balance sheet, profit & loss account and cashflowstatement for Channell Bushman Pty Ltd (Consolidated) and Channell Pty Ltd.Commentary is to be provided on any negative variance greater than 10% onsales, gross profit, operational expenses and EBIT, negative variances greaterthan 15% will constitute a right of review.

 

**Interim Compliance Certificate**

** **

Within 30 days ofthe close of each quarter a compliance certificate for Channell Bushman Pty Ltd(Consolidated) and Channell Pty Ltd signed by one or two of *your*directorsor authorised representatives as appropriate, detailing as at the end of eachquarter compliance with the covenants and undertakings detailed in this *Agreement*forChannell Bushman Pty Ltd (Consolidated) and Channell Pty Ltd.

 

**Actual to projected cash flow variance**

** **

Within 30 days ofthe close of each quarter, a copy of *your*quarterly actual toprojected cashflow reports to be provided with commentary on all variancesgreater than 10% for Channell Bushman Pty Ltd (Consolidated) and Channell PtyLtd.

 

**Specific Reporting Covenants**

** **

Annual three-wayforecast (incorporating balance sheet, profit & loss and cash flow)are to be provided prior to commencement of each financial year on account ofChannell Bushman Pty Ltd (Consolidated) and Channell Pty Ltd.

 

12

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# **8**                                         General Terms and Conditions 

 

**Section A: New Facilities**

 

The following GeneralTerms and Conditions apply to *facilities*detailedin Part 1 of this *Letter of Offer*.

 

**A1****                      Using afacility**

 

**A1.1****            General**

 

*We* agree to make each *facility* available to *you* in accordance with this *Agreement*.

 

**A1.2****            Conditions of use of afacility**

 

(a)                        *You*do not need to use any *facility*but if *you*wish to do so, unless *we*otherwise agree, *you*may onlyuse a *facility* if *you*comply with:

 

(i)                          theconditions precedent and financial, reporting and other covenants in this *Agreement*which apply generally or inrelation to that *facility* (ifany); and

 

(ii)                       anyconditions *we*impose on making *facilities* or the particular *facility* available.

 

(b)                       Inaddition, if the Specific Conditions say so, *we*may approve or reject each *drawing*or other use of a *facility*in*our* discretion.

 

**A2****                      Paymentobligations**

 

**A2.1****            Your Repayments**

 

Without limiting clause A2.2, *you* must pay to *us* the *facilityamount owing* for each *facility*,including, without limitation, all *drawings*andany other amounts *you*receivefrom *us*under a *facility*,**and any interest charges as set out in this *Agreement,*including, without limitation:

 

(a)                        anyamount drawn on a *facility* inexcess of its *facility limit*,immediately, unless *we*otherwiseagree in writing; and

 

(b)                       the*facility amount owing*onthe *expiry date* of that *facility*, unless *we*otherwise agree in writing; and

 

(ci)                     the *facility amount owing*forthat *facility,*if a *facility* is cancelled by *you* or by *us*pursuant to this *Agreement*,subject to the Specific Conditions for that *facility.*

 

**A2.2****            What the *Customer*must pay**

 

Without limiting clause A2.1, the *Customer* must pay the *total amount owing* as provided in this *Agreement*.

 

**A2.3****            Fees charges and otherpremiums**

 

(a)                        The*Customer* agrees to pay to *us* (unless *we* otherwise agree in writing) and in relation to thirdparties, the *Customer* agrees toindemnify *us*against, all feesand charges and premiums, set out or provided for in this *Agreement* in accordance with this *Agreement.*

 

(b)                       Feesand charges, unless otherwise agreed, are not charged on a pro-rata basis and,once paid, are not refundable in whole or in part.

 

(c)                        Withoutlimiting clause A2.3(a) of these General Terms and Conditions, the *Customer* must (when *we* specify) pay *us* and, in relation to payments to third parties, the *Customer* agrees to indemnify *us* against:

 

(i)                          anamount equal to any *Taxes* andfees (including registration fees) which becomes payable, or that *we* reasonably believe are payable, inconnection with, this *Agreement*,(including, without limitation, on any document issued under or in connectionwith this *Agreement* such as a *bank guarantee*and any *securities*), calculated in accordance withthe relevant legislation. These are payable whether or not the *Customer* is primarily liable for such *Taxes* and fees; and

 

(ii)                       if*we* are liable to pay *GST*on a supply (as defined in relevantlegislation) (“the supply”) made in connection with this *Agreement*, an additional amount equal tothe consideration payable for the supply multiplied by the prevailing *GST* rate; and

 

(iii)                    when *we* ask, *our**costs* and remuneration or any *receiver*’s *costs* and remuneration; and

 

(iv)                   anyreasonable *costs**we* reasonably incur in connection with orarising out of or contemplated by this *Agreement*,such as:

 

(A)                    preparing,negotiating, executing, accepting, arranging, administering, enforcing orterminating a *facility* or this *Agreement* including all *costs* incurred;

 

13

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(B)                      exercising,enforcing or preserving rights (or considering or attempting to do so) in connectionwith this *Agreement* or a *security*.

 

(d)                       Forthe avoidance of doubt, references to *costs*inclause A2.3 of these General Terms and Conditions includes a reference to all *costs* incurred:

 

(i)                          inrespect of all transactions (including, without limitation all payments,receipts and the banking thereof); or

 

(ii)                       inconnection with any finance under a *facility*which the *Customer* requested notbeing provided in accordance with the *Customer’s*request for any reason (other than *our*default); or

 

(iii)                    in connection with any *bank guarantee, letter of credit* or *bill* or any claim by a *beneficiary* under a *bank guarantee* or *letter of credit* or in connection with a *bill*; or

 

(iv)                   ifthe *Customer* is *insolvent* (including the amount of allmoneys *we* are liable to pay undera *bank guarantee*or *letter of credit*); or

 

(v)                      ifthe *Customer* or a *security provider* is in default under a *facility*;

 

(vi)                   inconnection with any person (such as any *receiver*or attorney) exercising or not exercising rights under this *Agreement*; or

 

(vii)                under any indemnity *we* give a *receiver*appointed under any *security* inrelation to this *Agreement*; or

 

(viii)             as a result of anything that the*Customer* has agreed to do or that *we* require the *Customer*to do in relation to a *facility*.

 

**A2.4****            Default Interest andIrregular Account Fees**

 

**If any amount is not paid to *us*when it is due (including if *you*overdraw a *facility*, with orwithout *our* prior agreement, and *you* do not immediately repay the amountoverdrawn, or if the *Customer* isin default and the *total amount owing*is immediately due and payable and the *Customer*does not immediately pay that amount):**

** **

(a)                                  *we*may in *our* absolute discretion charge the *Customer* and the *Customer* will be liable to pay defaultinterest on that amount until it is paid or the amount is otherwise no longeroutstanding.

 

Defaultinterest is calculated daily at the *defaultinterest rate* (if any) and is due and payable monthly, on closure ofany *account* relating to the *facility*, when the *facility amount owing* is paid or otherwiseon demand.

 

The *default interest rate* for a *facility* is a variable rate and may changeduring the term of the *facility*.The current *default interest rate*for a *facility* is detailed inDetails of Facilities sections of this *Agreement,*or is as notified by *us* to the *Customer* from time to time. If no suchrate is detailed or notified, the *Customer*agrees to pay whichever is the higher of the interest rate**payable under the *facility* on that amount or the interestrate or the *default interest rate*on the *account* to which thatoverdue amount is debited under this *Agreement.*

 

The *Customer* will be notified of any changesto the *default interest rate* inaccordance with clause A5.2 of these General Terms and Conditions.

 

(b)                                 The*Customer* authorises *us*to, and *we* may either;

 

(i)                                     debitany default interest payable by *you*orthe *Customer* as and when it isdue and payable to (in *our*discretion) the *nominated account*,or another *account* in the name ofthe *Customer* whether opened by *you* or *us*;or

 

(ii)                                  otherwisecapitalize any default interest payable by *you*or the *Customer* as andwhen it is due and payable (in *our*discretion).

 

*You*will then beliable for interest under this clause on that debited or capitalized amount.

 

(c)                                  AnIrregular Account Fee may be payable as detailed in the *National’s* “A Guide to Fees and Charges”(Business) book (as amended from time to time). If the fee applies, it ispayable immediately.

 

Nothingin this clause A2.4 relieves the *Customer*of its obligation to make payments as and when due.

 

**A2.5****            Establishing accountsand accounting for transactions**

 

(a)                        *You* authorise *us* to open any *accounts*asrequired in connection with a*facility*anddebit amounts to them in accordance with this *Agreement*.

 

14

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(b)                       Unlessotherwise specifically provided *we*may debit any amounts payable in connection with this *Agreement*or the *facilities*to any *account* of *yours**we*decide or apply any payment in connection with this *Agreement* towards satisfying obligations under this *Agreement* as *we* see fit.

 

(c)                        Ifthe *Agreement* states that amountswill be debited to a *nominated account*or any *account**you* have with *us*, then *you*irrevocably authorise *us* to debitthese amounts to the relevant *account*even if it causes the account to become overdrawn. Alternatively, if a *nominated account* has insufficient clearedfunds, *we* may debit thoseamounts to any *account* of *yours**we*decide.

 

(d)                       Where*we* debit amounts pursuant to thisclause to an *account* (including a*nominated account*) *you* have with *us,* opened by:

 

(i)                          *you*, then, to the extent that *account* is or becomes overdrawn because ofamounts debited under this clause, *you*must pay *us* interest (includingdefault interest if applicable) on the overdrawn amount in accordance with theterms of that *account*; or

 

(ii)                       *us*, *you*must pay *us* interest charges onthe overdrawn balance of that *account*at the *default interest rate* or,if there is none, the interest rate on that *account*.

 

(e)                        *We* generally give *you* statements for each *account*under a *facility*which is an overdraft*,*at least every three months unless otherwise agreed. If *we* are not required by law or under theCode of Banking Practice to give *you*a statement, *we* may choosenot to.

 

**A2.6****            How to pay amounts**

 

(a)                        The*Customer*authorises *us* to debit to the *nominated account*, or if no such *account* is nominated or if there areinsufficient cleared funds in the *nominatedaccount*, to debit to any other *account*the *Customer* has with *us*:

 

(i)                          anyfees, charges or premiums payable under this *Agreement*and any other standard service fees (the amount and nature of which aredetailed in the *National*’s “AGuide to Fees and Charges” (Business) book and in the *National’s* “A Guide to Fees and Chargesfor International Trade Services” (as amended from time to time)) on or afterthe date they become due; and

 

(ii)                       anyamounts payable under clause A2.3(c) of these General Terms and Conditionson or after the date *we* pay themor the date they become due or payable by the *Customer*or *us* (whichever is earlier).

 

**(b)**                       The *Customer*undertakes that it will pay *us*all amounts payable under this *Agreement*in Australian dollars and in immediately available funds unless otherwiseagreed.

** **

(c)                        Ifa payment is due on a day which is not a *bankingday*, the *Customer* may makethe payment on the next *banking day*,unless the payment is due in advance in which case the *Customer* must make the payment on thepreceding *banking day*.

 

(d)                       The*Customer* must make all paymentswithout set-off or counter-claim, and be free and clear of any withholding ordeduction for taxes, levies, imposts or government charges of any kind unlessprohibited by law. *You* agree thatif a law requires *you* to withholdor deduct any withholding tax from a payment relating to a *facility*so that *we* would not actually receive for *our* own benefit on the due date the fullamount provided for under the *facility*,then:

 

(i)                          theamount payable by *you* isincreased so that, after making that deduction and deductions applicable toadditional amounts payable under this clause, *we*are entitled to receive the amount *we*would have received if no deductions had been required; and

 

(ii)                       *you* must make the deductions; and

 

(iii)                    *you*must pay the full amount deducted to the relevant authority in accordance withapplicable law and deliver the original receipts to *us*.

 

**A3****                      Economiccosts**

 

**Warning:***economiccosts* can be high and will increase the amount *you* owe *us*.*You* can obtain an estimate ofapplicable *economic costs*at anytime by contacting *us*.

 

**A3.1****            When economic costsare payable**

 

(a)                        *You*must pay to *us economic costs*whenever an *economic event*occurs in relation to a *facility*.

 

(b)                       *You*must pay *us*the amount of any *economiccosts*notified to *you*when*we*specify.

 

15

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**A3.2****            Economic events**

 

(a)                        An*economic event* is taken to haveoccurred in relation to a *facility*if:

 

(i)                          the*facility* is cancelled for anyreason, or the *facility limit*isreduced for any reason other than on its *expirydate*(if any); or

 

(ii)                       *you* change the *facility*from a fixed *interestrate* or to a variable *interestrate* before the end of a *fixedrate* period; or

 

(iii)                    *you*are in default, or the *totalamount owing*becomes repayable and *we*elect to treat it as an *economic event*;or

 

(iv)                   theaggregate face value of *bills*outstanding under the *facility*atany time for any reason is less than the *facilitylimit*prevailing at the time; or

 

(v)                      *we*are for any reason no longer obliged toaccept, discount or endorse *bills*under the *facility*;

 

(vi)                   anypayment is made or required to be made under the *facility*in respect of any *bill*for any reason other than on its *maturitydate*.

 

**A3.3****            Calculation ofeconomic costs**

 

(a)                        *We* determine any *economic costs* arising under the *facility* by determining *our* reasonable estimate of the *costs* and losses incurred by *us* (including, without limitation, loss ofprofits, fees, charges and premiums) in connection with an *economic event* including, withoutlimitation, any amount determined by *us*to have been suffered or incurred by *us*by reason of:

 

(i)                          inrelation to a *facility* other thana *bill**facility*, a loss or reduction of profits or return or other *costs*, (representing the differencebetween *our* cost of funds at thestart of the relevant *fixed rate*period) and *our* cost of funds atthe date of the *economic event*over the remainder of that period. This is then discounted back to the netpresent value at the rate equivalent to *our*cost of funds at that date; or

 

(ii)                       inrelation to a *bill**facility*, a loss or reduction of profitsor return or other *costs* associatedwith the difference between the rates applicable to *bills* under the *facility*and the rates applicable to *bills**we* would offer to enter into aspecified new transaction when the *economicevent* occurs. The new specified transaction is a transaction:

 

(A)                    witha customer equivalent to *you*;

 

(B)                      foran amount of approximately the same amount as *you*pay, fail to pay or draw or are required to pay and;

 

(C)                      fora term approximately equal to the period from when the *economic event* occurs to the date *we* assumed that amount would otherwise bedue for payment,

 

(assuming, where appropriate, that *replacement**bills* are drawn and accepted,discounted or endorsed by *us* inrespect of that amount); or

 

(iii)                    the liquidation of deposits orother funds, or the termination or reversing of any swap or option agreement orother agreement or arrangement entered into by *us*(either generally in the course of *our*business or specifically in connection with this *Agreement*) to fund or maintain the *facility* or to hedge, fix or limit *our* effective cost of funding in relationto the *facility*.

