Contents               **1** **Definitions and Interpretation**  **1**   1.1 Definitions  1   1.2 Construction  8   1.3 Headings  9          **2** **Duration and appointment of trustee**  **9**   2.1 Duration  9   2.2 Appointment of Trustee  9   2.3 Binding on Note Holders  10          **3** **Acknowledgment of debt**  **10**   3.1 Debt  10   3.2 Release of Indebtedness  10          **4** **Types of notes and terms**  **10**   4.1 Types of Notes  10          **5** **Issuance and repayment of Notes**  **10**   5.1 Power to refuse to issue  10   5.2 Issue of Notes  10   5.3 Notes deemed to be validly issued  11   5.4 Rectification of invalid issues  11   5.5 Company not to be relieved from compliance  11          **6** **Obligations of the Company**  **11**   6.1 Company to provide financial reports  11   6.2 Other obligations of the Company  11   6.3 Undertakings  13   6.4 Insurance  13   6.5 Borrowing conditions  14          **7** **Powers and obligations of the Trustee**  **14**   7.1 Obligations of the Trustee  14   7.2 Power to invest  15   7.3 General powers of Trustee  15   7.4 Discretion of Trustee as to exercise of powers  16   7.5 Trustee not responsible for monitoring  16   7.6 Discretion of Trustee upon default  16   7.7 Directions, rights and protections  17   7.8 Trustee’s costs on enforcement  17   7.9 Indemnity of Trustee  17   7.10 Trustee’s duty  18   7.11 Limitation on liability  18   7.12 Determination of matters of doubt  19   7.13 Act on opinion of experts  20   7.14 Acceptance of certificates  20   7.15 Other capacities of Trustee  20 
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           7.16 Other activities of Trustee  21          **8** **Remuneration of Trustee**  **21**   8.1 Fees  21   8.2 Trustee’s disbursements  21   8.3 Priority of fees and disbursements  22          **9** **Representations and Warranties**  **22**          **10** **Default**  **23**   10.1 Default Events  23   10.2 Issue of Default Notice  25   10.3 Enforcement  26   10.4 Compliance with Laws  26          **11** **Preservation of Trustee’s rights**  **26**   11.1 Primary obligations  26   11.2 Preservation of Company’s obligations  27   11.3 Reinstatement of rights of Trustee  27   11.4 No merger  27          **12** **Goods and services tax**  **27**   12.1 Taxable supply  27   12.2 Adjustment events  27   12.3 Payments  27          **13** **Change of trustee**  **28**   13.1 Retirement of Trustee  28   13.2 Removal of Trustee  28   13.3 Appointment of New Trustee  29          **14** **Register of Note Holders**  **29**   14.1 Register  29   14.2 Inspection of Register  29   14.3 Delegation of powers  29          **15** **Meetings of Note Holders**  **30**   15.1 Convening of Meetings by the Company or the Trustee  30   15.2 Convening of Meetings by requisition  30   15.3 Manner of convening Meetings  30   15.4 Chairman  30   15.5 Quorum and adjournments  30   15.6 Reference by Trustee  31   15.7 Voting  31   15.8 Polls  32   15.9 Recognition of person registered  32   15.10 Proxies, attorneys and Representatives  32   15.11 Powers of Meeting  33   15.12 Passing of resolutions  34   15.13 Resolutions binding  35 
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           15.14 Minutes  35   15.15 Limitation on Company’s responsibility  35          **16** **Discharge and Release**  **36**          **17** **Amendments to this document**  **36**   17.1 General amending power with Trustee’s concurrence  36   17.2 Amendment by circulation of terms and offer to repay  37   17.3 Other modes of amendment  38          **18** **Notices**  **38**   18.1 General  38   18.2 How to give a communication  39   18.3 Particulars for delivery of notices  39   18.4 Communications by post  39   18.5 Communications by fax  39   18.6 Communications by e-mail  40   18.7 After hours communications  40   18.8 Proving giving of a notice  40   18.9 Process service  40          **19** **General**  **40**   19.1 Note Holder’s right to sue  40   19.2 Documents and notices by Note Holders  41   19.3 Governing law  41   19.4 Inconsistencies and severance  41   19.5 Stamp duty  43   19.6 Supervening legislation  43   19.7 Confidentiality  44   19.8 Further assurances  44   19.9 Waiver and exercise of rights  44   19.10 Rights cumulative  45   19.11 Approval and consent  45   19.12 Assignment  45   19.13 Counterparts  45          **Schedule 1 — Minimum Cash Levels**  **46** 
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  **Date** 30 July 2009   Parties   **Metal Storm Limited**ABN 99 064 270 006 of Building 4, 848 Boundary Road, RichlandsQLD 4077 (**Company**)   **ANZ Trustees Limited**ABN 33 006 132 332 of Level 4, 100 Queen Street, Melbourne VIC3000 (**Trustee**)   Background A  The Company may issue convertible notes in such manner and onsuch terms as the Directors of the Company determine. B  It is proposed that the Company will issue Notes from time totime on the terms of this document and on the Terms. C  The Trustee has agreed to act as trustee under this document forthe Note Holders on the terms of this document.   Agreed terms 1 Definitions and Interpretation **1.1** **Definitions**   In this document:   **Acceleration Event**means each of the following while there are any Notes (whether or notcaused by anything outside the control of the Company): (a) if the Company, without the prior approval of Note Holders by way ofOrdinary Resolution, pays a dividend or distribution to its shareholders;  (b) if, without the prior approval of Note Holders by way of OrdinaryResolution, a Takeover Event which negatively affects the Company’s ability to meetits obligations under the Terms or the Harmony Loan Agreement, occurs;
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 (c) if, without the prior approval of Note Holders by way of OrdinaryResolution, the total amount of cash held in the Group’s bank accounts and inmarketable securities falls below the Minimum Cash Levels;  (d) if any Material Contract is breached, terminated or found to be void orvoidable;  (e) if the process of commercialisation of the key technology of the Companyfails to achieve the following milestones to the satisfaction of Note Holders(resolved by way of Ordinary Resolution) or an independent expert appointed by theTrustee: (i) two fully functional prototypes of stabilised remotelyoperable weapons systems including an Electro Optic Systems electronic firecontrol system and a Metal Storm Ballistic Weapon, as defined in the TeamingAgreement between Electro Optic Systems Pty Limited and the Company dated 2August 2005 (subsequently named the Redback System) are assembled and readyfor inspection by representatives of Harmony and customers before 30 June2007;  (ii) two fully functional prototype units of the Three ShotGrenade Launcher (known as “3GL”) are assembled and ready for inspection byrepresentatives of Harmony and customers before 30 June 2007; and  (iii) a successful live test firing of low velocity air burstrounds and low velocity high explosive rounds suitable for Metal StormBallistic Weapons in conjunction with Singapore Technologies Kinectics Ltd(as defined in the Teaming Agreement between the Company and SingaporeTechnologies Kinetics Ltd dated 28 September 2005) before 30 June 2007; (f) if any member of the Group fails to obtain or preserve any and allAuthorisations, Licences, Leases or Intellectual Property which are material to theGroup’s business operations;  (g) if any member of the Group engages in or otherwise becomes a party to orthe subject of any litigation, dispute or challenge in relation to any IntellectualProperty, Licenses or Leases which is, or potentially is, materially adverse to theGroup’s business operations; or  (h) if, without the prior written consent of the Trustee, such consent not tobe unreasonably withheld or delayed, the Company assigns, transfers or parts withpossession of a substantial part of its undertaking or assets representing by value50% or more of: (i) consolidated equity interests as defined in the ListingRules;  (ii) consolidated assets; or  (iii) consolidated operating revenue,   otherwise than in the ordinary course of its business or as permitted under theListing Rules.
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  **ASIC**means the Australian Securities and Investments Commission and any duly appointeddelegate of ASIC or any such successor.   **Assets**means any legal or equitable estate or interest of the Company in any present andfuture assets, undertaking and property (including its uncalled capital and called butunpaid capital from time to time).   **ASX**means ASX Limited ACN 008 624 691 or any successor body and, where the contextrequires, the securities exchange it operates.   **Auditor**means a “registered company auditor” (as defined in the Corporations Act)appointed by the Company in accordance with the Corporations Act as its auditor for thetime being.   **Authorisation**includes: (a) any consent, authorisation, registration, filing, lodgement, agreement,notarisation, certificate, permission, licence, approval, authority or exemptionfrom, by or with a Governmental Agency; or  (b) in relation to anything which will be fully or partly prohibited orrestricted by law if a Governmental Agency intervenes or acts in any way within aspecified period after lodgement, filing, registration or notification, the expiryof that period without intervention or action.  **Bank**means a corporation authorised under the *Banking Act 1959*or any other relevantlegislation to carry on the general business of banking in Australia.   **Business Day**means a Trading Day as defined in the Listing Rules.   **Chairman**means a person nominated or appointed to chair a Meeting in accordance with**clause 15.4**.   **Corporations Act**means the *Corporations Act 2001*(Commonwealth).   **Court**has the meaning given to that term by the Corporations Act.   **Default Event**means any event or circumstance described in **clause 10.1**.   **Default Notice**means a notice issued by the Trustee to the Company under **clause 10.2**.   **Directors**means the directors of the Company holding office from time to time.   **Directors’ Certificate**means a certificate signed by two Directors or a Director and thecompany secretary on behalf of all Directors.   **Encumbrance**includes any mortgage, pledge, lien or charge or any security or preferentialinterest or arrangement of any kind or any other right of, or arrangement with, anycreditor to have its claims satisfied in priority to other creditors with, or from theproceeds of, any asset. Without limitation, it includes security by way of deposit ofmoneys or other property and title retention other than in the ordinary course ofday-to-day trading. It does not include: (a) any lien arising by operation of law in the ordinary course of business;  (b) any charge or lien in favour of a governmental agency arising byoperation of law; or
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 (c) deposits of money or property in the ordinary course of business by wayof security for the performance of statutory obligations, where there is no defaultin respect of the secured obligations.  **Encumbrancer**means the holder for the time being of an Encumbrance.   **Extraordinary Resolution**means a resolution, not being an Ordinary Resolution, passed inaccordance with **clause 15.12**.   **Financial Indebtedness**means any indebtedness for moneys borrowed or raised by theCompany.   **Governmental Agency**means the Crown, a government, a government department, or agovernmental, semi-governmental, statutory, administrative, parliamentary, provincial,public, municipal, local, judicial or quasi-judicial body of either Australia orSingapore.   **Group**means the Company and its Subsidiaries and **member of the Group**means any one ofthose entities.   **GST**means GST within the meaning of the GST Act and includes penalties and interest.   **GST Act**means the *A New Tax System (Goods and Services Tax) Act 1999*(Commonwealth).   **Harmony**means Harmony Investment Fund Limited a company incorporated in the CaymanIslands with Company Registration No. CB-150702.   **Harmony Loan Agreement**means the working capital facility agreement between Harmony andthe Company dated 16 June 2006.   **Intellectual Property**means any intellectual or industrial property including: (a) a patent, trade mark, service mark, copyright, registered design, tradesecret, domain name or confidential information; or  (b) a licence or other right to use or to grant the use of any of theforegoing or to be the registered proprietor or user of any of the foregoing.  **Issue Date**means the date Notes are first issued in accordance with the terms of thisDeed.   **Lease**means: (a) a lease, charter, bailment, hire purchase or hiring arrangement of anyproperty;  (b) a right to use Intellectual Property or a franchise; or  (c) an agreement under which property is or may be used or operated by aperson other than the owner.  **Legal Personal Representative**includes: (a) in respect of a person who is not a natural person, any Receiver,liquidator, administrator or controller of that person; and
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 (b) in respect of a natural person, any executor or administrator of thatperson’s estate.  **Liability**means any and all liabilities of any nature, absolute, accrued, actual,contingent, present or future, liquidated or unliquidated, matured or unmaturedincluding, without limitation, any Taxes, imposts, duties (howsoever called or imposed)of any nature whatsoever provided that such liabilities are recognised by generallyaccepted accounting principles and practice.   **Licence**means a consent, permit or licence under any statute or any other law held orrequired to be held by or on behalf of the Company in connection with the Assets or anactivity or business conducted in connection with the Assets.   **Listing Rules**means the official listing rules of ASX and any other rules of ASX whichare applicable while any Notes are quoted on ASX, each as amended or replaced from timeto time, except to the extent of any express written waiver by ASX.   **Material Adverse Effect**in relation to an event, means a material adverse effect on theability of the Group (taken as a whole) to meet its obligations to the Note Holders.   **Material Contract**means the teaming agreements between the Company and the followingparties: (a) Singapore Technologies Kinetic Ltd dated 28 September 2005; and  (b) Electro Optic Systems Pty Limited dated 2 August 2005.  **Meeting**means a meeting of Note Holders.   **Minimum Cash Levels**means the amounts specified in **schedule 1**.   **Note**means a convertible note issued by the Company pursuant to this document, an OfferDocument and the Terms.   **Note Holder**means a person who has been entered in the Register as the holder of a Noteand includes joint Note Holders.   **Offer Document**means a document issued by the Company which contains an offer by theCompany for the issue of Notes and includes any disclosure document or supplementary orreplacement disclosure document issued under the Corporations Act.   **Ordinary Resolution**means a resolution passed by at least 50% of the votes cast by NoteHolders entitled to vote on the resolution.   **Outstanding Moneys**means the aggregate of: (a) the principal, any interest and any other moneys in respect of the Notesfrom time to time payable to, or at the direction of, the Trustee or NoteHolders pursuant to this document and the Terms applicable to those Notes; and  (b) all other moneys from time to time payable to the Trustee pursuant tothis document.
