exv10w1



 





Agreement for Sale of Shares and Units




EXHIBIT 10.1




Details




Interpretation – definitions are at the end of the General terms



	 	 	 	 	 
	Parties

	 	Vendor, MGM MIRAGE, Purchaser and Guarantor
	 
	 	 	 	 
	Vendor

	 	Name
	 	MGM Grand Australia Pty Ltd
	 
	 	 	 	 
	

	 	ACN
	 	069 214 473
	 
	 	 	 	 
	

	 	Address
	 	3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

USA
	 
	 	 	 	 
	

	 	Telephone
	 	(702) 693 8877
	 
	 	 	 	 
	

	 	Fax
	 	(702) 693 7628
	 
	 	 	 	 
	

	 	Attention
	 	Mr James Murren, President and
Chief 
Financial Officer, MGM MIRAGE
	 
	 	 	 	 
	MGM MIRAGE

	 	Name
	 	MGM MIRAGE
	 
	 	 	 	 
	

	 	Address
	 	3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

USA
	 
	 	 	 	 
	

	 	Telephone
	 	(702) 693 8877
	 
	 	 	 	 
	

	 	Fax
	 	(702) 693 7628
	 
	 	 	 	 
	

	 	Attention
	 	Mr James Murren, President and
Chief Financial Officer
	 
	 	 	 	 
	Purchaser

	 	Name
	 	SKYCITY Australia Pty Limited
	 
	 	 	 	 
	

	 	ABN
	 	67 090 828 612
	 
	 	 	 	 
	

	 	Address
	 	Railway Station Building, North

Terrace, Adelaide, SA 5000
	 
	 	 	 	 
	

	 	Telephone
	 	(649) 363 6146
	 
	 	 	 	 
	

	 	Fax
	 	(649) 363 6140
	 
	 	 	 	 
	

	 	Attention
	 	Mr David Lilly, General Manager -

Group Finance
	 
	 	 	 	 
	Guarantor

	 	Name
	 	SKYCITY Entertainment Group Limited







	 	 	 	 	 	 	 
	© Mallesons Stephen Jaques

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	 	ABN
	 	098 775 047
	 
	 	 	 	 
	

	 	Address
	 	Level 6, Federal House, 86 Federal

Street, Auckland New Zealand
	 
	 	 	 	 
	

	 	Telephone
	 	(649) 363 6146
	 
	 	 	 	 
	

	 	Fax
	 	(649) 363 6140
	 
	 	 	 	 
	

	 	Attention
	 	Mr David Lilly, General Manager -

Group Finance







	 	 	 	 	 
	Recitals

	 	A
	 	Diamond Darwin Pty Ltd (ACN 009 641 089) is a company
incorporated in the Northern Territory and has its registered
office at Level 3, MGM Grand Casino, Gilruth Avenue, Darwin
City, Northern Territory 0800 (“Company”).
	 
	 	 	 	 
	

	 	B
	 	The Company has 10,000,000 issued shares, each of which is
fully paid.
	 
	 	 	 	 
	

	 	C
	 	Fernbank Pty Ltd (ACN 009 622 262) is the Trustee of the
Territory Property Trust (ABN 36 108 685 090), a trust
established by the Trust Deed (“Trust”).
	 
	 	 	 	 
	

	 	D
	 	There are 29,000,010 issued units in the Trust, all of which
are fully paid.
	 
	 	 	 	 
	

	 	E
	 	The Vendor is the registered holder and beneficial owner of
all the issued shares in the capital of the Company and the
Vendor and the Company are the registered holders and
beneficial owners of all the issued units in the Trust.
	 
	 	 	 	 
	

	 	F
	 	At the date of this agreement, the issued shares in the
capital of the Company and the issued units in the Trust are
as set out in schedule 1.
	 
	 	 	 	 
	

	 	G
	 	The Vendor has agreed to sell and the Purchaser has agreed
to purchase the Shares and the Sale Units on the following
terms.
	 
	 	 	 	 
	Governing law

	 	 	 	New South Wales
	 
	 	 	 	 
	Date of agreement

	 	 	See Signing page







	 	 	 	 	 	 	 
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Agreement for Sale of Shares and Units




General terms





	1	 	Sale and purchase of Shares and Sale Units
	 
	1.1	 	Completion Date
	 
	 	 	The Vendor agrees to sell and transfer to the Purchaser on the
Completion Date and the Purchaser agrees to purchase from the Vendor on
the Completion Date, on the terms and conditions of this agreement, the
Shares and the Sale Units.
	 
	1.2	 	Unencumbered rights
	 
	 	 	The Shares and Sale Units must be transferred free from any mortgage,
charge, lien, pledge or other encumbrance and (subject to this
agreement) with all rights attached or accruing to them on and from the
date of this agreement.
	 
	1.3	 	Condition precedent
	 
	 	 	Until the conditions set forth in clauses 3.1 have been fulfilled or
waived, clause 1.1 does not come into effect and is not binding, the
Purchaser has no beneficial or legal interest in or entitlement to the
Shares or the Sale Units and the parties are not obliged to Complete.
	 