 

**A4****                      Top upsecurity and other co-operation**

 

The *Customer* must:

 

(a)                        provide*us* with any additional *security**interest**we* reasonably request (includingwithout limitation a guarantee and indemnity or a mortgage of additionalproperty) if *we* determine thatthe value of the *security*materially decreases (as determined by *us*):

 

(b)                       give*us* promptly any information ordocuments *we* reasonably ask forin connection with this *Agreement*(including about the *Customer’s*orany*security provider’s* financialposition) in any form *we*specify;

 

(c)                        doanything (such as producing and signing documents) *we* reasonably require to give full effect to this *Agreement* and the *securities*; and

 

(d)                       notify*us* promptly if the *Customer*changes its address.

 

**A5****                      Variations**

 

**A5.1****            What we can change**

 

*We* can, at any time:

 

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(a)                        introducea new fee, charge or premium;

 

(b)                       varythe amount of a fee, charge or premium, the way in which it is calculated orwhen it is charged;

 

(c)                        varythe interest rate or the *default interestrate* (except a fixed interest rate during a *fixed rate* period) including by changingthe relevant indicator rate, Customer Margin or Default Margin (including bymaking the margin positive or negative) or by substituting a differentindicator rate for the relevant indicator rate, or by introducing or varyingany conditions to which the application of the *interestrate* or the *default interest rate*or any margin included in any of them is or may become subject orsuspending, withdrawing or re-introducing its application to the *interest rate*;

 

(d)                       changethe way in which interest, or default interest, is calculated and when it isdebited; and

 

(e)                        changeany of the other provisions of this *Agreement*as a result of a change to any law affecting this *Agreement*.

 

**A5.2****            How we will notify youof changes**

 

*We* will notify the *Customer* of any changes *we* make under clause A5.1 of these GeneralTerms and Conditions as follows:

 

(a)                        *we* will give the *Customer*at least 30 days’ prior writtennotice if *we* introduce a fee,charge (other than a government charge) or premium, vary the method by whichinterest is calculated or vary the frequency with which interest is debited,unless *we* cannot reasonablylocate the *Customer;*

 

(b)                       *we* will notify the *Customer*of the introduction of, or anychange to, a government charge payable by writing to the *Customer* or by advertisement in thenational or local media, unless the government has publicised the introductionor change;

 

(c)                        ratesfor *bills* and *trade finance facilities* are notified as aset out in the Details of Facilities for that *facility*.

 

(d)                       *we* will notify the *Customer* of any change that relates to achange in an interest rate that is not set by *us*(such as a money market rate or some other external reference rate) by the *Customer* by writing to the *Customer*or by advertisement in thenational or local media within a reasonable period of the change being made,unless another entity has publicised the change; and

 

(e)                        *we* will notify the *Customer*of any other variation, bywriting to the*Customer* or byadvertisement in the national or local media no later than the date thevariation takes effect.

 

**A6****                      Change ofCircumstances - Illegality**

 

If as a result of a *changein relevant regulation*, *we*determine that it is, or has become apparent that it will become, contrary tothat *relevant regulation* for:

 

(a)                        *us* to fund, provide or maintain a *facility* or otherwise observe or giveeffect to *our* obligations under a*facility*; or

 

(b)                       aperson from whom *we* have raisedor propose to raise money in connection with a *facility*to fund, provide or maintain that money,

 

then:

 

(c)                        *we* are no longer obliged to provide any *drawing* or other financial accommodation undera *facility*;

 

(d)                       allamounts payable under each *facility*,including an amount equal to the total face value of all *bills* accepted, discounted or endorsed by *us* and the face value of each *letter of credit* issued by *us* which remain outstanding, are due andpayable by *you* to *us* on demand; and

 

(e)                        *we* may debit any of *your**accounts*(including in the case of a *bill**facility*the *nominated account*) with the *facility**amount owing* under a *facility*.

 

**A7****                      Change ofCircumstances – Increased Costs**

 

(a)                        Thisclause applies if *we* determinethat in *our* opinion any order ofany court or *change in relevant regulation*will:

 

(i)                          subject*us* to any taxes or duties withrespect to any *facility* or any part thereofor change the basis of taxation of *us*for payments hereunder (except for taxes or a change in the rate of tax on *our* overall net income imposed by anytaxing authority having the power to levy taxes on *us*); or

 

(ii)                       impose,modify or deem applicable any reserve, *capitaladequacy* and/or liquidity adequacy requirements against any of *our* assets, deposits with *us* or *our*account, or loans by *us*; or

 

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(iii)                    impose on *us* any other condition with respect tothis *Agreement* or the obligationsassumed by *us* under it; and

 

as a resultthere is:

 

(iv)                   anincrease in the cost to *us* ofmaking available or maintaining the *facility*;or

 

(v)                      areduction in the amounts receivable or permitted to be received in respect ofany *facility* or any other paymentdue to *us* in connection with any *facility*,

 

by an amountwhich *we* consider to be material.

 

(b)                       Ifthis clause applies:

 

(i)                          *we* will use *our* best efforts to promptly notify *you* in writing of the happening of suchevent;

 

(ii)                       *we* will use reasonable endeavours toeliminate or at least mitigate the foregoing adverse consequences in a mannerwhich does not give rise to costs or other adverse consequences for *you* or *us*;and

 

(iii)                    *you*will indemnify *us* for any losssuffered by *us* as a result of theincrease in cost or reduction in the amounts received or permitted to bereceived, and will pay to *us* ondemand such amount as *we* requireto compensate *us* in respect ofsuch additional cost or reduced receipts.

 

**A8****                      Events ofDefault**

 

**A8.1****            When are you indefault?**

 

The *Customer* is in default if:

 

(a)                        the*Customer* does not pay on time anyamount due under this *Agreement*or another *financial accommodation*agreement it has with *us*or anyother person who provides financial accommodation to it; or

 

(b)                       the*Customer* does something it agreesnot to do, or does not do something it agrees to do under this *Agreement* or another agreement it has with*us* (including if an amount is oris to be debited under this *Agreement*to an *account* nominated for anypurpose under this *Agreement* andthere are insufficient cleared funds in that *nominatedaccount* to meet that debit); or

 

(c)                        anevent occurs which would allow *us*to terminate any other agreement, or terminate a transaction under any otheragreement, the *Customer* has with *us*; or

 

(d)                       the*Customer* is in breach of a covenantor undertaking set out in this *Agreement;*or

 

(e)                        the*Customer* or another person gives *us* information, or makes a representationor warranty, which *we* reasonablybelieve to be incorrect or misleading in a material respect when made or deemedto be repeated in connection with this *Agreement*or another agreement it has with *us,*orany of the *Customer’s*representations and warranties in Part B5 of the General Terms andConditions are not true and correct; or

 

(f)                          *we* reasonably believe the *Customer*has**acted fraudulently in connection with this *Agreement* or another agreement with *us*; or

 

(g)                       the*Customer* becomes *insolvent* or steps are taken to make itso; or

 

(h)                       (beingan individual), the *Customer*nolonger has legal capacity or becomes a person protected by the State; or

 

(i)                           the*Customer* is in default under a *security* or withdraws from it or breachesits terms, or a *security* is or may beunenforceable; or

 

(j)                           the*Customer*stops payment or ceasesto carry on its business or threatens to cease to carry on its business; or

 

(k)                        the*Customer*breaches any law orobligation by entering transactions or performing obligations under this *Agreement* or another agreement it has with*us*; or

 

(l)                           this*Agreement* is, becomes, or isclaimed to be, void or unenforceable; or

 

(m)                     achange in *your* financialcircumstances occurs which, in *our*opinion, may have a material adverse effect on the *Customer’s* ability to meet its obligationsunder any agreement it has with *us*;or

 

(n)                       anorder for payment is made, or a judgment is entered or signed, against the *Customer*, and it is not satisfied within 5*banking days* after that eventunless the order or judgment is the subject of an appeal by the *Customer*within such period and *we* are satisfied that there is reasonablelikelihood of success; or

 

(o)                       the*Customer* is a trustee of a trustand:

 

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(i)                          anew trustee is appointed or any of the trust fund is resettled or set aside, ineither case without *our* priorconsent; or

 

(ii)                       the*Customer’s* right to beindemnified out of the trust assets is restricted in any way; or

 

(q)                       the*Customer* is a partnership and anyof the things in paragraphs (a) to (o) above occurs in relation to one ormore of the partners, in which case, the thing is deemed to have occurred inrelation to the *Customer*; or

 

(r)                          anyof the things referred to in paragraphs (b) to (o) above occurs inconnection with a *security provider*(where each of those paragraphs is to be interpreted as if the *Customer* meant the *security provider* and “the *Customer’s*” applied to the *security provider*).

 

**A8.2****            What can happen then?**

 

(a)                        Ifthe *Customer* is in default, *we* may give the *Customer* a notice stating that the *Customer* is in default.

 

(b)                       Ifthe *Customer* does not, or cannot,correct the default:

 

(i)                          ifa grace period is given in the default notice or required by law, within thatperiod, or

 

(ii)                       ifno grace period is given in the default notice or required by law, immediately,

 

then, subject to any applicable law, without further notice to the *Customer* the *total amount owing* becomes immediately due for payment (tothe extent it is not already due for payment), and if the *Customer* does not pay it immediately, *we* may sue the *Customer* for that amount, or enforce any *security*, or do both.

 

**A8.3****            How *we* may exercise *our* rights**

 

(a)                        *We* may exercise a right or remedy, orgive or refuse *our* consent oragreement to any request the *Customer*makes, in any way *we* considerappropriate including by imposing conditions.

 

(b)                       *We* may defer or waive any right orremedy (including the implementation of any fee or charge) without varying this*Agreement* or creating a newcontract.

 

(c)                        If*we* do not exercise a right orremedy fully or at a given time, *we*can still exercise it later.

 

(d)                       *Our* rights and remedies under this *Agreement* are in addition to other rightsand remedies provided by law independently of it.

 

(e)                        *Our* rights and remedies may beexercised by any of *our* employeesor any other person *we* authorise.

 

(f)                          *We* are not liable for loss caused by theexercise or attempted exercise of, failure to exercise, or delay in exercising,a right or remedy.

 

**A9****                      Partnerships**

 

If the*Customer*is a partnership, the *Agreement* will continue to bind eachperson who is a partner of that partnership at the date of this *Agreement* and each person who becomes apartner whilst this *Agreement* (asamended from time to time) remains in force and effect:

 

(a)                        despiteany changes which may from time to time take place in the partners, or anyreconstitution of the partnership, whether by the death, incapacity, orretirement of any partner or the admission of any new partner or otherwise;

 

(b)                       despitethe fact that the partnership no longer carries on business; and

 

(c)                        despite the fact that the person orany of his or her partners are no longer members of the partnership,

 

andthe *Customer* agrees to procurethe execution of any documents *we*reasonably require to give full effect to this provision.

 

**A10****               Appointment ofConsultants**

 

(a)                        *We* may at any reasonable time appointaccounting, legal, financial management and other consultants to examine theaffairs of the *Customer*and any*security provider*and to makerecommendations relating to the manner in which it carries on its business.

 

(b)                       The*Customer*will provide (and ensureeach *security provider* provides)all assistance considered necessary or desirable by the consultant to enablethe consultant to conduct a proper examination of the *Customer’s*and any*security provider’s*affairs. Thisincludes, without limitation, making the relevant financial records availableto the consultant.

 

(c)                        The*Customer* will pay the fees of theconsultant.

 

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**A11****               Class Order**

 

(a)                        The*Customer* must notify *us* in writing before *you* seek approval by the Australian Securitiesand Investments Commission (“ASIC”) of, or execute any, Deed of CrossGuarantee.

 

(b)                       *We* may, at *our* complete discretion, amend or terminate any or all ofthe *facilities* if the *Customer*enters into a Deed of CrossGuarantee or amends or terminates an existing Deed of Cross Guarantee.

 

(c)                        Inthis clause “Deed of Cross Guarantee” refers to a deed substantially in the form ofa pro-forma deed issued or otherwise approved by ASIC in order to satisfy ASIC class ordereligibility requirements for relief from certain Corporations Act 2001financial reporting obligations.

 

**A12****               Confidentiality**

 

(a)                        The*Customer*and *we* agree, subject to clause A12(b) ofthese General Terms and Conditions, to keep the terms of the *Agreement* and the *securities*, and any information whicheither may provide to the other in relation to the *Agreement* or the *securities*, confidential.

 

(b)                       ClauseA12(a) of these General Terms and Conditions does not prevent disclosure:

 

(i)                          ifallowed or required by law, or if required by the Australian Stock ExchangeLimited; or

 

(ii)                       inconnection with legal proceedings relating to the *Agreement* or the *securities*;or

 

(iii)                    if the information is generally andpublicly available; or

 

(iv)                   toany *Customer* of the terms of the *Agreeme*nt or the *securities* (as amended from time to time)as they relate to a *facility*provided to *you*; or

 

(v)                      by*us* to *our**subsidiaries*,in which case this clause A12 of these General Terms and Conditions, will applyto the *subsidiary*; or

 

(vi)                   by*us*to an assignee of *our*rights under this *Agreement*pursuant to clause A16(a) ofthese General Terms and Conditions; or

 

(vii)                by *us*to any of *our*agents,consultant or adviser engaged by *us*forthe purposes of this *Agreement*;or

 

(viii)             to any guarantor or proposed guarantor; or

 

(ix)                     bythe *Customer*to any consultantengaged for the purposes of complying with *our*requirements under the *facility*necessary to enable the consultant to comply with those requirements.