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  **Permitted Encumbrance**means: (a) the fixed and floating charge over the Assets of the Company in favour ofthe Trustee on behalf of certain Note Holders approved by Note Holders on 31 July2009; or  (b) any Encumbrance approved by Note Holders by way of Ordinary Resolution.  **Permitted Financial Indebtedness**means: (a) Financial Indebtedness in accordance with borrowing facilities of theGroup existing at the date of this document;  (b) Financial Indebtedness under the Harmony Loan Agreement;  (c) the Outstanding Moneys;  (d) Financial Indebtedness incurred for the purposes of repaying part or allof the Outstanding Moneys;  (e) Financial Indebtedness which is subordinated in priority to theOutstanding Moneys;  (f) Financial Indebtedness incurred in connection with premium funding forany insurance policies maintained by the Group, including Directors’ and officersliability insurance and public and products liability insurance;  (g) Financial Indebtedness owing by any member of the Group to another;  (h) Financial Indebtedness approved by Note Holders by way of OrdinaryResolution; or  (i) any other Financial Indebtedness not exceeding $1,000,000 in aggregate atany time.  **Receiver**includes a receiver and manager.   **Register**means the register of Note Holders established and maintained by, or on behalfof, the Company pursuant to **clause 14.1**and the Corporations Act.   **Related Corporation**has the meaning given to the term “related body corporate” by theCorporations Act.   **Representative**means a person authorised in accordance with section 250D of theCorporations Act to act as a representative of a Note Holder which is a corporation at aMeeting.   **Share**means a fully paid ordinary share in the capital of the Company.   **Subsidiary**has the meaning given to that term in the Corporations Act.   **Takeover Event**means: (a) a takeover bid (as defined in the Corporations Act) is made to acquireall or some of the Shares; and: (i) the offer is or becomes, unconditional; and
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 (ii) the bidder has a relevant interest in more than 50% of theShares on issue; or (b) the Company lodges with ASIC a draft explanatory statement for a schemeof arrangement that the Company proposes to enter into under Part 5.1 of theCorporations Act, which, if approved and implemented, will result in a person havinga relevant interest in more than 50% of the Shares that will be on issue after thescheme is implemented, and the scheme is approved by the Court.  **Taxes**includes any: (a) present or future stamp or documentary taxes, or any other excise orproperty taxes, charges or similar levies, interest, penalties, charges, fees orother amounts (if any) imposed, levied, collected, withheld or assessed which arisefrom any payment made to, or by, the Trustee or the Company under this document orany other instrument delivered under this document or which are imposed on theTrustee or the Company in respect of the Notes;  (b) taxes, levies, imposts, duties, deductions or withholdings (howsoevercalled), interest, penalties, charges, fees or other amounts (if any) imposed,levied, collected, withheld or assessed of any nature whatsoever, whensoever andhowsoever imposed, and all Liabilities with respect thereto which arise from anypayment made to, or by, the Trustee or the Company under this document or any otherinstrument delivered under this document; or  (c) taxes, interests, penalties, charges, fees or other amounts (if any)imposed, levied, collected, withheld or assessed upon: (i) the Notes; or  (ii) the Trustee, the Company or both of them in their capacityas trustee or issuer of the Notes (respectively),  all such taxes and imposts to include, without limitation, all imposts made pursuant tothe *Income Tax Assessment Act 1936*(Commonwealth), the Income *Tax Assessment Act 1997*(Commonwealth), financial institutions duty, debits tax, withholding tax, goods andservices tax, stamp or documentary taxes, or any other excise or property taxes, chargesor similar levies (howsoever called) imposed, levied, collected, withheld or assessed byAustralia or any political sub-division in, or of, Australia or any other jurisdictionfrom, or to, which a payment is made by, or on behalf of, a Note Holder or pursuant toany legislation enacted, proclaimed or otherwise brought into operation by any of theforegoing.   **Terms**means the terms on which Notes are issued from time to time under this document, asamended from time to time.   **Threshold Amount**means $150,000.   **Trust**means the Metal Storm Convertible Notes Trust established under this document.
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  **Trustee**means the trustee for the time being whether original, additional or substituted.   **Trustee Company**means a corporation which, pursuant to section 283AC of the CorporationsAct, is able to act as a trustee for the holders of “debentures” (as defined in theCorporations Act).**1.2** **Construction**  Unless expressed to the contrary, in this document: (a) no rule of construction will apply to a clause to the disadvantage of aparty merely because that party put forward the clause or would otherwise benefitfrom it;  (b) words importing: (i) the singular include the plural and vice versa; and  (ii) any gender includes the other genders; (c) if a word or phrase is defined its other grammatical forms havecorresponding meanings;  (d) “includes” means includes without limitation;  (e) a reference to: (i) a person includes a partnership, joint venture, a firm,unincorporated association, corporation and a government or statutory body orauthority;  (ii) a person includes its Legal Personal Representative,successors and assigns and persons substituted by novation;  (iii) any legislation includes subordinate legislation under itand includes that legislation and subordinate legislation as modified orreplaced;  (iv) a right includes a benefit, remedy, discretion, or power;  (v) an obligation includes a warranty or representation and areference to a failure to observe or perform an obligation includes a breachof warranty or representation;  (vi) provisions or parts of this document or another document,agreement understanding or arrangement include a reference to both expressand implied provisions and terms;  (vii) time is to local time in Brisbane;  (viii) “$” or “dollars” is a reference to the lawful currency of Australia;  (ix) this document or any other document includes the documentas novated, varied or replaced and despite any change in the identity of theparties;
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 (x) writing includes any mode of representing or reproducingwords in tangible and permanently visible form, and includes facsimiletransmission;  (xi) this document includes all schedules and annexures to it;and  (xii) a clause, schedule or annexure is a reference to a clause,schedule or annexure, as the case may be, of this document; (f) if the date on or by which any act must be done under this document isnot a Business Day, the act must be done on or by the next Business Day; and  (g) where time is to be calculated by reference to a day or event, that dayor the day of that event is excluded;  (h) all references to a covenant by either party to this document includes anintention by the party making it that such covenant will be for the benefit of theother party and the Note Holders jointly and to each of them severally;  (i) where applicable, “corporation”, “marketable security”, “securities”,“control” and “share” each has the meaning given to it in the Corporations Act; and  (j) in **clause 12**, “adjustment event”, “consideration”, “GST”, “input taxcredit”, “supply”, “taxable supply” and “tax invoice” each has the meaning which itis defined to have in the GST Act.**1.3** **Headings**   Headings do not affect the interpretation of this document. 2 Duration and appointment of trustee **2.1** **Duration**   The Trust: (a) commences on the date of this document and ends on the first to occur of: (i) termination under **clause 16**; and  (ii) 80 years less one day after the date of this document; and (b) will be known as the “Metal Storm Convertible Notes Trust”.**2.2** **Appointment of Trustee**   The Trustee is appointed as the trustee for the Note Holders and agrees to hold ontrust the benefit of this document for the Note Holders. Without limiting the foregoing,the benefit of this document includes the right to enforce: (a) the Company’s obligation to repay the principal and interest (ifapplicable) on the Notes to the Note Holders in accordance with the Terms; and
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 (b) any of the other obligations of the Company to the Note Holders under theTerms, this document or Chapter 2L of the Corporations Act.**2.3** **Binding on Note Holders**   Any action taken by the Trustee under this document is binding on all NoteHolders. 3 Acknowledgment of debt **3.1** **Debt**   The Company acknowledges that it is indebted to the Trustee in respect of theOutstanding Moneys. **3.2** **Release of Indebtedness**   Payment to the Note Holders of the principal and interest moneys (if applicable)in respect of the Notes in accordance with the Terms or pursuant to **clause 10**, or theissue of Shares to the Note Holders on conversion of the Notes will operate so as toreduce the indebtedness acknowledged by **clause 3.1**by the amount of such payment or bythe nominal value of the Notes converted (as the case may be). 4 Types of notes and terms **4.1** **Types of Notes**   The Company may from time to time issue Notes on the terms resolved by theDirectors. Without limiting the generality of this clause, the Company may issue Notes: (a) in Australian dollars or for other consideration; and/or  (b) at par, at a discount, or at a premium.5 Issuance and repayment of Notes **5.1** **Power to refuse to issue**   Subject to the terms of any Offer Document, the Company may, at its solediscretion, refuse to issue in whole or in part any application or request (howsoevermade) to issue a Note and will not be required to provide any reason or ground for suchrefusal. **5.2** **Issue of Notes**   The Company may issue Notes at such places and during such times as the Companymay determine from time to time.