	2	 	Purchase Price
	 
	2.1	 	Purchase Price
	 
	 	 	The consideration payable for the Shares and the Sale Units is
$195,000,000.
	 
	2.2	 	Apportionment of Purchase Price
	 
	 	 	The Purchase Price will be apportioned between the Shares and the Sale
Units as follows:






	 	(a)	 	$11,000,000 as to the Sale Units; and
	 
	 	(b)	 	$184,000,000 as to the Shares.






	3	 	Conditions precedent
	 
	3.1	 	Conditions precedent
	 
	 	 	Clause 1.1 and Completion are conditional on:






	 	(a)	 	the Treasurer of the Commonwealth of Australia consenting,
under the Foreign Acquisitions and Takeovers Act 1975, to the
proposed





	 	 	 	 	 	 	 
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	 	 	 	acquisition by the Purchaser of the Shares and Sale Units, and
the Treasurer is to be deemed to have so consented:






	 	(i)	 	if the Purchaser receives written advice from
the Treasurer or on his behalf, without any term or
condition which the Purchaser considers on reasonable
grounds to be unacceptable, to the effect that the
acquisition of the Shares and Sale Units is not objected to
under the Foreign Acquisitions and Takeovers Act 1975; or
	 
	 	(ii)	 	if ten days have elapsed from the day the
Treasurer ceased to be empowered to make any order under
Part II of the Foreign Acquisitions and Takeovers Act in
relation to the proposed acquisition because of lapse of
time, notice of the proposed acquisition of the Shares and
Sale Units having been given to the Treasurer under the
Foreign Acquisitions and Takeovers Act 1975;






	 	(b)	 	the Minister for Racing, Gaming and Licensing in the
Northern Territory of Australia consenting in writing under clause
3 of the Casino Operator’s Agreement, to the acquisition of the
Shares and Sale Units by the Purchaser, and the appointment of new
directors and secretaries of the Company and the Subsidiaries, and
the Minister will be deemed to have so consented in writing if the
Vendor or the Purchaser receives written advice from or on behalf
of the Minister that he consents whether or not on any terms or
conditions, unless those terms or conditions require changes to the
Casino Operator’s Agreement which are both:






	 	(i)	 	not necessary to change references to the
Vendor, MGM Grand Inc. (now known as MGM MIRAGE) or MGM
Grand Diamond to references to the Purchaser or its holding
companies; and
	 
	 	(ii)	 	not when taken with the Casino Operator’s
Agreement as a whole materially less favourable to the
Purchaser and the Company and Subsidiaries than the Casino
Operator’s Agreement is to the Vendor, MGM MIRAGE, MGM Grand
Diamond and the Company and Subsidiaries; and






	 	(c)	 	the Minister for Racing, Gaming and Licensing in the
Northern Territory of Australia agreeing to do the following at
Completion:






	 	(i)	 	pursuant to section 17(1A) of the Gaming
Control Act, amend or substitute the Casino Operator’s
Agreement (with the relevant parties) to remove all
substantive references to the Vendor, MGM MIRAGE or MGM
Grand Diamond in the operative provisions of the Casino
Operator’s Agreement and to make any other changes required
under the Minister’s consent referred to in paragraph (b)
above; and
	 
	 	(ii)	 	pursuant to section 18(1A) of the Gaming
Control Act, amend the casino licence granted to Diamond
Leisure Pty Ltd to





	 	 	 	 	 	 	 
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	 	 	 	accord with the revised agreement as determined in
accordance with paragraph (i) above.






	3.2	 	Efforts of Parties
	 
	 	 	For the purposes of achieving fulfilment of all the conditions in clause 3.1:






	 	(a)	 	the Vendor must provide all reasonably necessary assistance
to the Purchaser with a view to obtaining the fulfilment of the
conditions of clause 3.1 in an expeditious manner;
	 
	 	(b)	 	the Purchaser must use its best endeavours to obtain the
fulfilment of the conditions in clause 3.1 in an expeditious
manner;
	 
	 	(c)	 	the Purchaser must notify the Foreign Investment Review
Board of this agreement within seven Business Days of the date of
this agreement in accordance with the Foreign Acquisitions and
Takeovers Act 1975 and all regulations under that Act;
	 
	 	(d)	 	the Purchaser and the Guarantor must (if required) sign any
substitute Casino Operator’s Agreement referred to in clause 3.1(c)
in the form reasonably required by the Minister unless:






	 	(i)	 	it would make a change to the (current)
Casino Operator’s Agreement to which both clauses 3.1(b)(i)
and 3.1(b)(ii) apply; or
	 
	 	(ii)	 	it does not make a change to the (current)
Casino Operator’s Agreement requested by a party under
clause 3.4;






	 	(e)	 	the Purchaser and the Vendor must together notify the
Minister for Racing, Gaming and Licensing in the Northern Territory
of Australia in writing within seven Business Days of the date of
this agreement of the proposed sale and, if the Minister is
available, by the Purchaser and the Vendor each having a
representative meet together with him in person on the date of this
agreement; and
	 
	 	(f)	 	the Vendor and the Purchaser, as applicable, shall promptly
give the other:






	 	(i)	 	notice of any adverse findings or any
suggestions thereof by the Treasurer in relation to the
condition precedent in clause 3.1(a);
	 
	 	(ii)	 	copies of any submission in writing and any
correspondence and details of any discussions relevant to
the satisfaction of the condition precedent in clause 3.1(b)
or 3.1(c); and
	 
	 	(iii)	 	notice in writing upon it becoming aware
whether or not any of the conditions precedent referred to
in clause 3.1(a) (b) or (c) have been fulfilled.