 

**A13****               Setting off money**

 

*We* may set off against amounts the *Customer*owes *us* any money *we*owe the *Customer.*

 

**A14****               Code of BankingPractice**

 

*We* have adopted the Code of Banking Practice and relevant provisionsof the Code apply to these *facilities*,if the *Customer is* an individualor a small business customer (as defined by the Code). The *Customer*can obtain from *us* upon request:

 

(a)                        informationon *our* current interest rates andstandard fees and charges relating to these *facilities*if any;

 

(b)                       generaldescriptive information concerning *our*banking services including:

 

(i)                          foraccounts with cheque access, general descriptive information about cheques;

 

(ii)                       accountopening procedures;

 

(iii)                    *our*obligations regarding the confidentiality of the *Customer’s* information;

 

(iv)                   complainthandling procedures;

 

(v)                      bankcheques;

 

(vi)                   theadvisability of *you* informing *us* promptly when the *Customer is* in financial difficulty; and

 

(vii)                the advisability of the *Customer*reading the terms and conditionsapplying to each banking service *we*provide to the *Customer*;

 

(c)                        generaldescriptive information about:

 

(i)                          theidentification requirements of the Financial Transactions Reports Act 1988(Cth);

 

(ii)                       theoptions available to *you* underthe tax file number legislation; and

 

(d)                       acopy of the Code of Banking Practice.

 

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**A15****               Our certificates**

 

(a)                        *We* may give the *Customer* a certificate or formal statementabout a matter or about an amount (including *economiccosts*, where applicable) which is payable in connection with this *Agreement*. This is sufficient evidence ofthe matter or amount, unless it is proved to be incorrect.

 

(b)                       *We* may rely on certificates providedby any other person with a *security*as to the amount owed to them.

 

**A16****               Assignment**

 

(a)                        *We* may assign or otherwise deal with *our* rights under this *Agreement* in any way *we* consider appropriate. If *we* do this, the *Customer*may not claim against any assignee (or anyother person who has an interest in a *facility*)any right of set-off or other rights the *Customer*may have against *us*. The *Customer* agrees that *we* may disclose any information ordocuments *we* consider desirableto help *us* exercise this right.The *Customer*also agrees that *we* may disclose information ordocuments at any time to a person to whom *we*assign or propose to assign *our*rights under this *Agreement*.

 

(b)                       The*Customer’s*rights are specific to*you* and may not be assigned.

 

**A17****               Holding Over**

 

If *we*continue to make a *facility*available to *you* after its *expiry date* or the end of its term, andthis *Agreement* has not beenextended, amended or replaced, then the terms of this *Agreement* will continue to apply to the *facility* unless and until *we* otherwise notify *you*. The previous sentence if appliedshall not be construed as a waiver of any *eventof default*, or a waiver of any of *our*rights under this *Agreement* or asany agreement or undertaking (implied or otherwise) to grant any extension.

 

**A18****               Notices, othercommunications and service of documents**

 

**A18.1****     Form**

 

(a)                        Notices,certificates, consents, approvals and other communications in connection withthis *Agreement* must be in writingor in any other form permitted by it. When they are for *us*, they must be in a form satisfactoryto *us.*

 

(b)                       Communicationsfrom *us*may be signed by anyemployee of *ours*. If the *Customer*is a company, communications fromthe *Customer*must be signed by adirector or secretary or an authorised representative.

 

**A18.2****     Delivery**

 

Communications to the *Customer*may be:

 

(a)                        givenpersonally (if the *Customer*is acompany, to one of *your*directors); or

 

(b)                       leftat, or sent by post or fax to, an address notified by the *Customer* to *us* in writing; or

 

(c)                        ifthe *Customer*does not nominate anaddress to *us* in writing, left ator sent by post or fax to the *Customer’s*address last known to *us*; or

 

(d)                       sentby any other electronic means of which the *Customer*has given *us*particulars; or

 

(e)                        givenby advertising the notice in a newspaper circulating throughout the *Customer’s* country, state or territory; or

 

(f)                          givenin any other way permitted by law.

 

Ifthere is more than one *Customer*, *we* may provide any communicationunder this A*greement* jointly tothe *Customer*at the address forservice set out in the acceptance clause of this *Letter of Offer.*

 

**A18.3****     Communications for us**

 

(a)                        Communicationsfor *us* must be:

 

(i)                          givenpersonally to one of *our*employees at:

 

(A)                *our* address stated in this *Agreement*; or

 

(B)                  anyother address *we* tell *you*; or

 

(C)               *our* registered office; or

 

(ii)                       sentby prepaid post or electronically (such as by fax or telex) to any of thoseplaces; or

 

(iii)                    given in any other way permitted bylaw.

 

(b)                       *We* may specify from time to time howand in what form any notice under this *Agreement*must be given to *us*.

 

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**A18.4****     Dating**

 

A communication istaken to be given:

 

(a)                        in the case of a communication givenpersonally - on the date it bears or the date it is received by the person towhom it is addressed, whichever is the later; or

 

(b)                       in the case of a communication sentby post - on the date it bears or the date when it would have been delivered inthe ordinary course of post, whichever is the later; or

 

(c)                        in the case of a communication sentby fax or some other form of electronic transmission - on the date itbears or the date on which the machine from which it was sent produces a reportindicating that the communication was sent to the fax (or other) number orother electronic address of the person to whom it is addressed, whichever isthe later; or

 

(d)                       in the case of a communication givenby newspaper advertisement - the date it is first published.

 

**A18.5****     Service**

 

*We* may serve any document in a courtaction (including a writ of summons, other originating process or third orother party notice) on the *Customer*bydelivering it to the *Customer’s*addresslast notified to *us* or by leavingit there. This does not prevent any other method of service.

 

**A19****               Governing Law andJurisdiction**

 

This *Agreement*is governed by the laws of the state or territory where *your* relationship management team islocated, as set out in the Relationship Management section preceding the *Letter of Offer*. Each party submits to thejurisdiction of the laws of that state, including appeal courts.

 

**A20****               Consents andConditions**

 

The *Customer*mustcomply with all conditions and requirements in any consent *we* give, or agreement to any request the *Customer*makes.

 

**A21****               Telephone recording**

 

The *Customer*consentsto *us* recording *our* telephone conversations with the *Customer*in relation to the *facility*and such recordings being used inany arbitral or legal proceedings between *us*.Telephone recordings remain *our*soleproperty at all times.

 

**A22****               Valuations are for *our*benefit**

 

Anyproperty *valuation* is for *our* use only. *We* accept no responsibility for any reliance on a property *valuation* by any other person.

 

**A23****               Time for repayment**

 

Forthe purposes of payments under this *Agreement*,a day ends at 4 pm in the State where the**relationshipmanagement team is located.

 

**A24****               Indemnities**

 

Theindemnities in this *Agreement* arenon-revocable and continuing obligations, independent of the*Customer’s* other obligations under this *Agreement*. It is not necessary for *us* to incur expense or make payment beforeenforcing a right of indemnity conferred by this *Agreement*.

 

**A25****               Total Amount Owing**

 

Inthis Section A, **total amount owing**means, at any time, the total of every *facilityamount owing* in respect of the *facilities*detailed in Part 1 of this *Letter ofOffer*and any other amounts which are then due for payment, or whichwill or may become due for payment, in connection with this *Agreement*.

 

**A26****               Severability**

 

**If the whole or any part ofa provision of this *Agreement* isvoid, unenforceable or illegal in a jurisdiction, it is severed for thatjurisdiction. The remainder of this *Agreement*has full force and effect and the validity or enforceability of that provisionin any other jurisdiction is not affected. This clause has no effect if theseverance alters the basic nature of this *Agreement*or is contrary to public policy.**

** **

**A27****               Exclusion ofliability in relation to *trade financefacilities* and *bank guaranteefacilities***

 

The *Customer* agrees that in connection withour provision of services to the Customer in relation to *bank guarantee**facilities* and *tradefinance**facilities*(including, without limitation, the making or receiving of a payment on behalfof the *Customer*) (“**Services**”), one or more of our branches andother financial services providers (“**OtherBanks**”) may be involved. Those branches and *Other Banks* may in each case be localor overseas and the *Other Banks* may ormay not be appointed by us. The *Customer*agrees that, to the maximum extent permitted by applicable law, the involvementof those branches or *Other Banks*in

 

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connectionwith the *Services* is entirely atrisk of the *Customer* and that weare not liable for loss of any kind arising in connection with the involvementof any branch or *Other Bank* ortheir acts or omissions, whether or not the *OtherBank* is appointed by us.

 

Any *Service* we provide to the *Customer* may be affected directly orindirectly by laws including, without limitation, any subordinate instrumentand the acts, practices and policies of local or foreign governments and theirinstrumentalities (a “**Regulatory Authority**”)whether or not having the force of law (“**Regulations**”).*Regulations* may be those ofany place where we or any *Other Bank*operates, or with which the *Services*have some direct or indirect connection, or to which or from which a payment orinstruction is made or received or in which some other thing is done, or may bethe *Regulations* of or applicableto the currency of any payment. *Regulations*include, but are not limited to, those which affect, restrict, prohibit orotherwise render unlawful transactions, payments or dealings with assets, anyperson, group or entity which may or may not include those having aconnection with certain countries, areas, individuals, groups, bodies,entities, materials, items, substances, political or religious systems, beliefsor convictions. The *Services* may beinterrupted, prevented, delayed or otherwise adversely affected, either inwhole or in part, by reason of a *Regulation*including, but not limited to, where we consider, or any *Other Bank*considers, or a *Regulatory Authority* asserts, that a *Regulation* may apply (each an “**Adverse Effect**”). It is entirely the *Customer’s*risk if any *Adverse Effect* occurs and we have noobligation to contest any act of any *RegulatoryAuthority*.

 

To themaximum extent permitted by applicable law, we, and any *Other Banks*, are not liable for any lossof any kind arising directly or indirectly from or in connection with any *Service* including, without limitation, any*Adverse Effect*, whether or not weare, or any *Other Bank* is, negligentor in breach of any duty to the *Customer*or to any other person.

 

To themaximum extent permitted by applicable law, our liability for loss of any kindwhich cannot be excluded by reason of applicable law is limited to the cost ofhaving the services supplied again.

 

The *Customer* agrees that we may use ordisclose any information about the *Customer*or the *Services* or any personconnected in any way with the *Services*to any *Other Bank* or *Regulatory Authority* for any purpose whichwe consider, or any *Other Bank*considers, necessary or desirable in connection with any *Regulation* or the *Services*. The *Customer* agrees to provide any such information to us if weask the *Customer* to.

 

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**Section B: All Facilities**

 

This section Bapplies to all the *facilities*detailedin this *Letter of Offer*.

 

**B1****                      How this *Letter of Offer*applies to *facilities***

 

**B1.1****            *Applicable provisions***

 

Theapplicable terms and conditions in relation to the *facilities* are set out in the following contract documentsas amended from time to time:

 

(a)                        fornew *facilities*detailed in Part 1of this *Letter of Offer:*

 

(i)                          theapplicable Details of Facilities in this *Letterof Offer*;

 

(ii)                       theSpecific Conditions (if any) referred to in the Details of Facilities in this *Letter of Offer*;

 

(iii)                    any additional documentationreferred to in the Details of Facilities in this *Letter of Offe*r;

 

(iv)                   Parts4 to 7 (inclusive) of this *Letter of Offer;*

 

(v)                      theGeneral Terms and Conditions in this *Letterof Offer;*and

 

(vi)                   the*National’s* “A Guide to Fees andCharges” (Business) book and the *National’s*“A Guide to Fees and Charges for International Trade Services” as amended fromtime to time (“**the Guides**”),

 

(b)                       fornew *facilities*detailed in Part 2of this *Letter of Offer*:

 

(i)                          theseparate contractual documentation between *us*and the *Customer*relating to those *facilities*;

 

(ii)                       theapplicable Details of Facilities in this *Letterof Offer*;

 

(iii)                    the Specific Conditions (if any)referred to in the Details of Facilities in this *Letter of Offer*;

 

(iv)                   anyadditional documentation referred to in the Details of Facilities in this *Letter of Offe*r;

 

(v)                      Parts4 to 7 (inclusive) of this *Letter of Offer;*

 

(vi)                   Section Bof the General Terms and Conditions in this *Letterof Offer;*and

 

(vii)                the Guides,

 

(c)                        forexisting *facilities*detailed in Part 3of this *Letter of Offer*:

 

(i)                          theseparate contractual documentation between *us*and the *Customer*relatingto those *facilities* (the “**existing contracts**”);

 

(ii)                       theapplicable Details of Facilities in this *Letterof Offer*;

 

(iii)                    the Specific Conditions (if any)referred to in the Details of Facilities in this *Letter of Offer*;

 

(iv)                   anyadditional documentation referred to in the Details of Facilities;

 

(v)                      Parts4, 6 and 7 of this *Letter of Offer;*

 

(vi)                   Section Bof the General Terms and Conditions in this *Letterof Offer;*and

 

(vii)                the Guides.

 

Bysigning this *Letter of Offer**you*agree that the *existing contracts* are varied accordinglyand now comprise the *applicable provisions*.

 

**B1.2****                      Applicableprovisions**

 

Ifthere is any inconsistency between any applicable term or condition indifferent contract documents relating to a *facility*(to the extent that it is impossible to comply with both), the term orcondition prevails to the extent of that inconsistency in the order of priorityset out above. “*Applicable provisions*”means for a *facility* the termsand conditions applicable to each *facility*after resolving any inconsistency as set out in this clause.

 

**B1.3****                      Meaning ofAgreement and *applicable provisions***

 

Forthe purposes of the *applicable provisions*,the “Agreement” means the agreement of the parties constituted by the *applicable provisions* for each of the *facilities* detailed in Parts 1, 2 and 3 ofthis *Letter of Offer*.