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**5.3** **Notes deemed to be validly issued**   Subject to **clause 5.4**, all Notes in respect of which a person has been entered inthe Register as a Note Holder will, as between the relevant Note Holder, the Company andthe Trustee be deemed to have been validly issued under this document, notwithstandingany breach of, or non-compliance with, the provisions of this document. **5.4** **Rectification of invalid issues**   Notwithstanding any express or implied provision of this document, any Note whichthe Company purports to issue pursuant to this document and which, but for this **clause5.4**, would not be validly issued as a Note pursuant to this document because the issueconstituted a breach by the Company of an obligation under this document will, as betweenthe Company and the Trustee, be deemed to be validly issued as a Note as from the date ofissue if: (a) the breach has been rectified to the Trustee’s satisfaction; or  (b) the Trustee has stated that: (i) in the particular circumstances, the Trustee does notrequire the breach to be rectified;  (ii) the Trustee waives such breach on the basis that it issatisfied that the breach will not materially prejudice the interests of theNote Holders; or  (iii) the Note will continue to be regarded by the Trustee asvalidly issued pursuant to this document.**5.5** **Company not to be relieved from compliance**   Nothing in **clauses 5.3**and **5.4**exonerates or relieves the Company from itsobligations under this document. 6 Obligations of the Company **6.1** **Company to provide financial reports**   The Company must give to the Trustee in respect of each: (a) financial year, as required by and in accordance with, Division 1 of Part2M.3 of the Corporations Act; and  (b) half-year, as required by and in accordance with, Division 2 of Part 2M.3of the Corporations Act,  the financial report and a Directors’ report together with the Auditor’s report on thefinancial report of the Company within the time required by section 318 of theCorporations Act. **6.2** **Other obligations of the Company**   The Company covenants that, so long as any Note is outstanding, it will: (a) carry on and conduct its business in a proper and efficient manner;
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 (b) keep proper books of account;  (c) take all reasonable steps to replace the Trustee if required by theCorporations Act to do so;  (d) if requested by a Note Holder or the Trustee, provide a copy of thisdocument to that Note Holder or the Trustee;  (e) make all payments of principal and interest in respect of the Notes, asand when due, in accordance with their respective Terms, to the persons who areentitled to receive such payments under this document and the Terms;  (f) issue Shares on conversion of the Notes in accordance with the Terms;  (g) within 1 month after the end of each quarter, give to the Trustee aDirectors’ Certificate: (i) at any time of giving each report to the Trustee undersection 283BF of the Corporations Act which shows the total amount of theNotes at the end of the quarter for the purpose of the reports to be givenunder section 283BF of the Corporations Act;  (ii) where there exists any recurring obligation on the Companyor the Trustee or both to furnish certain information on the basis of whichstamp duty will be payable in any State or Territory or other place, settingout such information as is required by the Trustee to properly complete anyreturn required to be lodged under the provisions of any stamp dutylegislation which are applicable to this document or any of the Notes orotherwise to enable the Trustee to comply with its obligations with respectto any undertaking given pursuant to any such legislation, such informationto be furnished to the Trustee not less than 14 days prior to the time whensuch information is required to be lodged;  (iii) either confirming that there has been no material changeto the nature of the Company’s business since the date of the last Directors’Certificate provided under this clause or providing details of the change; (h) provide all information and explanations reasonably requested by theTrustee to enable the Trustee and any auditor appointed by the Trustee to dischargetheir duties under this document;  (i) promptly give the Trustee notice of any appointment, retirement,resignation or removal of an Auditor;  (j) if the Trustee believes on reasonable grounds that the Company has notcomplied with this **clause 6**, the Company must provide the Trustee with confirmationthat the Company has complied within 7 days after receipt of a written request fromthe Trustee specifying the nature of the suspected non-compliance;
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 (k) at reasonable times and upon reasonable notice, make all of its financialand other records available for inspection by: (i) the Trustee;  (ii) any registered company auditor appointed by the Trustee forthat purpose; and  (iii) any officer, employee or auditor of the Trustee authorisedby the Trustee to carry out the inspection,   and give them any information, explanations or other assistance that they requireabout matters relating to those records; and  (l) comply with all other material obligations imposed on it under theCorporations Act including, without limitation, all legal requirements relating tothe filing of reports and statements, the registration of encumbrances and thekeeping open of registers for inspection.**6.3** **Undertakings**   Unless the Trustee otherwise agrees in writing while any Note is outstanding, theCompany must, at its own cost: (a) promptly furnish to the Trustee or any person authorised by the Trusteeto receive it, such documents, reports or other information as the Trusteereasonably considers necessary in relation to all matters necessary for the purposesof the discharge of the duties, trusts and powers vested in the Trustee under thisdocument or imposed upon it by law;  (b) give notice to the Trustee as soon as it becomes aware of any DefaultEvent occurring;  (c) at all times fully comply with, observe and perform all its obligationsunder this document and any document supplemental or collateral to this document;  (d) do everything necessary to preserve the corporate existence of itself,including: (i) not transferring the jurisdiction of registration;  (ii) not making any application or passing any resolution forwinding up; and  (iii) not entering into or effecting any other scheme underwhich it ceases to exist or under which the assets and liabilities of itselfare vested in or assumed by any other person.**6.4** **Insurance** (a) The Company must, while there are any Outstanding Moneys: (i) insure all of its property and assets against fire and anyother risks against which a prudent company in a similar business wouldinsure;
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 (ii) take out any other insurance against which a prudentcompany in a similar business would insure including but not limited toworkers’ compensation and public risk insurance; and  (iii) pay or cause to be paid the premiums and other sums ofmoney payable for all the purposes in this **clause 6.4**. (b) The Company must take out any insurance under **clause 6.4**: (i) with a reputable insurer; and  (ii) in relation to property, on a replacement basis. (c) With respect to insurance under **clause 6.4**, the Company: (i) must provide, or cause the provision of, to the Trusteewithin 21 days of execution of this document and thereafter annually within21 days of the renewal of each insurance policy a certificate by an insurancebroker certifying that the Company has complied with **clause 6.4**; and  (ii) must not do or permit or suffer to be done any act or thingwhich may vitiate any insurance.**6.5** **Borrowing conditions** (a) While there are any Notes on issue, the Company must ensure that noEncumbrances exist on its Assets except Permitted Encumbrances.  (b) While there are any Notes on issue, the Company must procure that theGroup does not incur any Financial Indebtedness except Permitted FinancialIndebtedness.7 Powers and obligations of the Trustee **7.1** **Obligations of the Trustee**   The Trustee covenants that: (a) it will exercise reasonable diligence to ascertain whether the Companyhas committed any breach of the Terms applicable to Notes, this document or Chapter2L of the Corporations Act;  (b) except where it is satisfied that the breach will not materiallyprejudice the interests of Note Holders, it will do everything in its power toensure the Company remedies any breach of the provisions of this document, the Termsor Chapter 2L of the Corporations Act and, if the Company fails when so required bythe Trustee to remedy such a breach, the Trustee may: (i) place the matter of the failure to remedy the breach beforea Meeting;  (ii) submit such proposals for the protection of the Notes asthe Trustee considers necessary or appropriate; and
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 (iii) obtain the directions of the Note Holders in relation tothe matter; (c) it will give to the Note Holders a statement explaining the effect of anyproposal the Company submits to the Note Holders before any Meeting called by theTrustee under this document, or before any Meeting called by the Court in relationto a scheme under subsection 411(1) or (1A) of the Corporations Act; and  (d) it will comply with any other obligations imposed on it in its capacityas Trustee under the Corporations Act.**7.2** **Power to invest**   Unless expressly prohibited by this document, all moneys received by the Trusteewhich are not required to be immediately applied under any of the discretions or powerscontained in this document may be: (a) placed by the Trustee in its name in any Bank on a deposit account eitherfor a fixed term not exceeding three months or at call; or  (b) invested in Australia in its name in any of the stocks, funds,debentures, bonds, governmental securities or other investments which are authorisedfor the investment of trust moneys by the law of the place where the investment isproposed to be made,  and the Trustee may vary and deal with or dispose of such investments. **7.3** **General powers of Trustee**   The Trustee (subject to any provision to the contrary in this document) has allthe powers in relation to the trusts constituted by this document that it is legallypossible for a natural person or a corporation to have. Without limiting the foregoing,the Trustee may, in its absolute discretion, whenever it is in the interests of the NoteHolders, or advantageous to the Company and not prejudicial to the interests of the NoteHolders: (a) waive at any time and on any terms any breach or non-compliance by theCompany under this document provided always and notwithstanding anything containedor implied in this document, or in any rule of law to the contrary, that the Trusteewill not be deemed to have waived such breach unless such waiver is in writingaddressed to the Company;  (b) delegate at any time and to any person any of the trusts, powers ordiscretions vested by this document in the Trustee which cannot conveniently beexercised by it or through its employees upon such terms (including the giving ofpower to sub-delegate) as the Trustee may think fit provided always that such termsare not inconsistent with the provisions of this document;  (c) delegate at any time to its officers, employees, or agents any trusts,powers and discretions vested by this document in the Trustee which under the law orpractice of the country or place in which such trusts, powers and discretions are ormay be required to be, exercised cannotbe conveniently exercised by the Trustee provided always that such terms are notinconsistent with the provisions of this document;
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 (d) apply to any court for directions in relation to any matter or questionof law or fact arising, in connection with the performance of its functions or theNotes and assent to, approve of, or oppose any application to any court made by, orat the instance of, any Note Holder or the Company; and  (e) at any time after the Trustee serves a Default Notice on the Company,apply to any court for an order that the trusts be carried into execution under thedirection of such court and for any other order or direction in relation to suchtrusts as the Trustee may deem expedient.**7.4** **Discretion of Trustee as to exercise of powers**   Subject to **clause 7.1**, the Trustee will, as regards all the powers, authoritiesand discretions vested in it by this document, have absolute and uncontrolled discretionas to the exercise or the non-exercise, thereof in all respects, and, in the absence offraud, negligence or breach of trust, the Trustee will not be responsible in any way forany loss, costs, damages, claims, obligations or inconvenience that may result from theexercise or non-exercise of those powers, authorities and discretions. **7.5** **Trustee not responsible for monitoring**   Except where otherwise expressly provided in this document or by the CorporationsAct, the Trustee is not required to: (a) provide to any person any information concerning the business, financialcondition, status or affairs of the Company;  (b) investigate the adequacy, accuracy or completeness of any informationprovided by the Company; and  (c) access, investigate or keep under review the business, financialcondition, status or affairs of the Company.**7.6** **Discretion of Trustee upon default**   In addition to any protections under any applicable statute or contained in thisdocument, and notwithstanding any actual or constructive notice which the Trustee has ofthe occurrence of a Default Event, the Trustee has absolute discretion to: (a) exercise or refrain from exercising its powers in relation to a DefaultEvent;  (b) enforce the observance or performance of any provision of this document;or  (c) enforce any other right of the Note Holders under this document,  unless the Trustee is requested to enforce such observance or performance, right orexercise such option (either in writing or by means of a resolution of Note Holderspassed at a Meeting convened and conducted in accordancewith **clause 15**) by the Note Holders holding not less than 50% in nominal value of theNotes as at the date of such request, in which case, and for so long as the Trustee isindemnified to its satisfaction against all actions,
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  proceedings, claims, demands, costs,charges, damages and expenses which the Trustee may render itself liable to or therebyincur, the Trustee will act in compliance with such request. Except where expresslyprovided in this document or required by Corporations Act, the Trustee has no obligationto inform Note Holders of the occurrence of any breach of this document or any DefaultEvent. **7.7** **Directions, rights and protections**   The Trustee: (a) may apply to a court for directions in relation to any question relatingto any of its rights, powers, authorities, discretions, remedies and obligationsunder this document or any applicable law, and may comply with any such direction;and  (b) is not deemed to be aware of the occurrence of any Default Event unlessit has been advised of it by notice, stating the nature of the Default Event andprescribing it, from the Company or a Note Holder.**7.8** **Trustee’s costs on enforcement**   Subject to **clause 7.1**, the Trustee will not be obliged to take any action orcommence any proceedings to enforce the rights of the Note Holders under this document orthe Terms unless it is of the reasonable opinion that it has been provided withsufficient funds to meet all the Trustee’s likely costs and expenses in so doing or theTrustee is satisfied that adequate provision has been made for ensuring that the Trusteewill be adequately reimbursed for such costs and expenses. **7.9** **Indemnity of Trustee** (a) Without prejudice to any right of indemnity given to trustees by anyapplicable law, the Trustee and every attorney, manager, agent or other personappointed by it pursuant to this document will be entitled to be indemnified by theCompany in respect of all Liabilities and expenses reasonably incurred by them inthe execution of the trusts or powers constituted or conferred by this document andagainst all fees, actions, proceedings, costs, claims and demands in respect of anymatter or thing done or omitted or in any way relating to this document other than aclaim arising out of their fraud, negligence or breach of trust, and the Trustee mayretain and pay out of any moneys in its hands arising therefrom (in priority to anyclaim by any Note Holder) all sums necessary to effect and satisfy such indemnity;  (b) The indemnity contained in **clause 7.****9(a)** is a continuing additional,separate and independent obligation of the Company and survives: (i) termination or expiration of this document;  (ii) the winding up of the trusts under this document; and  (iii) the retirement or removal of the Trustee as trustee.
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**7.10** **Trustee’s duty** (a) Subject only to **clause 7.10(b)**, nothing in this **clause 7**or elsewhere in thisdocument: (i) has the effect of exempting the Trustee from, orindemnifying the Trustee against, Liability for breach of trust or negligencewhere the Trustee fails to show the degree of care and diligence required ofa trustee having regard to the powers, authorities or discretions conferredon the Trustee by this document and the Corporations Act; or  (ii) affects the exclusive operation of the provisions of anystatute prescribing the circumstances under which the Trustee may obtainrelief from breach of trust. (b) **Clause 7.****10(a)** does not invalidate a release given by Note Holders underthe Corporations Act which is: (i) otherwise validly given in respect of anything done oromitted to be done by the Trustee before the release was given; or  (ii) given by the approval of Note Holders who hold not lessthan 75% of the nominal value of the Notes held by all the Note Holders whoattend the Meeting (whether in person or by proxy) at a Meeting convened forthat purpose and vote on the resolution.**7.11** **Limitation on liability** (a) Except as arising from the fraud, negligence or breach of trust or wilful act,omission or default of the Trustee: (i) the Trustee has no liability to any Note Holder in respectof Outstanding Moneys, except to the extent that Outstanding Moneys areactually received by the Trustee from the Company;  (ii) if the Company or any Note Holder does not recover allmoney owing to it in connection with the breach or the non-observance of theobligation of the Trustee by enforcing the rights referred to in thisdocument, it may not seek to recover the shortfall by: (A) bringing proceedings against the Trustee; or  (B) applying to have the Trustee wound up; or  (C) proving in the winding up of the Trustee. (b) For the avoidance of doubt, and subject to **clause 7.11(a)**, the Trusteewill not be liable to the Company or any Note Holder or any future Trustee or anyother person or otherwise be responsible for loss to the extent it is caused by: (i) acting upon any resolution purporting to have been passedat any meeting of Note Holders or of any class of Note Holders, inrespect of which minutes have been made and signed, even though it maysubsequently be found that:
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 (A) there was some defect in the constitution ofthe meeting or the passing of the resolution; or  (B) for any reason the resolution was not validor binding upon any of those Note Holders whom it purports to bind orupon the Trustee: (ii) the Trustee’s acts, mistakes or omissions, whether or notin accordance with the terms of this document in reliance on: (A) the Register;  (B) information or deeds supplied by the Company;  (C) the authenticity of any deed or anyDirectors’ Certificate; or  (D) opinion, advice or information of anydelegate of the Trustee, barrister, solicitor, accountant, valuer,surveyor, broker, auctioneer or other expert instructed by the Trusteeor the Company concerned with the issue of any Notes or otherwise; (iii) any act, omission, neglect or default of the Company underor in connection with this document or a Note;  (iv) any act or omission required by law or by any court ofcompetent jurisdiction;  (v) the Trustee validly exercising any right, power, authorityor discretion under or in accordance with the terms of this document;  (vi) any payment having been made to any fiscal authority;  (vii) the authorisation, legality, validity, enforceability,effectiveness, genuineness, admissibility in evidence or sufficiency of thisdocument;  (viii) the accuracy or completeness of any information supplied by any person(other than the Trustee);  (ix) any absence of, or defect in, the title of the Company toany asset; or  (x) the due application of moneys subscribed by any holder ofor applicant for Notes.**7.12** **Determination of matters of doubt**   The Trustee may, as between itself and the Note Holders, determine all questionsand matters of doubt arising in relation to any of the covenants, provisions andobligations of this document and as to the construction, meaning, operation or effectthereof and every such determination, whether made upon a question actually raised orimplied in the acts or proceedings of the Trustee, will be conclusive.
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**7.13** **Act on opinion of experts**   Subject to **clause 7.1**, the Trustee may, in relation to this document or the rightsor powers conferred thereby, act on the written advice or opinion received from anyadviser of a kind appropriate to the particular case including any barrister, solicitor,accountant, auditor, actuary, surveyor, engineer, architect, stockbroker or valuer havingat least 10 years experience in the relevant area and the Trustee will not be liable forany loss occasioned by acting thereon notwithstanding that the same is incorrect. **7.14** **Acceptance of certificates**   Subject to **clause 7.1**, the Trustee will for any purpose and at any time beentitled to rely on, issue and regard as conclusive and sufficient any of the following: (a) a Directors’ Certificate as to any fact or matter or to the effect thatany particular contract, dealing, transaction or proposal is commercially desirableand not prejudicial to the interests of the Note Holders;  (b) any information, report, statement of financial position, statement offinancial performance, or Directors’ Certificate supplied by the Company or by anyofficer of the Company;  (c) all statements (including statements made or given to the best of themaker’s knowledge and belief or similarly qualified) contained in any information,report, statement of financial position, statement of financial performance, orcertificate or statement given pursuant to or in relation to this document; and  (d) all accounts supplied to the Trustee pursuant to this document and allreports of the Auditor or any other auditor supplied to the Trustee pursuant to thisdocument.**7.15** **Other capacities of Trustee** (a) Subject to any provision of any law to the contrary in any place where any ofthe Notes for the time being have been issued, nothing in this document will bedeemed to prohibit the Trustee or any Related Corporation of the Trustee (in **clauses7.15**and **7.16**being included in the expression the “**Trustee**”) or its officers frombeing a Note Holder or a holder of shares in the capital of the Company or anyRelated Corporation of the Company (in **clauses 7.15**and **7.16**being included in theexpression the “**Company**”) or from being a director or officer of the Company or fromacting in any representative capacity including as executor, administrator, trustee,receiver, guardian, attorney or agent or in any other fiduciary or professionalcapacity.  (b) Acting in any capacity as set out in **clause 7.****15(a)** will not be deemed abreach of any of the obligations arising out of the fiduciary relationship betweenthe Trustee and the Company, between the Trustee and the Note Holders, establishedby this document or otherwise imposed or implied by law.