 

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**B2.****                             MultiOption Facility**

 

Thisclause B2 applies while *you*havea multi option *facility.* At anytime while *you* have a multioption *facility*:

 

(a)                                  *you*may request a switch betweenfunding options. If *your*request isapproved, the switch will take effect on the date and on the terms agreed by *you*and *us*.Switching between the *facilities*to which the multi option *facility*applies may result in fees, charges, premiums and costs being incurred inaccordance with the specific terms and conditions of the relevant *facility*;

 

(b)                                 thetotal of all *facility limits* mustnot, at any time, exceed the multi option *facilitylimit* set out in the Details of Facilities or as varied from time totime; and

 

(c)                                  theaggregate amount of *drawings*under the multi option *facility*must not exceed the multi option *facilitylimit*set out in the Details of Facilities or as varied from time totime, and the total amount of *drawings*under a *facility*which is part ofa multi option*facility*must notexceed the*facility limit* forthat*facility*as set out in theDetails of Facilities or as varied from time to time*.*

 

**B3****                                Conditionsprecedent**

 

(a)                                  *We* do not need to provide any *drawing* under any *facility* unless:

 

(i)                          the*Customer* has accepted this *Letter of Offer* or has indicated that the *Customer* intends to be bound by it in amanner satisfactory to *us*;

 

(ii)                       *you*have accepted *facilities* which are subject to separatecontractual documentation as referred to in Part 2 of this *Agreement*(if any) in relation to which *you*are the *Customer* or have indicated that *you* intend to be bound by those documents in a mannersatisfactory to *us;*

 

(iii)                    the amount of financialaccommodation complies with any minimum, maximum or multiple requirementsdetermined by *us* and advised to *you* from time to time in relation to that *facility*;

 

(iv)                   *we*have received any *valuation**we*require, satisfactory to *us*;

 

(v)                      theresults of all *our* inquiries andsearches are satisfactory to *us*;

 

(vi)                   *we* have received each *security*, related acknowledgment oracceptance and title documents, which are satisfactory to *us*;

 

(vii)                any insurance *we* require to be obtained by *you* has been obtained, by the *Customer* or the relevant *security provider* and *we* have received evidence satisfactory to *us* (which may include receiving thepolicy document) that any such insurance is current, that the insurer, theamount insured and the policy terms are satisfactory to *us*, and that *our* interest is noted;

 

(viii)             *we*have received all the documents set out in Part 6 of this *Letter of Offer*and any other document *we* reasonably require by written notice to*you* (including corporate ortrustee authorisations), satisfactory to *us*;

 

(ix)                     each*security* remains enforceable andno-one who provides a *security* isin default under or has withdrawn from or terminated that *security* (unless this occurs with *our* consent);

 

(x)                        the*Customer* complies, or in *our* opinion will be able to comply, withall other reasonable requirements *we*set, including any additional conditions, conditions precedent, and financial,reporting or other covenants set out in Part 7 of this *Letter of Offer*, the Details ofFacilities, the General Terms and Conditions or any relevant SpecificConditions, or otherwise agreed.

 

(b)                       Inaddition to paragraph (a), *we* arenot obliged to provide any financial accommodation under any *facility* if:

 

(i)                          somethinghas happened since the *Customer*applied for a *facility* which hasled to a material adverse change in the financial circumstances of the *Customer* or any *security provider* or which *we*reasonably believe could lead to this; or

 

(ii)                       anyinsurer has refused to insure a *facility*for *us*; or

 

(iii)                    the *Customer* is, or in *our*opinion is likely to become, in default under a *facility* (for example, the *Customer*has not paid all relevant fees and interest charges or the *Customer* has given *us* misleading financial or otherinformation).

 

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**B4****                      Generalundertakings and covenants**

 

**B4.1****            Negative Pledge andother covenants**

 

(a)                        The*Customer* undertakes to *us*that it will, and will ensure that each*security provider* will, exceptwith *our*prior written consent:

 

(i)                          promptlyadvise *us* of any *event of default* or *potential event of default*or any *event of default* under any *applicable provision* however defined;

 

(ii)                       maintainall risks insurance over all its physical assets;

 

(iii)                    comply with all applicable laws andpay all obligations that if unpaid might result in a lien or claim against anyof its assets;

 

(iv)                   maintainits plant and machinery in a state of good repair, fair wear and tear excepted;

 

(v)                      notraise any financial accommodation from any other party, or give any *security**interest*in relation to it;

 

(vi)                   notengage in any other business other than that in which it is presently operating;

 

(vii)                not merge with or acquire anothercompany or entity;

 

(viii)             not dispose of any of its *subsidiaries*; and

 

(ix)                     notgive any *security**interest* over its assets.

 

**B4.2****            Change of Shareholding**

 

(a)                         Ifthe *Customer* or any *security provider* is listed on a stockexchange the *Customer* will, andwill ensure that the relevant *securityprovider* will:

 

(i)                          promptlynotify *us* if a majority of itsshares become held by a person who did not hold a majority of the shares as atthe date of this *Agreement*. Forthis purpose, associates shall be treated as the one person.

 

(ii)                       deliverto *us*a copy of all materialnotices issued by it to the exchange, promptly after that notice is given tothe exchange.

 

(b)                       Ifthe *Customer* or any *security provider* is a company which isnot listed on a stock exchange, the *Customer*will ensure that no transfer of shares (or issue of shares) in the *Customer* or the relevant *security provider* is made, without *our* prior written consent. If the *Customer* consists of more than one entity,that consent will not apply to a transfer or issue of shares in any one ofthose entities or any *security provider*to another of those entities or *securityproviders*.

 

**B4.3****            Breach of Covenants**

 

(a)                        Forthe avoidance of doubt, a breach of any covenant or undertaking in this *Agreement* is an *event of default*, howsoever worded, for the purposes of this*Agreement*, including withoutlimitation clause A8 of these General Terms and Conditions.

 

(b)                       *We*may conduct a review of the *facilities*and the financial position of *the Customer*if any of the covenants orundertakings set out in this *Agreement*are not complied with to *our*satisfaction.

 

**B4.4****            Review of Customer and*security providers***

 

(a)                        *We* may at any reasonable time appointaccounting, legal, financial management and other consultants to examine theaffairs of the *Customer*and any*security provider*and to makerecommendations relating to the manner in which it carries on its business.

 

(b)                       The*Customer*will provide (and ensureeach *security provider* provides)all assistance considered necessary or desirable by the consultant to enablethe consultant to conduct a proper examination of the *Customer’s*and any*security provider’s*affairs. Thisincludes, without limitation, making the relevant financial records availableto the consultant.

 

(c)                        The*Customer* will pay the fees of theconsultant.

 

**B5****                      Representationsand warranties**

 

**B5.1****            Representations andWarranties**

 

(a)                        The*Customer*represents and warrantsto *us* that as at the date of this*Agreement* and at all timesthereafter:

 

(i)                          ifthe *Customer*is a company, it isduly incorporated and validly existing under the laws of its place ofincorporation*;*

 

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(ii)                       the*Customer*has full capacity andpower to enter into and comply with, and has taken all necessary action toauthorise the entry into and compliance with, each *facility,*this *Agreement*andany other documentation detailing the terms of each *facility*, and to make a *drawing*under a *facility;*

 

(iii)                    the *Customer*has full power and authority and legal right tocarry on its business as presently conducted;

 

(iv)                   allfinancial accounts, reports and factual information furnished to *us* at any time by the *Customer*or a *security provider*:

 

(A)                    aretrue and accurate and not misleading in any material respect,

 

(B)                      are(unless *we* agree otherwise)prepared in accordance with applicable law and generally applicable AustralianAccounting Standards current at the time of preparation, and

 

(C)                      givea true and fair view of *your*state of affairs and the result of its operations at the date, and for theperiod ending on the date, to which those statements are prepared,

 

and no material change hastaken place in respect to any of them since the date they were presented to *us*;

 

(v)                      the*Customer*is not in materialdefault of any law or any agreement, *security*or instrument with *us* or anyother financial institution, and it is not in default in respect of anymaterial monetary obligation contracted by or imposed upon it;

 

(vi)                   nolitigation, arbitration or administrative proceedings are current or pendingor, to the *Customer’s* knowledge,threatened against it**before anycourt or governmental agency;

 

(vii)                the *Customer*is not*insolvent*;

 

(viii)             no *potentialevent of default* has occurred which by the giving of notice, lapseof time or both would constitute a default under or in respect of this *Agreement,*a *security* or instrument and the *Customer* is not in default in respect to any materialmonetary obligation contracted by or imposed upon it;

 

(ix)                     exceptas disclosed to and agreed to by *us*in writing, the *Customer*is nottrustee of any trust;

 

(x)                        the*Customer*will comply with allapplicable laws and pay all obligations that if unpaid might result in a lienor claim against any of its assets;

 

(xi)                     the*Customer*will not breach any lawor obligation to any person by the execution and performance of this *Agreement*or of a *drawdown notice*(including a drawdownunder a *facility*or other use ofa *facility*) and the payment ofany amount due under a *facility*orin respect of any *bill*under a *bill facility*or in respect of any *bank guarantee*or *letter of credit*;

 

(xii)                  the *security*is in full force and effect; and

 

(xiii)               a legal, valid and binding obligation onthe *Customer*enforceable inaccordance with its terms and conditions arises when the *Customer*enters into this *Agreement*or delivers a *drawdown notice*and whenever a *drawing*is made, or a *bill*is accepted, discounted or endorsedby *us*or a *bank guarantee* or a *letter of credit* is issued.

 

(b)                       The*Customer*also gives the aboverepresentations and warranties in respect of any *security provider* which is not the *Customer*.

 

(c)                        Theserepresentations and warranties are deemed to be repeated with reference to thefacts and circumstances then existing at each date of utilisation of anyfinancial accommodation, rollover of any *bills*or notes, and at the date of execution of each new document under which creditor financial accommodation is granted by *us*.

 

**B5.2****            Additionalrepresentations and warranties from a trustee**

 

(a)                        Thisclause applies if the *Customer*ora *security provider* enters intothis *Agreement* or any *security* as the trustee of a trust orsettlement (the relevant party is called “the trustee” and the relevant trustis called “the trust” in this clause).

 

(b)                       Ifthis clause applies, the trustee (or, the *Customer*where the trustee is a *security provider*who is not a *Customer)* makes thefollowing representations and gives the following warranties:

 

(i)                          thetrustee is the only trustee of the trust; and

 

(ii)                       thetrustee will provide to *us* onrequest with a certified copy of the deed of trust creating the trust (“thetrust deed”) and all other documents relating to the trust; and

 

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(iii)                    the trust deed and the documentsreferred to in paragraph (b)(ii) disclose all the terms of the trust; and

 

(iv)                   thetrustee has the power under the trust deed to enter into and observe thetrustee’s obligations under this *Letter ofOffer*, this *Agreement*(and any document or notice under or in connection with them (including,without limitation, any *security*);and

 

(v)                      thetrustee has in full force and effect the authorisation necessary to enter therelevant documents, to perform the trustee’s obligations under therelevant documents and allow them to be enforced (including, withoutlimitation, under the trust deed and the trustee’s memorandum and articles ofassociation or constitution (if any)); and

 

(vi)                   thetrustee has a right to be fully indemnified out of the property held on trustby the trustee under the trust deed (“the trust fund”) in respect ofobligations incurred by the trustee and has a right to be indemnified out ofthe trust fund; and

 

(vii)                the trust fund is sufficient to satisfythat right of indemnity and all other obligations in respect of which thetrustee has a right to be indemnified out of the trust fund; and

 

(viii)             the trustee is not in default under thetrust deed; and

 

(ix)                     noaction has been taken or proposed to terminate the trust; and

 

(x)                        thetrustee and the trustee’s directors and other officers (if any) have compliedwith their obligations in connection with the trust; and

 

(xi)                     *our* rights under this *Agreement* rank in priority to theinterests of the beneficiaries of the trust.

 

(c)                        Ifthis clause applies, the trustee (or, the *Customer*where the trustee is a *security provider*who is not a *Customer*) undertakesthat, except with *our* priorwritten consent, none of the following will occur:

 

(i)                          re-settlement,vesting or distribution of capital of the trust; or

 

(ii)                       retirementor replacement of the trustee, or the appointment of a new trustee; or

 

(iii)                    amendment of the deed establishingthe trust; or

 

(iv)                   encumbranceof the assets of the trust; or

 

(v)                      breachof the provisions of the deed establishing the trust.

 

(d)                       Inthis clause B5.2, “relevant documents” means:

 

(i)                          this*Agreement*;

 

(ii)                       this*Letter of Offer*;

 

(iii)                    any *security*; and

 

(iv)                   anydocument or notice required under this *Agreement*.

 

(e)                        The trustee enters (or, where thetrustee is a *security provider*who is not a *Customer* the *Customer* will ensure that the trusteeenters) into this *Agreement*andany *security* (and provides anydocument or notice under this *Agreement*)in the trustee’s personal capacity and as trustee of the trust and for thebenefit of the beneficiaries of the trust.

 

**B6****                      Definitionsand interpretation**

 

(a)                        Thesemeanings apply to this *Agreement*,unless otherwise stated:

 

**account**means where relevant an account *we* establish or have already establishedin *your* name for recording transactions,but does not include an internal suspense account maintained by *us* for the purposes of any *facility.*

 

**Agreement**has the meaning described inclause B1.3 of these General Terms and Conditions*.*

 

**applicable provisions**has the meaningdescribed in clause B1.2 of these General Terms and Conditions*.*

 

**Australian Trade Refinance rate**means therate advised by *us* as such at thecommencement of the relevant term, details of which can be obtained from us.

 

**balance owing**means, for an *account*, at any time, the differencebetween all amounts credited and all amounts debited to it at that time. Whenthis amount is to be calculated for the end of a day, it includes all debitsand credits assigned to that day.

 

**bank guarantee** means a bank guaranteeprovided or to be provided by *us*****to a *beneficiary*on the *date issued* in *our* standard form of bank guaranteefrom time to time.

 

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**banking day** means a day other than aSaturday or Sunday, or a day gazetted as a public holiday throughout Australia.

 

**beneficiary** means, in relation to a *bank guarantee*or a*letter of credit*, a person to whom the *bank guarantee* or *letter of credit* is to be, or already hasbeen issued.

 

**bill** means a bill of exchange in accordancewith the Bills of Exchange Act 1909 (Cwlth) (including any bill accepted ordrawn by means of facsimile signature or by electronic or other means and anyequivalent obligation which is a dematerialised security as this term isdefined in the Austraclear System Regulations (as determined by AustraclearLimited (or its successor or assignee) from time to time) or anything *we* deem to be a “bill” for the purposes ofthis *Agreement*.

 

**bill facility**means a *facility* which is described in the Detailsof Facilities as a Bill Facility.

 

**capital adequacy****means *tangiblenet worth*divided by *totaltangible assets*.

 

**change in relevant regulation** means anychange in any *relevant regulation*(including the introduction of a new *relevantregulation*), or any change in the interpretation or administrationof any *relevant regulation* afterthe date of this *Letter of Offer*.

 

**costs**means any costs, charges, expensesand other outgoings (including in connection with legal and other advisers on afull indemnity basis), and by the use of *our*employees and *facilities* and, inthe case of a mortgage, where applicable, in preserving and maintaining theproperty the subject of the mortgage (such as by paying insurance, rates andtaxes for the property), interest, penalties and fines.

 

**current ratio****means Current Assets divided by CurrentLiabilities.

 

**Customer**means each customer named in theDetails of Facilities sections of this *Letterof Offer*. If there is more than one person named as *Customer*, *Customer*means each of them separately and every two or more of them jointly.*Customer*includes the customer’ssuccessors.

 

**date issued** means, in relation to a *bank guarantee*, the date specified in theDetails of Facilities section of this *Letterof Offer*****or otherwiseagreed as the date on or before which a *bankguarantee*****is to be, orhas already been, issued by *us* tothe *beneficiary*.

 

**default interest rate**has the meaningdescribed in clause A2.4(a) of these General Terms and Conditions.

 

**Details of Facilities****means, in relation to a *facility*, the facility details in relationto that *facility*in Part 1,2 or 3 of this *Letter of Offer*.

 

**dividend payout amount**means the amount ofdividend payments plus increased loans to shareholders, expressed as apercentage of Net Profit after Tax.

 

**drawdown date**means:

 

(a)                       fora *facility* other than a *bill**facility*,each date on which a *facility* (orpart thereof) is drawn; and

 

(b)                      fora *bill**facility*, the date on which a *bill* is accepted, discounted or endorsed under a *facility*, as specified in the Details ofFacilities.

 

**drawdown notice** means:

 

(a)                       wherethe *facility*is a *bill facility*, a notice requesting *us*to accept a *bill*in accordance with this *Agreement*in the form required by *us*; and

 

(b)                      wherethe *facility*is a *facility*other than a *bill facility*, a notice in a form acceptableto *us* requesting a *drawing*under the *facility*.

 

**drawing**means each financial accommodationactually provided under a *facility*(including *our* acceptance,discount or endorsement of a *bill*drawn by *you* under a *bill**facility*and the issue of *bank guarantees*or*letters of credit*).

 

**economic costs**and**economic event**each has the meaningdescribed in clause A3 of these General Terms and Conditions.

 

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**EffectiveInterest Rate**means****aper annum rate of interest, calculated as at the date of this *Agreement*, using the following formula:

 

e = [(1 + r)n- 1] x 100

 

where:

 

•                               **e** is the Effective Interest Rate;

 

•                               **r**is the relevant interest rate divided byn, divided by 100;

 

•                               **n**is the number of interest compounding periodsper annum (eg if interest is compounded monthly, **n** = 12)

 

Incalculating the Effective Interest Rate *we*have assumed that the interest compounding periods**are of equal length.

 

**event of default** means an event sodescribed in clause A8.1 of these General Terms and Conditions.

 

**expiry date**means for a *facility*, the date specified as such inthe Details of Facilities, or otherwise agreed between us from time to time.

 

**facility** means financial accommodation(including the acceptance, discounting and endorsement of *bills* and the issue of *bank guarantees*or a *letter of credit drawing or*any *drawing* which refinances a *letter of credit drawing*) provided to *you* under this *Agreement* or as otherwise agreed.

 

**facility amount owing** means at any time,the total of all amounts which are then due for payment, or which will or may becomedue for payment to *us* under this *Agreement* in relation to a particular *facility* and which has not then been fullyand finally paid, and includes, without limitation, the face value of any *bill*drawn by*you*under a*billfacility*, the guaranteed amount of any *bank guarantee*issued by *us*and the total face value of any*letter ofcredit*.

 

the **facility limit** for a *facility*is at any time the amountdescribed as such in the Details of Facilities for that *facility* as reduced or increased inaccordance with this *Agreement*.

 

**facility limit deduction**means the totalface value of any *bank guarantee*or letter of credit or similar instrument issued by *us* under any other agreement with *you* which have not been cancelled to *our* satisfaction.

 

**finance charges**means operating lease rental expense.

 

**financial accommodation****meansany financial accommodation and includes the acceptance, discounting andendorsement of *bills* and theissue of *bank guarantees*.

 

**financial charges cover**means Earnings Before Interest and Tax plus f*inance charges* divided by *interest* plus *finance charges*.

 

**gearing / leverage ratio**means Total Liabilities divided by *tangible net worth*.

 

**General Terms and Conditions**, when used in other Parts of this *Letter of Offer*, means this Part 8 ofthis *Letter of Offer*.

 

**Group Member**or **Group**meansthe *Customer*and each corporationwhich is a related entity as that term is defined the Corporations Act 2001(Cth).

 

**GST**means goods and services tax or anysimilar tax.

 

**guaranteed amount** means, in relation to a *bank guarantee*, the amount specified asthe Guaranteed Amount in the *bank guarantee*.

 

**insolvent** means being an insolvent underadministration, being insolvent, having a controller appointed (each as definedin the Corporations Act 2001 (Cth)), being in receivership, receivership andmanagement, liquidation, provisional liquidation, under administration, woundup, subject to any arrangement, assignment or composition, protected fromcreditors under any statute, dissolved (other than to carry out areconstruction while solvent) or otherwise unable to pay debts when they falldue, if a person is appointed under legislation to investigate or manage any part ofthe *Customer’s* or any *security provider’s* affairs.

 

**intangible assets**means deferred development expenses, deferredforeign exchange gains, organisational or experimental expenses, research anddevelopment expenses, intellectual property, future income tax benefits,goodwill, patents, trademarks, service marks, design rights, franchises,copyrights, licences, underwriting and formation expenses and other items of alike nature which, according to current accounting practice, are regarded asintangible assets.

 

**interest**for the purpose of financial reporting covenantsmeans gross interest expense (including finance lease, other external debt andsubordinated debt interest).

 

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**interest cover**means Earnings Before Interest and Tax divided byinterest (including finance lease, other external debt and subordinated debtinterest).

 

**InterestRate per Interest Period**means****a per annum rate of interest, calculated as at the date ofthis *Agreement*, using thefollowing formula:

 

interest rate

**n**

 

where **n**is the number of interest compoundingperiods per annum (eg if interest compounds monthly, **n** = 12)

 

Incalculating the Interest Rate per Interest Period*****we* have assumedthat the interest compounding periods**areof equal length.

 

**inventory and debtors to working capital debt ratio**meansinventory and debtors divided by *workingcapital debt*.

 

**letter of credit**means a documentary letterof credit or a standby letter of credit issued by *us* pursuant to a *facility.*

 

**letter of credit drawing** means the issue ofa *letter of credit* provided to *you* under this *Agreement* as described in Part 1 of this *Agreement*or as otherwise agreed.

 

**letter of credit documentation**means anyapplication, schedule, letter, advice or invoice setting out or amending theterms on which any *letter of credit*or proposed *letter of credit* isto be or has been issued or any *drawing*is to be or has been made under any *tradefinance facility*.

 

**Letter of Offer**means this Letter of Offerexecuted by *us*.

 

**maturing bill** means a *bill* maturing on a *maturity date*.

 

**maturity date** means the date on which a *bill* is due to mature or a *lease* is due to expire.

 

**nominated account**means:

 

(a)                       fora *facility* other than a *bill facility*, an *account* for debiting amounts agreed to bedebited to the *nominated account*;or

 

(b)                      fora *bill facility*, an *account* for debiting and crediting anyamounts under this *Agreement*,being the *account* specified assuch in the Details of Facilities for that *facility*,or any other *account* which:

 

(i)                           *we*agree is the *nominated account*for that *facility*from time to time; or

 

(ii)                        *you* advise *us* in a *drawdown notice*issued either after the date of this *Agreement*is to be the *nominated account*.

 

**occupancy (Accommodation)** means actuallevel of rooms occupied of the motel/hotel divided by the total number ofrooms.

 

**occupancy (Commercial)** means total occupiedspace, at any given time, divided by the total lettable space as determined by *us* at *our*discretion.

 

**potential****eventof default** means an event which, with the giving of notice, lapse oftime or fulfilment of any condition, would be likely to become an *event of default*.

 

**presales/debt cover****ratio** means net acceptable presales (preGST and selling and legal costs), as determined by *us* at *our*discretion, divided by total level of property finance debt limits.

 

**property finance interest cover ratio** meansnet rental (total passing rental income stream (exclusive of GST) afterdeduction of all outgoings and other property related non-recoverable costs, asdetermined by *us* at *our* discretion) divided by interestexpense as assessed against the tenancy schedule provided by *you* to *us*.*We* reserve the right to verify,amend and/or test the tenancy information provided.

 

**property finance loan to value ratio**meanstotal property finance debt limits divided by the current value *we* ascribe at *our* discretion of the freehold security.

 

**receiver**includes any receiver, receiverand manager, controller, liquidator, provisional liquidator, mortgagee,administrator or other like official.

 

**relevant regulation**means any law, regulation or an official policy, directive or guideline, whichhas the force of law, or compliance with which is in accordance with normalbanking practice in the jurisdiction concerned.

 

**replacement bill**means a *bill* replacing a *maturing**bill*.

 

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**security**means each *security interest* described in Part 4of this *Letter of Offer* and anysubstitute or additional *security interest*applicable to this *Agreement*. *Security* also includes any priorityagreement relating to any *security.*

 

**security interest**means any *security* for the payment of money orperformance of obligations including a mortgage, charge, lien, pledge, trust orpower. *Security**interest* also includes a guarantee,indemnity or a guarantee and indemnity.

 

**security provider** means, in relation to a *facility*, each person (other than the *Customer* for that *facility*) who gives a *security*.

 

**subsidiary**has the same meaning as underthe Corporations Act 2001 (Cth).

 

**tangible net worth**means *totaltangible assets*minus Total Liabilities.

 

**Taxes** means taxes, levies, imposts, charges and duties(including stamp and transaction duties) imposed by any authority together withany related interest, penalties, fines and expenses in connection with them,except if imposed on, or calculated having regard to, *our* net income.

 

**total amount owing**means,at any time, the total of every *facilityamount owing* and any other amounts which are then due for payment,or which will or may become due for payment, in connection with this *Agreement*.

 

**total tangible assets**means all assets other than *intangible assets*.

 

**trade finance facility**means a documentssurrendered facility, a trade refinance facility or an overseas documentssurrendered facility.

 

**we**, **us,ourselves**or the **National**means National Australia Bank Limited ABN 12 004 044 937 and its successors andassigns.

 

**working capital debt**means current financefacilities including an overdraft facility, trade finance facility or billfacility*.*

 

**you** or **your**means, in relation to a *facility*,the person or persons named as *Customer*in the Details of Facilities for that *facility*.If there is more than one person named as *Customer*,***you***meanseach of them separately and every two or more of them jointly. ***You***or ***your*** includes *your* successors.

 

(b)                       Wherea term is defined or otherwise described in the Details of Facilities inrelation to a *facility* (forexample, *expiry date* or *facility limit*), a reference in theGeneral Terms and Conditions or Specific Conditions or other parts of this *Letter of Offer* to that term is areference to that term as so defined or described.

 

(c)                        Termsused in this *Agreement*have themeaning given to them in generally accepted accounting principles and standardsin Australia unless otherwise expressly defined.

 

(d)                       Areference to:

 

(i)                          amonth means a calendar month unless otherwise stated;

 

(ii)                       anything includes the whole and each part of it;

 

(iii)                    a document includes any variationor replacement of it;

 

(iv)                   lawmeans common law, principles of equity, and laws made by parliament (and lawsmade by parliament include regulations and other instruments under them, andconsolidations, amendments, re-enactments or replacements of them);

 

(v)                      thewords including, such as or for example when introducing an example do notlimit the meaning of the words to which the example relates to that example orexamples of a similar kind;

 

(vi)                   theword person includes an individual, a partnership, a body corporate, anunincorporated association or an authority; and

 

(vii)                interest rate means a rate per cent perannum.

 

(e)                        Ifsomething is to be “satisfactory to *us*”,it must be satisfactory in both form and substance to *us*, and, if *we*require, to *our*legaladvisers.

 

(f)                          Thesingular includes the plural and vice versa.

 

(g)                       Headingsare for convenience only and do not affect the interpretation of this *Agreement*.

 

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# **9**                                         Specific Conditions - Bill Facility

# ** **

**1**                               Application of Part

** **

Clauses1 to 23 (inclusive) of these Specific Conditions - Bill Facility apply to any *facility*which is a *bill facility*.

 

**2**                               Facility operation

** **

(a)                        Provided*you*have met all the conditionsprecedent and all financial, reporting or other covenants applicable to the *facility**you*may use a *facility* byobtaining a *drawing* under the *facility* on each *drawdown date*.

 

(b)                       Ifthe Details of Facilities or these Specific Conditions specify that certaindetails are to be confirmed in a *BillFacility Record* or *Drawdown Schedule *and*you* think that a *Bill Facility Record* or *Drawdown Schedule *contains any error,then *you* must tell *us* within 5 *banking days* of *you*receiving it.

 

**3**                               Procedure for drawdown

** **

(a)                        Eachtime that *you* wish to request a *drawing*, *you*must give to *us*, at least 5 *banking days* prior, a duly completed *drawdown notice*. *You* cannot revoke a *drawdown notice* once it is given underthis clause unless *we* agree.

 

(b)                       Ifa *drawdown notice* provides that *we* are to draw *bills* under a power of attorney, then *you* agree that the *drawdown notice* is the instruction to *us* to draw the *bills* and clause 6 of these Specific Conditions – BillFacility will apply for *replacement**bills*.

 

(c)                        If*you* are to draw *bills* prepared by *us*, then *you*must include with each *drawdown notice*the *bills* referred to in it andclause 5 of these Specific Conditions – Bill Facility will apply for *replacement**bills*.

 

(d)                       Each*bill* must be drawn:

 

(i)                          inaccordance with this *Agreement*;and

 

(ii)                       inaccordance with the Bills of Exchange Act 1909 (Cwlth) so that it is valid andattracts the benefit of any provision of that Act in relation to that *bill*.