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**7.16** **Other activities of Trustee** (a) The “**Trustee**” (as that expression is defined in **clause 7.15(a)**) will not inany way by reason of its fiduciary capacity be precluded from: (i) making contracts or entering into transactions with the“**Company**” (as that expression is defined in **clause 7.15(a)**) or with itself astrustee in the ordinary course of business of the Trustee; or  (ii) undertaking any insurance, financial or agency services forthe Company or for itself as trustee,   including any contract or transaction in relation to insurance or thesubscription, placing of an order for, or other dealing with, any stocks, shares,debenture stock, debentures or other security of the Company or in which theCompany is interested and the acceptance of any office of profit from the Companyor any contract of loan or deposit, unsecured notes or other contract ortransaction which any person not being the Trustee could or might have enteredinto with the Company, or with itself as trustee, or the acceptance and retentionfor its own benefit of any customary share of brokerage and the acceptance orholding of office of trustee for the holder of any debentures, debenture stock,unsecured notes or other securities (whether secured or unsecured) issued by theCompany or by any other corporation.  (b) The Trustee will not be accountable to the Company or the Note Holdersfor any profit arising from any contracts, transactions or offices referred to in**clause 7.16(a)**.8 Remuneration of Trustee **8.1** **Fees**   The remuneration of the Trustee will be that as determined in writing between theCompany and the Trustee from time to time. The fee will accrue from day to day andcommence on execution of this document. The fee is due and payable annually in advance. **8.2** **Trustee’s disbursements**   Subject to the provision by the Trustee to the Company of satisfactory documentaryevidence as to the costs, charges and expenses incurred, including tax invoices, theCompany must pay the Trustee within 30 days of demand all costs, charges and expenseswhatsoever (including legal fees on a solicitor and own client basis) reasonably incurredby or on behalf of the Trustee and any stamp duty, financial impost, tax or other duty ortax whatsoever (including any goods and services tax) which may be payable from time totime in connection with: (a) the preparation, execution, registration, stamping and administration ofthis document or of any Offer Document;
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 (b) any breach or default in the observance or performance of this document bythe Company notwithstanding that such breach may also constitute non-compliancewith any law;  (c) preparations for the convening and holding of any meeting of Note Holdersand the carrying out of any directions or resolutions of Note Holders;  (d) any amendment or proposed amendment of this document or any questionrelating to the construction of this document; and  (e) any costs necessarily incurred by the Trustee in carrying out its dutiesand obligations under this document.**8.3** **Priority of fees and disbursements**   The Company agrees that: (a) all remuneration, fees, payments, costs, charges and expenses referred toin this **clause 8**will be part of the Outstanding Moneys and will remain payableuntil the Trust is finally wound up and whether or not a Receiver or liquidator hasbeen appointed to the Company or the Trust is in the course of administration by orunder the order of any court; and  (b) the Trustee may retain and pay to itself (in priority to any claim by anyNote Holder, subject to the terms of this document), all such remuneration, fees,payments, costs, and charges and expenses out of any moneys for the time being inits hands upon the Trust or in the hands of any liquidator appointed by the Trusteein accordance with this document.9 Representations and Warranties   The Company and the Trustee each represents and warrants to the other that, as atthe date of this document: (a) **status:**it is a company limited by shares under the Corporations Act;  (b) **power:**it has full legal capacity and power to: (i) own its property and to carry on its business; and  (ii) enter into this document and to carry out the transactionsthat it contemplates; (c) **corporate authority:**it has taken all corporate action that is necessaryor desirable to authorise its entry into this document and its carrying out thetransactions that it contemplates;  (d) **authorisations:**it holds each authorisation, consent, declaration,exemption, notarisation or waiver, that is necessary or desirable to: (i) enable it to properly execute this document and to carryout the transactions that it contemplates;
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 (ii) ensure that this document is legal, valid, binding andadmissible in evidence; or  (iii) enable it to properly carry on its business,   and it is complying with any terms to which any of those authorisations, consents,declarations, exemptions, notarisations or waivers is subject;  (e) **documents effective:**this document constitutes its legal, valid andbinding obligations, enforceable against it in accordance with its terms (except tothe extent limited by equitable principles and laws affecting creditors’ rightsgenerally);  (f) **no contravention:**neither its execution of this document, nor thecarrying out by it of the transactions that they contemplate, does or will: (i) contravene any law to which it or its property is subjector any order of any government agency that is binding on it or its property;  (ii) contravene any authorisation, consent, declaration,exemption, notarisation or waiver;  (iii) contravene any undertaking or instrument binding on it orits property;  (iv) contravene its constitution; or  (v) require it to make any payment or delivery in respect ofany financial indebtedness before it would otherwise be obliged to do so.10 Default **10.1** **Default Events**   Each of the following is an Default Event (whether or not caused by anythingoutside the control of the Company): (a) if the Company fails to pay: (i) principal in respect of any Note within 5 Business Daysafter it becomes due and payable in accordance with the applicable Terms; or  (ii) interest or any other amount in respect of any Note within5 Business Days after such interest becomes due and payable in accordancewith the Terms; (b) any other monetary obligation of the Company in an amount equal to orgreater than the Threshold Amount to any person, whether actual, contingent orotherwise: (i) is not satisfied on time; or  (ii) becomes due and payable or can be rendered due and payablebefore its stated date of maturity other than due to a voluntary prepayment;
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 (c) an Acceleration Event occurs;  (d) if an application is made to a court for the appointment of a liquidator(other than in relation to an amalgamation, reconstruction or similar purposeaffecting the Company) or official manager or administrator of the Company and isnot withdrawn within 14 days after the date on which it is made;  (e) if the Group ceases to carry on business;  (f) if either: (i) a receiver or a receiver and manager, is appointed inrespect of; or  (ii) any Encumbrancer: (A) takes possession of; or  (B) enforces its Encumbrance against,   the Assets or any part thereof the value of which exceeds the ThresholdAmount; (g) if any distress or execution in excess of the Threshold Amount is leviedor enforced upon or against the Assets and is not satisfied within 30 days or suchlonger period as the Trustee may allow;  (h) if any member of the Group becomes unable to pay its debts as they falldue or, without the prior consent of the Trustee, enters into any arrangement orcomposition with its creditors or any class thereof;  (i) a meeting is called by any member of the Group to consider a winding upresolution without the consent of the Trustee;  (j) any member of the Group suspends payments of its debts generally;  (k) if any member of the Group enters into or resolves to enter into anyarrangement, composition or compromise with, or assignment for the benefit of, itscreditors or any class of them;  (l) an application (which is not vexatious or frivolous) or order is made forthe winding up or dissolution of any member of the Group or a resolution is passedor any steps are taken to pass a resolution (which is not vexatious or frivolous)for the winding up or dissolution of any member of the Group other than for thepurpose of an amalgamation or reconstruction which has the prior written consent ofthe Trustee;  (m) if: (i) the Company has contravened its obligations to the Trusteeor Note Holders under this document or the Terms or fails or neglects tocarry out its duties;  (ii) the Trustee is of the reasonable opinion that suchcontravention, failure or neglect is prejudicial to, or adversely affects,those Note Holders; and
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 (iii) within such period as is specified by the Trustee in anotice to the Company, such contravention, failure or neglect has not beenremedied; (n) if the Company, within 30 days of a demand being made by the Trustee,fails to carry out or comply in a material respect with: (i) any material undertaking given to; or  (ii) any material condition (except a condition contained inthis document) imposed in respect of any consent given, or the exercise ofany power or discretion, by,   the Trustee in its capacity as Trustee under this document;  (o) if a judgment in excess of the Threshold Amount is entered against theCompany and the amount is not paid within 20 Business Days of the date for paymentof the judgment or such other time as a court allows, or in the event of anunsuccessful appeal against the judgment, the amount is not paid within 20 BusinessDays of the conclusion of the appeal or such other time as a court allows;  (p) if the Company fails to cause the conversion of any Note in accordancewith the Terms and fails to remedy that failure within 15 Business Days of theobligation to convert arising;  (q) a material provision of this document is or becomes wholly or partlyvoid, voidable or unenforceable or is claimed to be so by a person other than theNote Holders;  (r) an event, circumstance or omission or series of events circumstances oromissions (whether related or not) occurs or takes place which, in the opinion ofNote Holders (by way of Ordinary Resolution and acting reasonably) has or will havea Material Adverse Effect;  (s) if the Company without the prior consent in writing of the Trustee, suchconsent not to be unreasonably withheld or delayed: (i) reduces or attempts to reduce capital, other than by way ofa buy-back of the Company’s shares made in accordance with the CorporationsAct and as permitted by the Company’s constitution; or  (ii) passes or attempts to pass a resolution pursuant to theCorporations Act that any proportion of its share capital which has notalready been called up shall not be capable of being called up or calls ameeting of members to consider the passing of such resolution; (t) if the Company is delisted or its securities are suspended for a periodof at least 15 consecutive Business Days by ASX.**10.2** **Issue of Default Notice**   The Trustee must issue a Default Notice to the Company, declaring that theOutstanding Moneys are immediately due and payable, if:
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 (a) the Default Event is in respect of a matter stated in **clause 10.****1(a)** or**(b)**and the Company has not remedied the default within 5 Business Days afternotice from the Trustee requiring it to do so; or  (b) where the Default Event is in respect of a matter stated in **clauses10.****1(c)** to **(t)**inclusive: (i) the Trustee, acting reasonably, considers it appropriate toissue a Default Notice; or  (ii) the Trustee has been directed to issue a Default Notice byan Ordinary Resolution of Note Holders; or  (iii) the Trustee has been directed to issue a Default Notice byNote Holders, acting reasonably, holding 20% or greater (by value) of theNotes; and (c) at the time of issue of the Default Notice, the Default Event issubsisting and has not been remedied.  Notwithstanding the above, the Trustee is not obliged to take any action under this**clause 10.2**unless the Trustee has knowledge of a Default Event. **10.3** **Enforcement**   Subject to this document, at any time after issuing a Default Notice, the Trusteemay: (a) revoke the Default Notice if the Default Event is remedied or waived; or  (b) institute proceedings to enforce payment of the Notes and recover anyother Outstanding Moneys.**10.4** **Compliance with Laws**   Where the Default Event is in respect of a matter stated in **clause 10.1(a)**, theTrustee must not issue a Default Notice during such period as the Company is able tosatisfy the Trustee that its failure or refusal to make any payment is: (a) to comply with any fiscal or other law or regulation;  (b) to comply with the order of any court; or  (c) caused by the failure or a technical or administrative difficulty in thebanking or computer system being used by the Company,  applicable to the payment. 11 Preservation of Trustee’s rights **11.1** **Primary obligations**   The Company’s obligation to pay the Outstanding Moneys is a primary obligation andthe Trustee is not obliged to proceed against or enforce any other right against anyperson or property or demand payment from any other person before making a demand forpayment by the Company of the Outstanding Moneys.