 

(e)                        A*bill* drawn under the *facility* must:

 

(i)                          bedrawn no earlier than the *commencement date*;

 

(ii)                       havea *maturity date* which is no laterthan the *expiry date* for the *facility*; and

 

(iii)                    have a face value and *maturity date* which is such that if the *bill* were drawn, accepted or discounted:

 

(A)                    thetotal *facility amount owing* wouldnot exceed the *facility limit* atany time until the *maturity date*of the *bill*; and

 

(B)                      ifthe *facility* is described as aBill Facility - Acceptance and Discount – National Flexible Rate in the Detailsof Facilities, the aggregate face value of the *bills*allocated to a *bill facility component*,when taking into account the *maturity date*of any other *bills* allocated tothat *bill facility component*,would not be greater than the amount of the *billfacility component* at any time until the *maturity date* of the *bill*;and

 

(C)                      ifthe *facility*is described as aBill Facility - Acceptance and Discount - Flexible Drawdown Fixed Rate in theDetails of Facilities, the *facility amountowing*would be at least equal to the *facility floor*.

 

(f)                          *We* may, in *our* discretion, require that any *bills* drawn under the *facility*have a face value of no less than a minimum amount.

 

**4**                               *Replacement bills*

** **

Duringthe term of the *facility* andsubject to this *Agreement*, on the*maturity date*of each *bill* accepted, discounted or endorsedunder the *facility**you* may draw a *replacement bill* having a face valuespecified in accordance with clause 8 of these Specific Conditions – BillFacility.

 

**5**                               *Replacement**bills* - not automatic

** **

If *you* are to draw a *replacement**bill* prepared by *us*(that is, *bills*are not drawnunder a power of attorney given by *you*to *us*), then *you* must deliver, except with *our* consent, the *drawdown notice* for the *replacement bill* (and the *replacement bill*) to *us* at least 5 *banking days*prior to the *drawdowndate*.

 

**6**                               *Replacement bills* - automatic

** **

If *we* are to draw *bills*under a power of attorney given to *us* by *you*then, subject to clause 7 of these Specific Conditions – Bill Facility, on the *maturity date*of each *bill* accepted, discounted or endorsedunder the

 

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*facility*, *you*will be taken to have delivered a *drawdownnotice* to *us* for a *replacement bill* on the same terms as the *maturing bill* (including, if the *facility* is described as a Bill Facility -Acceptance and Discount – National Flexible Rate in the Details of Facilities,that the *replacement bill* beallocated to the same *bill facilitycomponent* as the *maturing bill*),except that:

 

(a)                        theface value of the *replacement bill*will be determined in accordance with clause 8 of these Specific Conditions –Bill Facility;

 

(b)                       the*maturity date*of the *replacement**bill* will be the date that occurs at the end of a period ofthe same length as the period between the *drawdowndate*and the *maturity date*ofthe *maturing bill*. However:

 

(i)                          ifthis means that a *replacement bill*would have a *maturity date*thatis not a *banking day*, then the *replacement bill*will be drawn to have a *maturity date*that is the next *banking day*after that day. Any days thatare added to such a period because the day at the end of the period is not a *banking day*, will be disregarded for thepurpose of calculating the next subsequent *maturitydate*(For example, if a 90 day *bill*would mature on a Saturday, then the *maturitydate*for the purposes of this clause will be the next *banking day*. However, a *replacement**bill* subsequently drawn to replace that *bill* will be for 90 days, again unless the*maturity date*for that *bill* would not be a *banking day*, in which case it matures onthe next *banking day*); and

 

(ii)                       ifthis means that the *maturity date*ofthe *replacement bill*would occurafter the *expiry date*, thenparagraph (i) above does not apply and the *maturity date*of the *replacementbill* will be:

 

(A)                    the*expiry date*, if the *expiry date* is a *banking day*; or

 

(B)                      thelast *banking day*before the *expiry date*, if the *expiry date* is not a *banking day*;

 

(c)                        ifthe *maturity date*of the *replacement bill* determined in accordancewith (b) above may result in the *facilityamount owing* exceeding the *facilitylimit* at any time until the *maturitydate*of the *bill*, then(b) above does not apply and the *maturitydate*of the *replacement bill*willbe determined by *us* in *our* discretion to ensure that the *facility limit* is not so exceeded;

 

(d)                       ifthe *facility* is described as aBill Facility - Acceptance and Discount – National Flexible Rate in the Detailsof Facilities and the *maturity date*ofthe *replacement bill*determinedin accordance with (b) above may result in the aggregate face valueof the *bills*allocated to a *bill facility component* being greater thanthe relevant *bill facility component*at any time before until the *maturity date*ofthe *bill*, then paragraph (b) abovedoes not apply and the *maturity date*ofthe *replacement bill*will bedetermined by *us* in *our* discretion to ensure that the relevant*bill facility component* is not soexceeded;

 

(e)                        ifthis clause applies, for the avoidance of doubt *you* acknowledge that any action *we* take pursuant to *your*instructions under this clause is not intended to be and should not be taken tobe a waiver of any right or remedy that *we*have in connection with this *Agreement*.

 

**7**                               *Replacement**bills* - stopping automatic replacement

** **

If clause6 of these Specific Conditions – Bill Facility applies, *you* may subsequently notify *us* that *you*do not want the procedure in that clause to apply to the *facility* for a specified period or untilthe *expiry date* of the *facility*, by providing *us* with written notice to this effect, ina form acceptable to *us*. Ifsuch notice is received by *us* atleast 5 *banking days* before the *maturity date* of a *bill*, then clause 6 of these SpecificConditions – Bill Facility will not apply to the *bill* on that *maturity date*.

 

**8**                               Face value of *replacement**bills*

** **

(a)                        *You* may draw *replacement bills* on a *maturity date*in accordance with clauses 4to 7 of these Specific Conditions – Bill Facility, which have an aggregate facevalue:

 

(i)                          upto the *facility limit* prevailingat the time of the *maturity date*(aftersuch *maturing bills*mature); and

 

(ii)                       ifthe *facility*is described as aBill Facility - Acceptance and Discount - Flexible Drawdown Fixed Rate in theDetails of Facilities, such that the *facilityamount owing*would be at least equal to the *facility floor*.

 

However, if clause 6 of these Specific Conditions -Bill Facility applies:

 

(iii)                    the *replacement bills*will have an aggregate face value equal tothe lower of the aggregate face value of the *maturingbills*and the amount up to the *facilitylimit* prevailing at the time of the *maturitydate*(after such *maturing bills*mature);and

 

(iv)                   ifthe *facility* is described as aBill Facility - Acceptance and Discount – National Flexible Rate in the Detailsof Facilities *we*will allocateany *replacement bills* to the same*bill facility component*as thecorresponding *maturing bill.* Any *replacement**bills* allocated to a *billfacility component* under this clause will have an aggregate face valueequal to the lower of the aggregate face value of the *maturing bills* allocated to that *bill facility component* and the amount upto the *bill facility component*amount prevailing at the time of the *maturitydate*(after such *maturing bills*mature).

 

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(b)                       If*you* do not draw *replacement bills*on the *maturity date*in accordance with clauses 4to 7 of these Specific Conditions – Bill Facility, subject to this *Agreement**you*may subsequently re-draw *bills*underthe *facility* which have anaggregate face value equal to the maximum amount possible such that the *facility limit* prevailing at the time ofthe re-draw is not exceeded (taking into account any other *bills*drawn under the *facility* that do not have a *maturity date*on the day that the relevant*bills*are re-drawn); or

 

(c)                        If*you* draw *replacement bills* on the *maturity date*and *we* do not accept, discount or endorse the *replacement bills*pursuant to clause 2 ofthese Specific Conditions – Bill Facility, *we*are no longer obliged to accept any *bill*under the *facility* and *we* may reduce the *facility limit* to zero.

 

**9**                               Amortising facilities

** **

If the *facility* is an *amortising facility*then:

 

(a)                        the*facility limit* reduces:

 

(i)                          onthe dates or per the periods, and by the amounts, specified in the *amortisation schedule*; and

 

(ii)                       inaccordance with clauses 8(b) and (c) of these Specific Conditions –Bill Facility; and

 

(b)                       ifthe *facility* is described as aBill Facility - Acceptance and Discount – National Flexible Rate in the Detailsof Facilities, the *fixed amount*, the*floor/cap amount* and the *floating amount* reduce in accordance withthe Details of Facilities or as otherwise provided under this*Agreement*;

 

(c)                        ifthe *facility*is described as aBill Facility - Acceptance and Discount - Flexible Drawdown Fixed Rate in theDetails of Facilities, the *facility floor*reduces in accordance with the Details of Facilities or as otherwise providedunder this *Agreement*.

 

**10**                        Non-amortising facilities

** **

If the *facility* is a *non amortising facility* then the *facility limit* reduces in accordance withclauses 8(b) and (c) of these Specific Conditions – Bill Facility.

 

**11**                        Discounting of *bills*

** **

(a)                        Where*bills* are drawn for discounting:

 

(i)                          theface value of each *bill* must beacceptable to *us*; and

 

(ii)                       theaggregate face value of all *bills*ina single drawdown must be in accordance with the Details of Facilities orotherwise acceptable to *us*; and

 

(iii)                    the term of each *bill* must be acceptable to *us* and except as otherwise agreed by *us* must not be less than 30 days nor morethan 180 days and must not have a *maturitydate*later than the *expiry date*;and

 

(iv)                   each*bill* must be payable on suchdays, to such persons and at such places in Australia as *we* agree.

 

(b)                       *We* agree to purchase *bills*referred to in paragraph (a) aboveon the relevant *drawdown date*atthe *yield rate*prevailing on that*drawdown date*. *We* agree to pay the *proceeds of discount* of such *bills*to the *nominated account*.

 

(c)                        *Proceeds of discount* in relation to a *bill* discounted by *us* under a *bill**facility*are the amount derived by application of the formula:

 

*Proceeds of discount*=

(FV x 36,500) / ((DM x R) + 36,500)

where:

 

FV is the face value of the *bill*;

 

DM is the number of days to maturity of the *bill* (being the number of days from andincluding the issue date of the *bill*to but excluding the *maturity date*ofthe *bill*); and

 

R is:

 

(a)                       fora *bill**facility* other than a *bill**facility* described as a BillFacility - Acceptance and Discount – National Flexible Rate Facility in theDetails of Facilities, the *yield rate*expressed as a percentage per annum; or

 

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(b)                      fora *bill**facility* described as a Bill Facility - Acceptance andDiscount – National Flexible Rate Facility in the Details of Facilities, the *yield rate*for the *bill facility component* to which the *bill* is allocated.

 

**12**                        Discounting and replacement of *bills*

** **

(a)                        If*we* have agreed in accordance withthis *Agreement* to accept a *replacement bill*, *your* obligation to pay *us* the face value of the *maturing bill* may be satisfied by *us*:

 

(i)                          debitingthe face value of the *maturing bill*to the *nominated account*; and

 

(ii)                       acceptingthe *replacement bill*; and

 

(iii)                    crediting the *proceeds of discount* of the *replacement bill* to the *nominated account*; and

 

(iv)                   debitingany applicable fees, charges or premiums payable in respect of the *replacement**bill* under clause A2.3 of the General Terms and Conditionsto the *nominated account*.

 

(b)                       Asan alternative to the procedure outlined in paragraph (a) above, at *our* discretion, if *we* have agreed to accept a *replacement**bill**your*obligation to pay *us* the facevalue of the *maturing**bill* may be satisfied by *us*:

 

(i)                          debitingthe face value of the *maturing**bill* to an internal suspense accountmaintained by *us*; and

 

(ii)                       acceptingthe *replacement**bill*; and

 

(iii)                    crediting the *proceeds of discount* of the *replacement**bill* to an internal suspense account maintained by *us*;

 

(iv)                   debitingthe *nominated account* with theamount of the remaining balance of the suspense account maintained by *us*; and

 

(v)                      debitingany applicable fees, charges or premiums payable in respect of that *replacement**bill* under clause A2.3 of the General Terms and Conditionsto the *nominated account*.

 

**13**                        Payment of *bills*

** **

(a)                        *You* must pay to *us* the face value of a *bill*accepted, discounted or endorsed by *us*under the *facility* on its *maturity date*.

 

(b)                       *Your*obligations in relation to a *bill* so drawn and accepted, discounted orendorsed continue despite the fact that *we*are or become the holder of the *bill*in *our* own right on or after its *maturity date*.

 

(c)                        *We* may pay a *bill* on its *maturity date* without enquiring as to the title of theperson presenting the *bill* forpayment.

 

(d)                       *You* agree to indemnify *us* against any liability, loss or costs(including consequential or economic loss) *we*may incur on or in connection with:

 

(i)                          *your* or a *securityprovider*’s default under the *facility*;

 

(ii)                       *us* exercising, enforcing or preservingrights (or considering or attempting to do so) in connection with the *facility* or a *bill*.

 

*You* agree to pay *us* the amount of *our* liability, loss or costs when *we* specify. This indemnity is in additionto any other indemnity or obligation in *our*favour contained in this *Agreement*or given by law.

 

(e)                        *You* may not prepay any *bill* accepted, discounted or endorsed by *us* under the *facility* unless *we*agree.

 

**14**                        Power of attorney

** **

(a)                        Ifa *drawdown notice* in relation tothe *facility* provides that *we* are to draw *bills* under a power of attorney, *you* irrevocably appoint *us*to be *your* attorney on *your* behalf and in *your* name to draw, make, deliver, sign,endorse or negotiate any *bill*drawn or which may be drawn under the *facility*in accordance with this clause.

 

(b)                       *You* agree that:

 

(i)                          *we* may act on instructions oral or inwriting (including by facsimile) received from *you*concerning whether or not to draw *bills*and the aggregate face value and term of *bills*to be drawn, but *we* are notobliged to act on those instructions, and *we*may require *your*instructions to be in writing; and

 

(ii)                       thispower of attorney may be exercised under hand or by facsimile signature ofany two of *our* officers actingjointly who, at the time of exercise of power under this power of attorney, areauthorised by *us* to sign, acceptor endorse *bills*on *our* behalf; and

 

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(iii)                    this power of attorney is grantedto secure the performance of *your*obligations under the *facility*,is irrevocable and remains in full force and effect until *your* obligations under the *facility* and any *bills* are discharged; and

 

(iv)                   *you* will indemnify *us* and *our*officers against any liability, loss or *costs*(including consequential or economic loss) *we*may incur out of the exercise of any of the powers and authoritiescontained in this power of attorney; and

 

(v)                      noperson dealing with *us* need beconcerned to see or enquire as to the propriety or expediency of anything which*we* may do, purport to do orperform in *your* name byvirtue of this power of attorney; and

 

(vi)                   *you* will ratify and confirm all that *we* lawfully do or cause to be done byvirtue of this power of attorney.

 

**15**                        Cancellation by you

** **

(a)                        *You* may cancel the *facility*, with effect on the last *maturity date* of the *bills*outstanding under the *facility*, by giving *us* at least 30 *banking days*’ notice before the *maturity date*of each of those *bills*. *You*cannot revoke a notice once it is given under this clause unless *we* agree.

 

(b)                       If*you* give a notice under thisclause then:

 

(i)                          *we* are no longer obliged to accept,discount or endorse *bills*underthe *facility*; and

 

(ii)                       onthe *maturity date**you* must pay *us* the face value of the *maturingbills*accepted, discounted or endorsed under the *facility*.

 

**16**                        Economic costs and economic benefits

** **

(a)                        *Economic benefits* or *economic costs*may arise under the *facility* if an *economic event* occurs.

 

(b)                       *We* will determine the amount of any *economic benefits* and notify *you* of that amount (if any). *We* will pay *you* the amount of any *economicbenefits* so notified within 7 *bankingdays* of such notification.

 

(c)                        *We* determine any “*economic benefits*” arising under the *facility* by determining the net amount ofreturns and gains obtained by *us*in connection with an *economic event*including, without limitation, any amount determined by *us* to have been gained by *us* by reason of:

 

(i)                          increasesof profits or returns or other gains associated with changes in the ratesapplicable to *bills* under the *facility* and the rates applicable to *bills**we*would offer to enter into a new transaction when the event occurs, whichtransaction is with a customer equivalent to *you*for an amount of approximately the same amount as *you* pay, fail to pay or draw or are required to pay and fora term approximately equal to the period from when the event occurs to the date*we* assumed that amount wouldotherwise be due for payment (assuming, where appropriate, that *replacement**bills* are drawn and accepted, discounted or endorsed by *us* in respect of that amount); or

 

(ii)                       theliquidation of deposits or other funds, or the termination or reversing of anyswap or option agreement or other agreement or arrangement entered into by *us* (either generally in the course of *our* business or specifically in connectionwith this*Agreement*) to fund ormaintain the *facility* or tohedge, fix or limit *our* effectivecost of funding in relation to the *facility*.

 

(d)                       *Economic costs*will be determined andbecome payable under clause A3 of the General Terms and Conditions.

 

**17**                        How *we* assign debits

** **

Except as otherwise provided in these Specific Conditions, and subjectto this *Agreement*, *we* may debit all amounts, fees,charges or premiums payable by *you*in connection with the *facility*to the *nominated account*.

 

**18**                        Additional consequences if you are in default

** **

If *you* are in default under this *Agreement* then, in addition to clause A8.2of the General Terms and Conditions:

 

(a)                        ifon the day when *you* make apayment required under clause A8.2 of the General Terms and Conditions thereare any *bills* which have not beenpresented for payment, and a portion of that payment is not yet required tomeet payment of those *bills*, then*we* agree to deposit that portionin an interest bearing deposit account on terms which *we* think fit. The deposit may be madewith any person *we* decide on(including, without limitation, *ourselves*);and

 

(b)                       whena *bill* is subsequently presentedfor payment, *we* agree to applythe portion referred to in paragraph (a) above towards paying the holderof that *bill*. *We* agree to pay to *you* the amount which *we* certify to be that part of theportion, and any interest earnings (net of *our*income tax liability in connection with those earnings) on that part ofthe portion, remaining after satisfaction of all *your* obligations (contingent or otherwise) under this *Agreement* and any *facility*.

 

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**19**                        Rate advice

** **

(a)                        The*yield rate* applying on a *drawdown date*under the *facility*will be confirmed in the *Bill Facility Record* which *we* will forward to *you* within 7 *banking days* after the *drawdowndate*, except as set out in paragraph (b) below.

 

(b)                       Wherethe *facility*is described as aBill Facility – Acceptance/Discount – National Flexible Rate Facility in theDetails of Facilities, the weighted average of all *yield rates* applying to the *billcomponents* on a *drawdown date*under the *facility* will beconfirmed in the *Bill Facility Record*which*we* will forward to *you* within 7 *banking days* after the *drawdowndate*. Details of Facilities of individual *yield rates* are available on request.

 

(c)                        Ifthese Specific Conditions provide that *we*are to advise *you* of a rateapplying to *your**facility*, *you*may contact *us* before thefirst *drawing* is made under the *facility* to ascertain the rate that willapply to *your**facility*. The rate *we* quote will apply to *your**facility*if *you* make *your* first *drawing* by 4.30pm on the date *we* quote the rate. If this condition is not satisfied, thequote lapses and the quoted rate does not apply.

 

**20**                        Bill Facility - Option - Acceptance and Discount - Fixed Rate

** **

(a)                        *You* have the option to enter into a *fixed rate**bill**facility*having the characteristics set out in the Details of Facilities.

 

(b)                       Toexercise the option, *you* mustsend *us* before 3.00 pm (Melbournetime) on the *exercise date* anotice in a form acceptable to *us*in *our* discretion. Once given,this notice is irrevocable unless *we*in *our* discretion agree otherwise.

 

(c)                        *We* are not obliged to act in accordancewith a notice given by *you* underparagraph (b) above if *we*consider that any of the conditions precedent set out in this *Agreement* are not satisfied.

 

(d)                       *We* are not obliged to enter into a *fixed rate**bill**facility*with *you* on any date other thanthe *exercise date*. If *you* do not exercise the option on orbefore 3.00 pm (Melbourne time) on the *exercisedate*, the option lapses. *We*are not obliged to remind *you* orwarn *you* that this time isapproaching or has arrived.

 

(e)                        *You* may give *us* notice offering to surrender all or part ofthe option. Unless otherwise confirmed by *you*,an offer to surrender will be taken as an offer to surrender the whole of theoption. *We* may reject anoffer to surrender in *our* discretion.A surrender of the option will be effective only when the terms of thesurrender are agreed or, if an amount is payable to *you* in respect of the surrender, when such amount is paid. *You* will then be taken to have surrendered*your* rights in respect of theoption (or, if a partial surrender, the agreed part) and to have released *us* from any further obligation in respectof the option (or, if a partial surrender, the agreed part). Any notice givenby *us* confirming a surrender ofthe option will constitute conclusive evidence of the terms of the surrenderunless it is proved to be incorrect.

 

**21**                        Bill Facility - Acceptance and Discount – National Flexible Rate

** **

(a)                        Each*bill* drawn under the *facility* must be allocated to a *bill facility component* either:

 

(i)                          by*you* in accordance with paragraphs(b)-(c) below at the time *you*provide *us* with a *drawdown notice* for that *bill*; or

 

(ii)                       by*us* in accordance with clause 8 ofthese Specific Conditions – Bill Facility.

 

(b)                       If*we* agree that *bills* may be allocated to a *bill facility component* progressivelythen, subject to this*Agreement*:

 

(i)                          *you* must allocate *bills*in accordance with that agreementuntil the aggregate face value of the *bills*allocated to the relevant *bill facilitycomponent* is equivalent to the amount of the *bill facility component*; and

 

(ii)                       *you* must thereafter ensure that, until the*expiry date*, *bills* are allocated to the relevant *bill facility component* having anaggregate face value equivalent to the amount of the *bill facility component*.

 

(c)                        Ifparagraph (b) above does not apply, subject to this*Agreement*, on the first *drawdown date you* must allocate *bills* to each of the *fixed amount* and the *floor/cap amount*having an aggregate facevalue equivalent to the amount of the relevant *billfacility component*, and must ensure that, until the *expiry date*, *bills*are allocated to the relevant *bill facility component* having anaggregate face value equivalent to the amount of the *bill facility component*.

 

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**22**                        Bill Facility - Acceptance / Endorsement

** **

(a)                        Where*bills* are not to be discounted by*us*, *we*agree to make available to *you bills*accepted or endorsed under the *facility*by the time and in the placespecified in the Details of Facilities.

 

(b)                       If*we*are specified as a payingagent in the Details of Facilities, *you*authorise *us* to pay the facevalue of a *bill*drawn under the *facility*in accordance with its terms andconditions on *your* behalf to theperson presenting the *bill*forpayment.

 

**23**                        Late Presentation Fee

** **

A Late Presentation Fee is payable by *you*when a *drawdown notice* (togetherwith any accompanying *bills* as may berequired under this *Agreement*) isnot received by the date, or in the form, required under this *Agreement*. The Late Presentation Fee is anamount *we* determine by referenceto any agreed rates in relation to the *facility*,the aggregate face value of *bills*to be drawn on the *drawdown date*,the number of days between the relevant *drawdowndate* and the next *drawdown date*and the market rates for bank accepted *bills*previously on the relevant *drawdown date*.

 

**24**                        Definitions

** **

For the purposes of these Specific Conditions and the Details ofFacilities – Bill Acceptance/Discount Facility:

 

**amortising facility** means a *bill facility* described in the Details ofFacilities as an Amortising Facility.

 

**amortisation schedule **means, for a *facility*, the Amortisation Detailsspecified in the Details of Facilities for the *facility*or any *amortisation schedule *providedto *you* by *us* as a replacement, in accordance withthis*Agreement*.

 

**bill facility component** means each of the *fixed amount*, the *floating amount*and the *floor/cap amount*.

 

**Bill Facility Record** means a document bythat name issued by *us*.

 

**cap rate** means the rate specified as such in theDetails of Facilitiesfor the *facility*,or if the rate is not specified in the Details of Facilities, the rate advisedto *you* as such before the first *drawing* under the *facility* and confirmed in the first *Bill Facility Record**we* provide to *you*.

 

**commencement date**means, for a *bill facility*, the date specified as suchin the Details of Facilities for the *facility*.

 

**conversion rate** means the rate specified as such in theDetails of Facilitiesfor the *facility*,or if the rate is not specified in the Details of Facilities, the rate advisedto *you* as such before the first *drawing* under the *facility* and confirmed in the first *Bill Facility Record**we* provide to *you*.

 

**down and out rate**means the rate specified as such in theDetails of Facilities for the *facility*,or if the rate is not specified in the Details of Facilities, the rate advisedto *you* as such before the first *drawing* under the *facility* and confirmed in the first *Bill Facility Record**we* provide to *you*.

 

**Drawdown Schedule **means a document bythat name issued by *us*.

 

**economic benefits** is the amount determined in accordancewith clause 16 of these Specific Conditions – Bill Facility.

 

**exercise date**means for a *facility*described as a Bill Facility -Option - Acceptance and Discount - Fixed Rate the date specified as such in theDetails of Facilities.

 

**facility floor**means the amount specified as such in theDetails of Facilities of the *facility*asreduced or increased in accordance with this *Agreement*.

 

**fixed amount** means the amount specified as such in theDetails of Facilities for the *facility*asreduced or increased in accordance with this*Agreement*.

 

**fixed rate**means the rate specified as such in theDetails of Facilities for the *facility*,or if the rate is not specified in the Details of Facilities, the rate advisedto *you* as such before the first *drawing* under the *facility* and confirmed in the first *Bill Facility Record**we* provide to *you*.

 

**floating amount**means the amount specified as such in theDetails of Facilities for the *facility*asreduced or increased in accordance with this *Agreement*.

 

**floating rate** means on a *drawdown date* the rate at which *we* are prepared to purchase *bills*accepted, discounted or endorsed by *us*for persons of similar creditworthiness for a similar amount and duration onthat *drawdown date*. The *floating rate*is a rate (expressed as aper centum per annum yield to maturity) that varies from time to time.

 

**floor rate** means the rate specified as such in theDetails of Facilities for the *facility*,or if the rate is not specified in the Details of Facilities, the rate advisedto *you* as such before the first *drawing* under the *facility* and confirmed in the first *Bill Facility Record**we* provide to *you*. **floor/cap amount**means the amount specified as such in the Details of Facilities for the *facility*as reduced or increased inaccordance with this*Agreement*.

 

39

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**floor/cap rate**means on a *drawdowndate*:

 

(a)                        the*floor rate*, if the *floating rate*on that *drawdown date* is less than or equal to the*floor rate*;

 

(b)                       the*cap rate*, if the *floating rate*on that *drawdown date* is greater than or equal tothe *cap rate*; or

 

(c)                        the*floating rate*on that *drawdown date*, in any other case.

 

**non amortising facility**means a *bill facility* described as such in theDetails of Facilities for the *facility*.

 

**participation rate** means the rate specified as such in theDetails of Facilities for the *facility*,or if the rate is not specified in the Details of Facilities, the rate advisedto *you* as such before the first *drawing* under the *facility* and confirmed in the first *Bill Facility Record**we* provide to *you*.

 

**proceeds of discount**has the meaningdescribed in these Specific Conditions.

 

**rebate rate** means the rate specified as such in theDetails of Facilities for the *facility*,or if a rate is not specified in the Details of Facilities, the rate advised to*you* as such before the first *drawing* under the *facility* and confirmed in the first *Bill Facility Record**we* provide to *you*.

 

**trigger rate** means the rate specified as such in theDetails of Facilities for the *facility*,or if the rate is not specified in the Details of Facilities, the rate advisedto *you* as such before the first *drawing* under the *facility* and confirmed in the first *Bill Facility Record**we* provide to *you*.

 

**yieldrate**, in relation to a *facility*,has the meaning described in the Details of Facilities for that *facility*.

 

Thedefinitions of other terms used in these Specific Conditions may be foundin clause B6 of the General Terms and Conditions.

 

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# **10**                                  Specific Conditions – Bank Guarantee Facility

# ** **

**1**                               Application of Part

** **

Clauses2 to 14 (inclusive) of these Specific Conditions - Bank Guarantee Facilityapply to any *bank guarantee facility*.

 

**2**                               Issue of Bank Guarantees

** **

(a)                        Provided*you*have met all the conditionsprecedent and all financial, reporting or other covenants applicable to the *facility*, *you*may apply for *us* to issue a *bank guarantee* to a *beneficiary* on or before the *date issued*, but only if:

 

(i)                          the*facility**amount owing* for the *bank guarantee**facility* does not and, after the *bank guarantee* is issued, will not exceed the *facility limit* less any *facility limit**deduction*; and

 

(ii)                       *you* have submitted a complete and properlyauthorised *bank guarantee* requestin the form required by *us*from time to time.

 

(b)                       *We* may accept or reject *your* application for a *bank guarantee* in *our* discretion.