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**11.2** **Preservation of Company’s obligations**   The Company’s obligations and the Trustee’s rights under this document will not beaffected by anything which but for this **clause 11**might abrogate, prejudice or limit themor the effectiveness of this document. **11.3** **Reinstatement of rights of Trustee**   If any transaction or payment relating to the Outstanding Moneys is void, voidableor otherwise unenforceable or refundable: (a) the Trustee will be entitled against the Company to all rights under thisdocument that it would have had if the transaction or payment was not void, voidableor unenforceable or refundable; and  (b) the Company must do all things and sign such documents necessary orconvenient to restore to the Trustee its rights under this document immediatelybefore that transaction or payment.**11.4** **No merger**   This document is in addition to and is not in any way prejudiced by any judgment,order or other thing and the Trustee’s rights under this document will not be merged withany judgment, order or other thing. 12 Goods and services tax **12.1** **Taxable supply**   If GST is payable by the supplier on any supply made under this document therecipient must pay to the supplier an amount equal to the GST payable on the supply.That amount must be paid at the same time that the consideration for the supply is to beprovided under this document and must be paid in addition to the consideration expressedelsewhere in this document. The supplier upon receiving that amount from the recipientmust provide the recipient with a tax invoice for the supply. **12.2** **Adjustment events**   If at any time an adjustment event arises in respect of any supply made by thesupplier under this document, a corresponding adjustment must be made between thesupplier and the recipient in respect of any amount paid to the supplier by the recipientunder **clause 12.1**and payments to give effect to the adjustment must be made. **12.3** **Payments**   Where the recipient is required under this document to pay for or reimburse anexpense or outgoing of the supplier or is required to make a payment under an indemnityin respect of an expense or outgoing of the supplier, the amount to be paid by therecipient is the sum of: (a) the amount of the expense or outgoing less any input tax credit inrespect of that expense or outgoing that the supplier is entitled to; and
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 (b) if the supplier’s recovery from the recipient is in respect of a taxablesupply, an amount equal to the GST payable by the supplier in respect of thatrecovery.13 Change of trustee **13.1** **Retirement of Trustee**   Subject to compliance with any relevant statutory requirements, the Trustee mayretire at any time upon giving not less than 90 days’ notice to the Company (with orwithout specifying any reasons therefore) of its intention so to do. **13.2** **Removal of Trustee** (a) The Company may immediately remove the Trustee from office by notice inwriting addressed to the Trustee if: (i) the Trustee ceases to be a Trustee Company;  (ii) the Trustee ceases to exist;  (iii) an Ordinary Resolution of Note Holders, determines thatthe Trustee should be removed;  (iv) the Trustee ceases to carry on business (other than itscapacity as trustee of another trust);  (v) the Trustee enters into a scheme of arrangement (other thanfor the purposes of or in connection with a solvent reconstruction oramalgamation);  (vi) the Trustee goes into liquidation, provisional liquidation,official management or administration or has a Receiver or an administratorappointed over any part of the assets or undertakings of the Trustee (notbeing assets or undertakings of the Trustee held in its capacity as trusteeof another trust), which is not removed or withdrawn within 30 days after thedate of the appointment;  (vii) the Trustee defaults in performing or observing any of itsobligations under this document or the Terms and: (A) if that default is incapable of remedy andhas had or is likely to have a material adverse effect on the abilityof the Company to perform or observe its obligations to Note Holders;or  (B) if that default is a material default and iscapable of remedy, that default has not been remedied within twoBusiness Days of receiving written notice of the default from theCompany requiring that default to be remedied; or (viii) the Trustee has repeatedly defaulted in the performance or observance ofany of its obligations under this document or the
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   Terms and the Company has given notice in writing in respect of thosedefaults. (b) The removal of the Trustee from office pursuant to this **clause 13.2**shallnot take effect until the appointment of a new Trustee is made and approved asprovided in this **clause 13**.**13.3** **Appointment of New Trustee** (a) The Company has the power to appoint a Trustee Company as a new trustee underthis document.  (b) The Company shall exercise its power of appointment promptly uponreceiving notice of the resignation of the Trustee or upon removing the Trustee.  (c) If, within 90 days after the Trustee has given notice to the Company ofits desire to retire pursuant to **clause 13.1**, a new trustee has not been appointedby the Company, the Trustee may appoint a Trustee Company as trustee under thisdocument by memorandum under its seal. The Company will, within 14 days of theappointment, lodge or cause to be lodged with ASIC a notice of the appointment inthe prescribed form.14 Register of Note Holders **14.1** **Register**   The Company will establish and maintain, or cause to be established andmaintained, a Register at its registered office or at such other place in Australiapermitted by the Corporations Act. **14.2** **Inspection of Register**   Unless the Company obtains an exemption under the Corporations Act from itsobligations to permit inspection or provide copies: (a) the Register will be available for inspection, during normal businesshours of the state in which the Register is located, by: (i) the Trustee, an auditor appointed by the Trustee, any NoteHolder and any member of the Company — free of charge; and  (ii) any other person — on payment (if required by the Company)of the maximum amount prescribed by the Corporations Act; (b) the Company must upon request by any person accompanied by payment of anamount not exceeding the amount prescribed pursuant to the Corporations Act requiredby the Company, provide a copy of the Register (or part of the Register) to thatperson.**14.3** **Delegation of powers**   The Company may delegate to attorneys or agents such powers, authorities anddiscretions in relation to a Register as it may lawfully delegate.
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15 Meetings of Note Holders **15.1** **Convening of Meetings by the Company or the Trustee**   The Company or the Trustee may at any time convene a Meeting to consider suchmatters as the convenor considers. **15.2** **Convening of Meetings by requisition**   The Company must, after an application by Note Holders representing not less than10% in nominal value of the Notes is delivered to its registered office, convene aMeeting: (a) to consider the financial statements that were laid before the lastpreceding annual general meeting of the Company; or  (b) to give to the Trustee directions in relation to the exercise of any theTrustee’s powers.**15.3** **Manner of convening Meetings** (a) If the Company convenes a Meeting, it must do so in accordance with theCorporations Act, and must give notice of the time and place of the meeting to theTrustee.  (b) If the Trustee convenes a Meeting, it must give notice of the time andplace of the Meeting to the Company.  (c) The non-receipt of the notice by, or the accidental omission to givenotice to, any Note Holder of any Meeting will not invalidate any resolution passedat that Meeting.**15.4** **Chairman** (a) At any Meeting convened by the Trustee or pursuant to **clause 15.2**, a personnominated by the Trustee will be entitled to be Chairman of the Meeting. At anyother Meeting, a person nominated by the Company will be entitled to be Chairman ofthat Meeting unless the Corporations Act provides otherwise.  (b) In the event that no person is nominated, or if the person nominated isnot present and willing to take the chair within 15 minutes after the time appointedfor holding the Meeting, the Note Holders present at the Meeting may appoint aperson to be the Chairman.**15.5** **Quorum and adjournments** (a) No business will be transacted at any Meeting unless the requisite quorum ispresent at the commencement of business.  (b) A quorum will be constituted by three Note Holders, present in person orwhose proxy has been received in accordance with **clause 15.****10(d)****,**and holding 10% innominal value of the Notes, as recorded in the Register 48 hours before the timeappointed for the Meeting.  (c) If, within 15 minutes of the time appointed for any Meeting, a quorum isnot present, the Meeting will:
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 (i) if convened upon the requisition of Note Holders, bedissolved; or  (ii) if convened by the Trustee or the Company, stand adjournedto the same day in the next week at the same time and place. (d) The Chairman may, and must if directed by the Meeting, adjourn theMeeting from time to time and from place to place, but no business will betransacted at an adjourned Meeting except business which could have been transactedat the Meeting from which the adjournment took place.  (e) At an adjourned Meeting, any three Note Holders will constitute a quorumfor the transaction of business, irrespective of the nominal value of the Notes heldby them.**15.6** **Reference by Trustee**   The Trustee may, at its discretion, refer any question arising under this documentto a Meeting of the Note Holders, or of a class of Note Holders, and may, if it thinksfit, act in accordance with any resolution passed in relation thereto but this **clause15.6**will not curtail or limit in any way any power of the Trustee under this document. **15.7** **Voting** (a) At any Meeting, a resolution (other than an Extraordinary Resolution) put tothe vote of the Meeting is to be decided on a show of hands unless a poll isdemanded by the Chairman or by Note Holders being present and holding orrepresenting 5% of the nominal value of the Notes, as recorded in the Register 48hours before the time appointed for the holding of the Meeting.  (b) Unless a poll is so demanded, a declaration by the Chairman that aresolution has been carried, carried unanimously, by a particular majority or lostand the recording of that declaration in the minutes of the Meeting is to beconclusive evidence of the fact without proof of the number or proportion of thevotes recorded in favour of or against such resolution.  (c) Except where **clause 15.****7(d)** applies, on a show of hands every Note Holderpresent will have one vote. On a poll (howsoever conducted), every Note Holderpresent in person or by proxy, attorney or Representative has voting rightsdetermined as set out in **clause 15.****7(d)(ii)**. In relation to a resolution signed inaccordance with **clause 15.12**, every Note Holder will have voting rights determinedas set out in **clause 15.****7(d)(ii)**.  (d) At any Meeting at which an Extraordinary Resolution is or will beproposed, the Extraordinary Resolution put to the vote of the Meeting will bedetermined by a poll. On the declaration of the poll: (i) a record will be made of the number of Note Holders votingin favour of such resolution and the total nominal value of the Notes held bythem; and
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 (ii) votes may be given either personally, by proxy, attorney orRepresentative and every Note Holder present will have one vote for everycomplete $1.00 in nominal value of Notes standing in their name in theRegister. (e) On a poll or in relation to a resolution signed in accordance with **clause15.12**, a Note Holder entitled to more than one vote need not use all their votes orcast all the votes they use in the same way.**15.8** **Polls** (a) A poll will be taken in such manner as the Chairman may direct and the resultof such a poll will be deemed to be a resolution of the Meeting at which the pollwas demanded.  (b) A poll demanded on the election of a Chairman or on a question ofadjournment will be taken forthwith.  (c) A poll demanded on any other question will be taken either immediately orat such time (not being more than 30 days from the date of the Meeting) and place asthe Chairman may direct.  (d) No notice need be given of a poll not taken immediately.  (e) The demand for a poll will not prevent the continuance of a Meeting forthe transaction of any business other than the question on which the poll has beendemanded.**15.9** **Recognition of person registered**   At any Meeting and upon the taking of any poll (howsoever conducted) or for thepurpose of signing a resolution in accordance with **clause 15.12**, the persons registeredas Note Holders in the relevant Register will be exclusively entitled to vote providedthat any one of joint Note Holders (to the exclusion of the other or others of them) willbe entitled to vote in respect of their joint Notes but, if more than one of such jointNote Holders purports or attempts to vote, then only the vote given by that one whosename stands first in the Register will be counted. **15.10** **Proxies, attorneys and Representatives** (a) A Note Holder is entitled to appoint another person (whether a Note Holder ornot) as their proxy to attend and vote in their stead at any Meeting.  (b) A proxy has the same right as the Note Holder to speak at the Meeting,including the right to demand or join in demanding a poll.  (c) An instrument appointing a proxy must be in writing and signed by theappointor or his attorney, or if the appointor is a corporation, under its commonseal or the hand of its sole director and secretary, two Directors, or a directorand secretary, or of its attorney.