 

**3**                               Payment of Bank Guarantee

** **

(a)                        Inaddition to any indemnity obligations in the General Terms and Conditions, *you* indemnify *us* in respect of any amount *we*pay to a *beneficiary* under a *bank guarantee.*Any amount *you* must pay *us* under this clause is payable in Australian dollars andbecomes due and payable upon the earlier of:

 

(i)                          *our*making payment under a *bank guarantee*; or

 

(ii)                       *our* incurring an obligation to makepayment under a *bank guarantee*,or

 

(iii)                    *your*default under this *Letter of Offer*.

 

**4**                               *We*may end*our*obligation

** **

*We* may, at any time, end *our* obligations under a *bank guarantee* by paying to the *beneficiary* the *guaranteed amount* (or the balance of the *guaranteed amount* remaining after any part paymentof the *guaranteed amount*) *we* are, or may be, liable to pay tothat *beneficiary* under the *bank guarantee* (or such lesser amount asthe *beneficiary* requires), eventhough no demand is made on *us* bythat *beneficiary*.

 

**5**                               Partial payments

** **

*You* agree that if a demand is made by a *beneficiary* for a partial payment of the *guaranteed amount*, *we* may at *our* discretion and without further reference to *you*, pay the amount demanded and issue tothe *beneficiary* a replacement *bank guarantee* for the balance of the *guaranteed amount*. This procedure may berepeated at *our* discretion. *You* agree that the terms and conditions ofthis *Letter of Offer* apply to anyreplacement *bank guarantee* issuedunder this clause as if details of that *bankguarantee* were included in the Details of Facilities.

 

**6**                               No obligations to enquire

** **

(a)                        *You* irrevocably authorise *us* to immediately pay any amount demandedat any time under a *bank guarantee*.

 

(b)                       *You* agree that *we*:

 

(i)                          neednot first refer to *you* or obtain *your* authority for the payment;

 

(ii)                       neednot enquire into the correctness or validity of any demand made on *us* under a *bank guarantee*; and

 

(iii)                    may meet any demand eventhough *you* dispute the validityof the demand.

 

**7**                               Return of Bank Guarantees

** **

*You* are to return to *us* a *bankguarantee* if it is ever given to *you*by the *beneficiary* on productionof a bill of lading or otherwise.

 

**8**                               Foreign currency conversion

** **

If *we* pay any amount to a *beneficiary* in a foreign currency, for thepurposes of calculating the amount in Australian Dollars for which *you* indemnify *us* under clause 3 of these Specific Conditions – BankGuarantee Facility, the foreign currency amount is to be converted toAustralian Dollars at the spot rate of exchange quoted by *us* on the day *we* make the payment to the *beneficiary*.

 

41

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**9**                               Additional consequences if *you*are in default

** **

(a)                        If*you* are in default under this *Letter of Offer* then, in addition toclause 8 of the General Terms and Conditions, the following provisions willapply.

 

(b)                       If,on a day when *you* make a paymentrequired under clause A8.2 of the General Terms and Conditions, there are any *bank guarantee*s in respect of whichpayment of the whole or part of the *guaranteedamount* has not yet been demanded by the *beneficiary*, and a portion of that payment represents thoseundemanded *guaranteed amounts*,then *we* agree:

 

(i)                          todeposit that portion in an interest bearing deposit account on terms which *we* consider appropriate (which may includemaking the deposit with ourselves);

 

(ii)                       touse the deposited amount towards paying a *beneficiary*of a *bank guarantee* when the *beneficiary* demands payment of moneys *we* are liable to pay under the *bank guarantee*; and

 

(iii)                    to pay to *you* the amount which *we* certify is that part of thedeposited amount and the interest earned on it (net of *our* income tax liability in connectionwith those earnings) which remains after all of *your* obligations (contingent or otherwise) under this *Agreement* and any *facility* have been satisfied.

 

**10**                        Indemnity by you

** **

As aseparate obligation, *you*indemnify *us* against all actions,proceedings, claims and demands brought or made against *us* and against all losses, costs, charges,damages and expenses which *we*incur or sustain or for which *we*become liable, directly or indirectly, because of the issue of any *bank guarantee*.

 

**11**                        Preservation of your liability

** **

*Your* liabilities and *our* rights under these Specific Conditionsare not affected by anything which might otherwise have that effect at law orin equity including, without limitation, one or more of the following (whetheroccurring with or without the consent of a person):

 

(a)                        anyinaccuracy, insufficiency or forgery or in any certificate or other instrumentwhich purports to be made, issued or delivered under this *Agreement* or under any *bank guarantee*; or

 

(b)                       *our* or another person granting time orother indulgence (with or without the imposition of an additional burden) to,compounding or compromising with or wholly or partially releasing *you* or another person in any way; or

 

(c)                        laches,acquiescence, delay, acts, omissions or mistakes on *our* part or on that of another person; or

 

(d)                       anyvariation or novation of a right of ours or that of another person, oralteration of a document, in respect of *you*or another person including, without limitation, an increase in the maximumliability of or other variation in connection with a *bank guarantee*; or

 

(e)                        theinvalidity or unenforceability of an obligation or liability of a person otherthan *you*; or

 

(f)                          invalidityor irregularity in the execution of this *Agreement*by *you* or any deficiency in *your* powers to enter into or observe *your* obligations under this *Agreement*.

 

**12**                        Late Payments

** **

If apayment is made under a *bank guarantee*and is not promptly reimbursed to *us*by *you:*

 

(a)                        *you*authorise *us*to debit the amount of the *drawing*(less any reimbursements in relation to that *drawing*) to any *account**you*havewith *us*(even if this would causethe *account* to become overdrawnor for any applicable overdraft limit to be exceeded); and

 

(b)                       defaultinterest shall apply to the amount of the *drawing*that is not reimbursed, in accordance with clause A2.4 of the General Terms andConditions.

 

**13**                        How *we* assign debits

** **

*We* may debit any *account**you*have with *us*, with any amount *you* owe *us*under or in connection with the *facility*.

 

**14**                        Definitions

** **

For the purposes of these Specific Conditions and the Details ofFacilities – Bank Guarantee Facility:

 

**bank guarantee facility**means a *facility* which is described in the Detailsof Facilities as a Bank Guarantee Facility.

 

**guaranteed amount** means, in relation to a *bank guarantee*, the amount specified asthe Guaranteed Amount in the *bank guarantee*.The definitions of other terms used in these Specific Conditions may befound in clause B6 of the General Terms and Conditions.

 

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**Acceptance of Letter ofOffer**

** **

To accept this *Letter of Offer*, each Customer**must signthe duplicate and return it to *us*beforethe lapse date set out at the beginning of this document.

 

By executing thisdocument below, the *Customer*;

 

1.                                      acceptsthe *Letter of Offer*;

 

2.                                      declaresthat all the information the *Customer*has given *us* is accurate and notmisleading and it is aware that *we*are relying on it; and

 

3.                                      acknowledgesthat before indicating that the *Customer*intends to be bound, the *Customer*has;

 

(i)                                     readthe Details of Facilities, Parts 4 to 7 (inclusive), any Specific Conditionsand the General Terms and Conditions; and

 

(ii)                                  receivedand read a copy of each other contract documentation described within the *Letter of Offer*; and

 

4.                                      acknowledgesthat, except to the extent that a security’s application is excluded inrelation to a *facility* as set outin the Details of Facilities, every *security*held by *us* (including the *securities*) extends to the agreementbetween the *Customer* and *us* which results from the *Customer*’s acceptance of this *Letter of Offer*, in addition to all otherliabilities secured by those *securities*;and

 

5.                                      acknowledgesand agrees that**any existingcontractual documentation detailed in Part 3 of this *Letter of Offer*is varied as set out inthat Part 3; and

 

6.                                      declaresthat the *Customer* understandsthat any mortgaged or secured property will be at risk if the *Customer* or any *security provider* defaults; and

 

7.                                      nominatesthe following address for service of notices for the purposes of the *Agreement*

 

3/391Park Rd, Regents Park NSW 2143; and

 

8.                                      acknowledgesthat *we* may pay a commissionfor the introduction of credit business where the *Customer* has been introduced to *us* by a third party.

 
| Yours sincerely,   |
|--------------------|
|               |
| /s/ Graeme Johnson |   |
| Graeme Johnson     |
| Associate Director |

 

 

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Incorporated*Customers*signthe duplicate copy of this *Letter of Offer*where indicated as an acceptance of thesearrangements and return to *us*. The original may be retained for the *Customer’s*records.

 

**Companies Executing without using a Common Seal**

** **

** **

ExecutedBy

 

ChannellBushman Pty Limited

 

Bybeing signed by:

 

 
| /s/ JERRY  COLLAZO             |   |   | /s/ N.J.  MORGANTI               |   |
|--------------------------------|--------|--------|----------------------------------|--------|
| Signature of authorised person |   |   | Signature of authorised person   |   |
|                           |   |   |                             |   |
| JERRY COLLAZO                  |   |   | NICK MORGANTI                    |   |
| Name of authorised person      |   |   | Name of authorised person        |   |
|                           |   |   |                             |   |
| CHIEF FINANCIAL  OFFICER       |   |   | MANAGING  DIRECTOR - AUSTRALASIA |   |
| Office held                    |   |   | Office held                      |   |
|                           |   |   |                             |   |
| 04                             | /      | 28     | /                                | 2006   |   |   | 05 | / | 10 | / | 2006 |   |
| Date                           |   |   | Date                             |   |
|                                |        |        |                                  |        |  |  |  |  |  |  |  |  |

 

 

ExecutedBy

 

BushmansGroup Pty Ltd

 

Bybeing signed by:

 

 
| /s/ JERRY  COLLAZO             |   |   | /s/ N.J.  MORGANTI               |   |
|--------------------------------|--------|--------|----------------------------------|--------|
| Signature of authorised person |   |   | Signature of authorised person   |   |
|                           |   |   |                             |   |
| JERRY COLLAZO                  |   |   | NICK MORGANTI                    |   |
| Name of authorised person      |   |   | Name of authorised person        |   |
|                           |   |   |                             |   |
| CHIEF FINANCIAL  OFFICER       |   |   | MANAGING  DIRECTOR - AUSTRALASIA |   |
| Office held                    |   |   | Office held                      |   |
|                           |   |   |                             |   |
| 04                             | /      | 28     | /                                | 2006   |   |   | 05 | / | 10 | / | 2006 |   |
| Date                           |   |   | Date                             |   |
|                                |        |        |                                  |        |  |  |  |  |  |  |  |  |

 

44

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ExecutedBy

 

ChannellPty Limited

 

Bybeing signed by:

 

 
| /s/ JERRY  COLLAZO             |   |   | /s/ N.J.  MORGANTI               |   |
|--------------------------------|--------|--------|----------------------------------|--------|
| Signature of authorised person |   |   | Signature of authorised person   |   |
|                           |   |   |                             |   |
| JERRY COLLAZO                  |   |   | NICK MORGANTI                    |   |
| Name of authorised person      |   |   | Name of authorised person        |   |
|                           |   |   |                             |   |
| CHIEF FINANCIAL  OFFICER       |   |   | MANAGING  DIRECTOR - AUSTRALASIA |   |
| Office held                    |   |   | Office held                      |   |
|                           |   |   |                             |   |
| 04                             | /      | 28     | /                                | 2006   |   |   | 05 | / | 10 | / | 2006 |   |
| Date                           |   |   | Date                             |   |
|                                |        |        |                                  |        |  |  |  |  |  |  |  |  |

 

 

ExecutedBy

 

BushmansEngineering Pty Ltd

 

Bybeing signed by:

 

 
| /s/ JERRY  COLLAZO             |   |   | /s/ N.J.  MORGANTI               |   |
|--------------------------------|--------|--------|----------------------------------|--------|
| Signature of authorised person |   |   | Signature of authorised person   |   |
|                           |   |   |                             |   |
| JERRY COLLAZO                  |   |   | NICK MORGANTI                    |   |
| Name of authorised person      |   |   | Name of authorised person        |   |
|                           |   |   |                             |   |
| CHIEF FINANCIAL  OFFICER       |   |   | MANAGING  DIRECTOR - AUSTRALASIA |   |
| Office held                    |   |   | Office held                      |   |
|                           |   |   |                             |   |
| 04                             | /      | 28     | /                                | 2006   |   |   | 05 | / | 10 | / | 2006 |   |
| Date                           |   |   | Date                             |   |
|                                |        |        |                                  |        |  |  |  |  |  |  |  |  |

 

45

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ExecutedBy

 

PolyribTanks Pty Ltd

 

Bybeing signed by:

 

 
| /s/ JERRY COLLAZO              |   |   | /s/ N.J.  MORGANTI               |   |
|--------------------------------|--------|--------|----------------------------------|--------|
| Signature of authorised person |   |   | Signature of authorised person   |   |
|                           |   |   |                             |   |
| JERRY COLLAZO                  |   |   | NICK MORGANTI                    |   |
| Name of authorised person      |   |   | Name of authorised person        |   |
|                           |   |   |                             |   |
| CHIEF FINANCIAL  OFFICER       |   |   | MANAGING  DIRECTOR - AUSTRALASIA |   |
| Office held                    |   |   | Office held                      |   |
|                           |   |   |                             |   |
| 04                             | /      | 28     | /                                | 2006   |   |   | 05 | / | 10 | / | 2006 |   |
| Date                           |   |   | Date                             |   |
|                                |        |        |                                  |        |  |  |  |  |  |  |  |  |

 

 

ExecutedBy

 

AustralianBushman Tanks Pty Ltd

 

Bybeing signed by:

 

 
| /s/ JERRY  COLLAZO             |   |   | /s/ N.J.  MORGANTI               |   |
|--------------------------------|--------|--------|----------------------------------|--------|
| Signature of authorised person |   |   | Signature of authorised person   |   |
|                           |   |   |                             |   |
| JERRY COLLAZO                  |   |   | NICK MORGANTI                    |   |
| Name of authorised person      |   |   | Name of authorised person        |   |
|                           |   |   |                             |   |
| CHIEF FINANCIAL  OFFICER       |   |   | MANAGING  DIRECTOR - AUSTRALASIA |   |
| Office held                    |   |   | Office held                      |   |
|                           |   |   |                             |   |
| 04                             | /      | 28     | /                                | 2006   |   |   | 05 | / | 10 | / | 2006 |   |
| Date                           |   |   | Date                             |   |
|                                |        |        |                                  |        |  |  |  |  |  |  |  |  |

 

46

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