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 (d) Every such instrument appointing a proxy, power of attorney orcertificate of the appointment of a Representative must be delivered not less than48 hours before the time fixed for the Meeting to: (i) the place stated for that purpose in the notice conveningthe Meeting; or  (ii) if no such place is specified, then: (A) in the case of a Meeting convened by theTrustee, to the Trustee in accordance with **clause 18**; or  (B) in the case of a Meeting convened by theCompany, to the Company in accordance with **clause 18**. (e) The Company and the Trustee are entitled to issue, and are not bound orrequired to make any enquiries regarding the authenticity, validity andnon-revocation of, any instrument appointing a proxy, power of attorney orcertificate of the appointment of a Representative and are not responsible for anyloss that may be occasioned by such acceptance.  (f) An instrument of proxy must be in a form acceptable to the Company.  (g) Unless it states the contrary, a proxy will be valid for any adjournmentof the Meeting.  (h) A vote cast by a proxy, attorney or Representative will be validnotwithstanding the previous death or unsoundness of mind or (in the case of acorporation) the winding up of the appointor, the revocation of the proxy or of theauthority under which the proxy was executed provided that no intimation in writingof such death, unsoundness of mind, winding-up or revocation has been received bythe Company or by the Trustee at the place where that proxy is required to bedelivered has been lodged before the commencement of the Meeting or adjournedMeeting at which the proxy is used or, in the case of a resolution signed inaccordance with **clause 15.12**, before the resolution has been duly passed.**15.11** **Powers of Meeting**   Without derogating from the powers conferred on the Trustee by this document (saveto the extent to which any Extraordinary Resolution under this **clause 15.11**directs theTrustee to take, or to refrain from taking, any action under those powers), a Meeting ofthe Note Holders will have the following powers exercisable by Extraordinary Resolution,namely, power to: (a) authorise the Trustee to take, or to refrain from taking, any actionwhich may be taken by the Trustee under any express or implied power or authorityhowsoever conferred;  (b) sanction the release by the Trustee from any obligation under thisdocument either unconditionally or upon such terms as the Trustee may arrange withthe Company;
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 (c) sanction the agreement by the Trustee to any modification or compromisepermitted by law of any of the rights (however arising) of all the Note Holders, orany class of Note Holders, against the Company;  (d) authorise the Trustee to agree to the postponement of the repayment ofthe principal in respect of any part of the Notes beyond the repayment date and tothe suspension or postponement for a time of the payment of interest on any part ofthe Notes;  (e) authorise the Trustee to sanction on behalf of all the Note Holders orany class of Note Holders any scheme for reconstruction or the amalgamation with anyother corporation of the Company;  (f) approve the appointment of a new trustee in accordance with thisdocument;  (g) subject to **clause 7.10**, give any release or waiver in respect of anythingdone or omitted by the Trustee or any breach by the Company;  (h) approve or sanction the agreement by the Trustee to any alteration,modification or variation whatsoever of, or addition to, the provisions contained inthis document; and  (i) remove the Trustee from its office as trustee under this document,  provided that if, in the opinion of the Trustee, any such Extraordinary Resolutiondirectly or indirectly especially prejudices or affects any class of Note Holders, thatExtraordinary Resolution will not become effective in respect of that class of NoteHolders unless it has been approved or confirmed by an Extraordinary Resolution of thatclass of Note Holders. **15.12** **Passing of resolutions**   A resolution of Note Holders will be duly passed as an Extraordinary Resolution orOrdinary Resolution (as the case may be) for the purpose of this **clause 15**and any otherprovision of this document if it is approved in any of the following ways: (a) by a resolution in writing signed personally or by attorney, within 90days from the date stated in the copies of the resolution sent for that purpose bythe Company to Note Holders on the Register at that date, by Note Holders which onthat date would have been entitled to cast not less than: (i) in the case of an Extraordinary Resolution — 75%; and  (ii) in the case of an Ordinary Resolution — 50%,   of the votes of all Note Holders at a Meeting held on that date, which resolutionmay be contained in one document or in several documents in like form each signedby one or more Note Holders; or  (b) at a Meeting, by Note Holders which are entitled to cast not less than: (i) in the case of Extraordinary Resolution — 75%; and  (ii) in the case of an Ordinary Resolution — 50%,
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   of the votes of all Note Holders present or represented and voting at the Meeting,  and for the purpose of **clause 15.12(b)**, the Note Holders as recorded in the Register 48hours before the time appointed for the holding of the Meeting will be the only NoteHolders entitled to vote and the Notes so recorded at such time will be the only Notestaken into account in determining whether the requisite majority has been obtained. **15.13** **Resolutions binding**   Any resolution passed or approved in accordance with this **clause 15**will bebinding upon all the Note Holders, or upon all members of the relevant class of NoteHolders, and each such Note Holder will be bound to give effect thereto accordingly andthe passing of any such resolution will be conclusive evidence that the circumstancesjustified the passing thereof without right of appeal to any court or tribunal. **15.14** **Minutes** (a) Minutes of all resolutions and of the proceedings at every Meeting will bemade and duly entered in books to be from time to time provided for that purpose bythe Company at the expense of the Company.  (b) Any minutes of a Meeting will, if purporting to be signed by either theChairman of that Meeting or of the next succeeding Meeting or, in the case of aminute of a resolution approved in accordance with **clause 15.12**, by or on behalf ofthe Trustee: (i) be conclusive evidence of the matters therein contained;and  (ii) until the contrary is proved, where such minutes have beenmade in respect of the proceedings of a Meeting: (A) that Meeting will be deemed to have been dulyheld and convened; and  (B) all resolutions passed at that Meeting, allproceedings taken at that Meeting and all resolutions approved inaccordance with **clause 15.12**at that Meeting, will be taken to havebeen duly passed, taken or approved. (c) Copies of such minutes will be supplied by the Company to the Trustee asearly as practicable after the holding of the Meeting in respect of which they weremade or the obtaining of approval of a resolution in accordance with **clause 15.12**.  (d) The Trustee will be entitled to inspect at any time the minute book andany other records relating to the passing or approval of any resolution of NoteHolders or of any class of Note Holders.**15.15** **Limitation on Company’s responsibility**   The Company will not incur any Liability for giving effect to any resolutionpurporting to have been passed at a Meeting convened pursuant to this document at whichminutes were made and signed and in particular, without
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  limiting the generality of the foregoing, the Company will not incur Liability where itis subsequently found that there was some defect in the constitution of the Meeting orthe passing of the resolution or that for any other reason, the resolution was not validor binding upon any of those Note Holders whom it purports to bind, the Trustee or theCompany.16 Discharge and Release   Upon the Outstanding Moneys being paid in full or otherwise redeemed or satisfied(as to which the Trustee may accept as conclusive a Directors’ Certificate), the Trusteemust, if required by the Company: (a) execute a confirmation of release in favour of the Company; and/or  (b) terminate the Trust.17 Amendments to this document **17.1** **General amending power with Trustee’s concurrence**   Without prejudice to the scope of the powers conferred by **clause 17.2**, the Trusteemay concur with the Company in making any alteration, modification, addition to, orcancellation from, this document and/or the Terms (including to this **clause 17**) if suchalteration, modification, addition or cancellation is, in the opinion of the Trustee: (a) made to correct a manifest error or is of a formal, technical oradministrative nature only;  (b) or of a barrister or solicitor instructed by the Trustee, necessary orexpedient to comply with the provisions of any statute, ordinance or any law madeunder the authority of any statute or ordinance or with the requirement of anystatutory authority;  (c) required by, in consequence of or consistently with any amendment to theCorporations Act;  (d) not prejudicial to the interests of any of the following: (i) the Note Holders as a whole; or  (ii) any class of Note Holders as a whole,  other than the interests of:  (iii) Note Holders of a class which has by Extraordinary Resolution; or  (iv) Note Holders who have in writing,   approved or sanctioned the alteration, modification or addition; or  (e) approved or sanctioned by an Extraordinary Resolution of the Note Holdersin accordance with the provisions of **clause 15.**
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**17.2** **Amendment by circulation of terms and offer to repay**   Without prejudice to the scope of the powers conferred by **clause 17.1**, the Trusteemay concur with the Company in making any alteration, modification, addition to, orcancellation from, this document and/or the Terms, if: (a) before the document effecting such alteration, modification, addition orcancellation (**Amending Trust Deed**) is executed, the Company sends to all NoteHolders a circular which is approved by the Trustee and which: (i) explains the terms and effect of the Amending Trust Deedand states that the Amending Trust Deed is available for inspection by NoteHolders at the registered office of the Company or another place specifiedfor that purpose;  (ii) contains an offer by the Company to the effect that, if theAmending Trust Deed is executed by the Company and the Trustee, the Companywill repay in cash (whether or not repayment in this manner was contemplatedby the applicable Terms) the: (A) Notes of every Note Holder;  (B) who, within 21 days of the date of suchservice, notifies the Company in writing that repayment of their Notesis required in the manner stated in the circular; (iii) contains a statement as to the date when, and the mannerin which, the Company will make a public announcement in each State andTerritory in which a Register is maintained as to whether the Amending TrustDeed has or has not been executed by the Company and the Trustee, such dateto be not later than 90 days after the date of such circular; (b) the Company, as soon as practicable after such circular has been servedon all Note Holders, delivers to the Trustee a certificate signed by an officer ofthe Company stating that such circular has been so sent and specifying the date ofsending it to the last Note Holder entitled to receive the circular;  (c) the Company, within 28 days after delivery of the certificate referred toin **clause 17.2(b)**, notifies the Trustee of the amount required to be paid by theCompany to repay the Notes of the Note Holders who have required repayment thereofpursuant to such circular and the Company’s proposals for providing theconsideration required to repay such moneys;  (d) within 21 days after the execution by the Company and the Trustee of theAmending Trust Deed, the Company sends to such Note Holders as have requiredrepayment of their Notes pursuant to such circular a notice to the effect that theAmending Trust Deed has been executed and that the relevant moneys will, upon suchNote Holders observing and complying with the terms of this document and theapplicable Terms relating to the repayment of Notes, forthwith be repaid by theCompany
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   together with (unless such Notes do not carry interest) interest accrued thereonup to the date of repayment at the rate payable in accordance with the applicableTerms; and (e) the Company makes a public announcement, or otherwise informs each NoteHolder by notice, on the date and in the manner specified in such circular as towhether the Amending Trust Deed has or has not been executed by the Company and theTrustee.**17.3** **Other modes of amendment**   The Company may amend this document and/or the Terms with the prior writtenconsent of the Trustee (which consent must not be unreasonably withheld) where: (a) the amendment takes effect only after repayment of all Notes accepted onthe terms of this document prior to the date of operation of such amendment;  (b) all Notes outstanding as at the date the proposed amendment comes intoforce were accepted subject to the terms of this document as so amended; and  (c) the amendment does not, in the reasonable opinion of the Trustee,materially prejudice the Trustee.18 Notices **18.1** **General** (a) A notice, demand, certification, process or other communication relating tothis document must be in writing in English and may be given by an agent of thesender.  (b) Any notice to a Note Holder for any purpose may be: (i) signed by, or on behalf of, the Company or the Trustee byan officer of either of them respectively; and  (ii) given by the Company or the Trustee to the Note Holder bysending it in a manner set out in **clause 18.2**to such Note Holder at theaddress specified in the Register in respect of that Note or, in the case ofjoint Note Holders, by sending a single notice to the Note Holder whose namestands first in the Register to the registered address of that Note Holder. (c) Any instructions, requests, approvals, consents and notices required tobe given pursuant to this document by the Company to the Trustee or by the Trusteeto the Company will be given in writing and signed by a duly authorised officer ofthe party giving the same.
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**18.2** **How to give a communication**   In addition to any other lawful means, a communication may be given by being: (a) personally delivered;  (b) left at the party’s current address for notices;  (c) sent to the party’s current address for notices by pre-paid ordinary mailor, if the address is outside Australia, by pre-paid airmail;  (d) sent by fax to the party’s current fax number for notices; or  (e) emailed to the email address last notified by the party.**18.3** **Particulars for delivery of notices** (a) The particulars for delivery of notices are initially:   **Company**     Address: Building 4, 848 Boundary Road, Richlands QLD 4077   Fax: (07) 3217 0811   Attention: Company Secretary   **Trustee**     Address: Level 4, 100 Queen Street, Melbourne VIC 3000   Fax: (03) 9273 6634   Attention: Anne Gauci (b) The Company and the Trustee may change their address for receipt ofinstructions, notices, approvals, requests, consents and other documents at any timeby giving notice of that change of address to the other and to all Note Holders.**18.4** **Communications by post**   Subject to **clause 18.7**, a communication is given if posted: (a) within Australia to an Australian address, three Business Days afterposting; or  (b) in any other case, ten Business Days after posting.**18.5** **Communications by fax**   Subject to **clause 18.7**, a communication is given if sent by fax, when the sender’sfax machine produces a report that the fax was sent in full to the addressee. Thatreport is conclusive evidence that the addressee received the fax in full at the time indicated on that report.
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**18.6** **Communications by e-mail**   Subject to **clause 18.7**, a communication is given if emailed to an email address,when the e-mail enters the computer system of the addressee. A record of that time inthe e-mail transmission message contained in the computer system is conclusive evidencethat the addressee received the e-mail in full at the time indicated on e-mailtransmission message. **18.7** **After hours communications**   If a communication is given: (a) after 5.00 pm in the place of receipt; or  (b) on a day which is a Saturday, Sunday or bank or public holiday in theplace of receipt,it is taken as having been given at 9.00 am on the next day which is not a Saturday,Sunday or bank or public holiday in that place.**18.8** **Proving giving of a notice**   In proving the giving of a notice to a Note Holder pursuant to **clause 18.****2(a)** to**(c)**, it will be sufficient to prove that the person signing has signed for and on behalfof the Company or the Trustee and that the notice properly addressed was placed in anenvelope and was: (a) put in a Post Office or Post Office letter box in Australia;  (b) given to a courier for delivery to that address.**18.9** **Process service**   Any process or other document relating to litigation, administrative or arbitralproceedings relating to this document may be served by any method contemplated by this**clause 18**or in accordance with any applicable law.19 General **19.1** **Note Holder’s right to sue**   Each Note Holder will be entitled to sue the Company in respect of any default inthe repayment of principal or interest (if applicable) on any Note made by the NoteHolder if such default continues for 30 days after such repayment has become due, except: (a) where an Extraordinary Resolution passed by a Meeting determinesotherwise;  (b) where the Trustee has determined or become bound to enforce the rights ofthe Note Holders; or  (c) if the Trustee has waived the default at the request or direction of theNote Holder in relation to whom the Company has committed or suffered to subsistsuch default.
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**19.2** **Documents and notices by Note Holders** (a) Where in this document provision is made for, or reference is made to theproduction, surrender, lodgement, delivery, giving or providing of: (i) instruments of transmission of Notes or other documents; or  (ii) any notice, approval, consent, release or request, (b) by Note Holders, the same will be deemed not to have been produced,surrendered, lodged, delivered, given or provided: (i) unless it is in writing; and  (ii) unless and until it is received by both the Company at theaddress described in **clause 18.3**and the Trustee at the address described in**clause 18.3**.**19.3** **Governing law** (a) This document will be construed and governed in accordance with the laws ofthe State of Queensland.  (b) Each party irrevocably and unconditionally submits to the non-exclusivejurisdiction of the courts of Queensland and any courts which have jurisdiction tohear appeals from any of those courts and waives any right to object to anyproceedings being brought in those courts.**19.4** **Inconsistencies and severance** (a) Without in any way affecting the operation of **clause 17**, and subject to **clause19.4(b)**, if: (i) a covenant binding the Company and the Trustee, or eitherof them, is prescribed by the Corporations Act (in this clause the **PrescribedCovenant**);  (ii) this document contains a covenant which, either in whole orin part, is similar to, or to the same effect as, the Prescribed Covenant (inthis clause the **Deed Covenant**); and  (iii) there is any inconsistency between the Prescribed Covenantand the Deed Covenant, (A) then solely for the purpose of determiningthe manner in which the Company or the Trustee (as the case may be)are to perform, carry out or discharge its or their obligations,responsibilities or duties (as the case may be) pursuant to thisdocument and the Corporations Act and only during such period as thisdocument is not altered, modified or added to pursuant to **clause 17**toovercome such inconsistency, the Company or the Trustee (as the casemay be) will: (1) if the Deed Covenant and thePrescribed Covenant conflict so that they cannot both becomplied with — comply with the Prescribed Covenant;
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 (2) if the Deed Covenant and thePrescribed Covenant both impose or relate to the sameobligations, responsibilities or duties, or require the sameaction, but some or all of the provisions of one covenant arestricter than the other — comply with the stricter provisionsof each covenant; or  (3) if the Deed Covenant or thePrescribed Covenant contain or impose obligations,responsibilities or duties additional to the obligations,responsibilities or duties required or imposed by thePrescribed Covenant or the Deed Covenant, respectively — complywith any such additional obligations, responsibilities orduties within the time limits (if any) prescribed by therelevant covenant. (b) Without in any way limiting **clauses 19.****4(c)** and **(d)**, if: (i) this document contains any provision giving effect to anexemption granted, or declaration made, by ASIC modifying the operation ofthe Corporations Act in any respect; and  (ii) such exemption or declaration is further amended in any wayor subsequently revoked with the result that an inconsistency arises betweena provision of this document and the Corporations Act as modified by theamendment or revocation of an exemption or declaration previously granted ormade,then solely for the purpose of determining the manner in which the Company or theTrustee (as the case may be) are to perform, carry out or discharge its or theirresponsibilities or duties pursuant to this document and the Corporations Act andonly during such period as this document is not altered, modified or added topursuant to **clause 17**to overcome such inconsistency, the Company or the Trustee(as the case may be) will, if: (iii) the provision in this document and the Corporations Act asaltered by the amendment or revocation of the exemption or declarationpreviously granted or made conflict so that they cannot both be complied with — comply with the Corporations Act;  (iv) the provision in this document and the Corporations Act asaltered by the amendment or revocation of the exemption or declarationpreviously granted or made both impose or relate to the same responsibilitiesor duties, or require the same action, but some or all of the provisions ofeither this document or the Corporations Act are stricter than the other -comply with the stricter provision; or  (v) the Corporations Act as altered by the amendment orrevocation of the exemption or declaration previously granted or madecontains or imposes responsibilities or duties additional to theresponsibilities or duties required or imposed by the provision inthis document — comply with any such additional responsibilities or
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   dutieswithin the time limits (if any) prescribed by the Corporations Act. (c) In the event that any provision of this document is, or becomes at anytime at law, or under any law, unenforceable, invalid or void (save where theoperation of such law is to effectively prohibit the issuance and maintenance ofNotes in accordance with this document) no other provision will be affected therebyand the remaining provisions will continue in force and effect as if suchunenforceable, invalid or void provision had not been included in this document.  (d) If an unenforceable, invalid or illegal provision in this document wouldbe enforceable and valid if some part thereof was deleted, such provision will applywith such deletion as may be necessary to render it enforceable and valid.  (e) Without in any way limiting **clauses 19.****4(c)** and **(d)**: (i) if the Listing Rules prohibit an act being done, the actmust not be done;  (ii) nothing in this document prevents an act being done thatthe Listing Rules requires to be done;  (iii) if the Listing Rules require this document to contain aprovision and it does not contain such a provision, this document is deemedto contain that provision;  (iv) if the Listing Rules require this document not to contain aprovision and it contains such a provision, this document is deemed not tocontain that provision;  (v) if any provision of this document is or becomesinconsistent with the Listing Rules, this provision is deemed to be amendedto the extent necessary so that it is consistent with the Listing Rules.**19.5** **Stamp duty** (a) As between the parties, the Company is liable for and must pay all stamp duty(including any fine or penalty except where it arises from default by the otherparty) on or relating to this document, any document executed under it or anydutiable transaction evidenced or effected by it.  (b) If a party other than the Company pays any stamp duty (including any fineor penalty) on or relating to this document, any document executed under it or anydutiable transaction evidenced or effected by it, the Company must pay that amountto the paying party on demand.**19.6** **Supervening legislation**   Any present or future legislation which operates: (a) to lessen or vary in favour of a party any of its obligations inconnection with this document; or
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 (b) to postpone, stay, suspend or curtail any of its rights under thisdocument;is excluded except to the extent that its exclusion is prohibited or rendered ineffectiveby law.**19.7** **Confidentiality** (a) The Trustee must not disclose to any person other than its professionaladvisers under an obligation of confidence on similar terms to this **clause 19.7**andthe Company any information or document relating to the Company except: (i) with the consent of the Company (which must not beunreasonably withheld or delayed);  (ii) where permitted in this document;  (iii) to a Related Corporation of the Trustee, or to a employee,banker, lawyer or auditor of the Trustee;  (iv) if required by law;  (v) if required by any legal proceedings relating to thisdocument or a document delivered under or in relation to this document;  (vi) if the information or document is in the public domain; or  (vii) if the Trustee has been removed or has retired fromoffice, to any replacement Trustee. (b) The operation of this clause survives the retirement or removal of theTrustee as trustee for a period of five years.**19.8** **Further assurances**   Each party must promptly execute all documents and do all things that the otherparty from time to time reasonably requires to: (a) effect, perfect or complete the provisions of this document or anytransaction contemplated by it; and  (b) stamp and register this document or any document contemplated by thisdocument in any relevant jurisdiction and by any person that the other thinks fit.**19.9** **Waiver and exercise of rights** (a) Rights under this document and Default Events can only be waived by aninstrument duly executed by the party having the benefit of that right or DefaultEvents.  (b) A single or partial exercise or waiver of a right relating to thisdocument will not prevent any other exercise of that right or the exercise of anyother right.
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**19.10** **Rights cumulative**   Rights under this document are cumulative and are in addition to any other rights. **19.11** **Approval and consent**   Subject to express provisions in this document, either party may conditionally orunconditionally give or withhold any consent to be given under this document and is notobliged to give its reasons for doing so. **19.12** **Assignment**   Neither party may dispose of or Encumber any right under this document without theconsent of the other. **19.13** **Counterparts**   This document may consist of a number of counterparts and, if so, the counterpartstaken together constitute one and the same instrument.
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Schedule 1Minimum Cash Levels   **Period** **Minimum Cash Balance**Issue Date to 31 December 2006 $22.5 million1 January 2007 to 30 June 2007 $19.5 million1 July 2007 to 31 December 2007 $15 million1 January 2008 to 30 June 2008 $12.5 million1 July 2008 to 31 December 2008 $7.5 million
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**Executed**as a deed.       **Executed**by **Metal Storm Limited**:  )      )          **/s/ Peter Ronald Wetzig**     **/s/ Terence James O’Dwyer**       Company Secretary/Director     Director       **Peter Ronald Wetzig**     **Terence James O’Dwyer**       Name of Company Secretary/Director(print)     Name of Director (print)       **Executed**by ANZ Executors & Trustee  )   Company Limited ABN 33 006 132 332  )   by its Attorneys under Power of  )   Attorney dated 8 December 1993, a  )  **/s/ Naomi Breen**       certified copy of which is filed in Dealing  )  AttorneyNumber L798556E in the presence of:                   **Naomi Breen**             Full name of Attorney       **/s/ Ben Hiller**     **/s/ Julie Annette Joop**       Witness     Attorney       **Ben Hiller**     **Julie Annette Joop**       Full name of witness     Full name of Attorney
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