	3.3	 	Restriction on amendments
	 
	 	 	Subject to clause 3.4, prior to Completion:





	 	 	 	 	 	 	 
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	 	(a)	 	the Vendor and the Purchaser must not; and
	 
	 	(b)	 	the Vendor and the Purchaser must each procure that their
respective advisers and Related Bodies Corporate do not,






	 	 	request from or propose to the Minister for Racing, Gaming and Licensing
in the Northern Territory of Australia, nor invite the Minister to
propose or request, any changes to the Casino Operator’s Agreement.
	 
	3.4	 	Permitted amendments
	 
	 	 	The Vendor and the Purchaser acknowledge the only changes to the Casino
Operator’s Agreement that may be requested by or on behalf of the Vendor
or the Purchaser prior to Completion are changes that are:






	 	(a)	 	necessary in relation to the change of control of the
Company and removing the Vendor as a party to that agreement; or
	 
	 	(b)	 	a response by the Purchaser to changes proposed or
requested by the Minister, so long as the response is limited to
making the Minister’s changes, when taken with the Casino
Operator’s Agreement as a whole, not materially less favourable to
the Purchaser and the Company and Subsidiaries than the Casino
Operator’s Agreement is to the Vendor, MGM MIRAGE, MGM Grand
Diamond and the Company and Subsidiaries; or
	 
	 	(c)	 	requested or proposed after the Vendor and Purchaser have
each consented in writing.






	3.5	 	Conditions precedent and right to terminate
	 
	 	 	This agreement may be terminated by:






	 	(a)	 	the Vendor by notice given to the Purchaser if any of the
conditions in clause 3.1(a), (b) or (c) are not fulfilled by the
date that is 4 months after the date of this agreement (subject to
clause 3.6); or
	 
	 	(b)	 	either the Purchaser or the Vendor by notice given to the
other of them if:






	 	(i)	 	the Treasurer or the Minister has refused, by
notice in writing, to give the consent required under clause
3.1(a) or (b) (as the case may be) and, after appealing that
decision as far as is reasonable, the party who seeks to
avoid the agreement considers (acting reasonably) that a
reversal of that decision will not occur; or
	 
	 	(ii)	 	any of the conditions in clauses 3.1(a), (b)
or (c) are not fulfilled within 6 months of the date of this
agreement,






	 	 	and only if the party who seeks to avoid the agreement has complied with
clauses 3.2 and 3.3. The notice must refer to this clause of the
agreement as the basis for termination and specify in reasonable detail
the unfulfilled condition.





	 	 	 	 	 	 	 
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	3.6	 	Extension of time
	 
	 	 	Clause 3.5(a) will not apply if, on or before the date that is 4 months
after the date of this agreement, the Purchaser has given to the Vendor,
in relation to each of the conditions in clause 3.1(b) or (c) which are
not fulfilled on the date that is 4 months after the date of this
agreement, a statement in writing which:






	 	(a)	 	states that the Purchaser believes on reasonable grounds
that the condition is in the process of being fulfilled, or is
likely to be fulfilled, before the date that is 6 months after the
date of this agreement;
	 
	 	(b)	 	sets out those reasonable grounds; and
	 
	 	(c)	 	confirms that, apart from anything set out in the
statement, the Vendor has been fully and fairly notified under
clause 3.2(f) of all matters which the Purchaser is aware of that
are relevant to its belief referred to in paragraph (a).






	3.7	 	Post termination
	 
	 	 	If this agreement is terminated under clause 3.5 then, in addition to
any other rights, powers or remedies provided by law:






	 	(a)	 	each party is released from its obligations to further
perform the agreement except those imposing on it obligations of
confidentiality;
	 
	 	(b)	 	each party retains the rights it has against any other
party in respect of any past breach;
	 
	 	(c)	 	the Purchaser must return to the Vendor all documents and
other materials in any medium in its possession, power or control
which contain information relating to the Company or the
Subsidiaries, including the Records;
	 
	 	(d)	 	if the Purchaser has satisfied its obligations under
clauses 3.2 and 3.3, the Deposit must be paid to the Purchaser,
together with the amount of interest earned on the Deposit; and
	 
	 	(e)	 	if the Purchaser has not satisfied its obligations under
clause 3.2 or 3.3, the Deposit and all interest earned on it is
forfeited to the Vendor.






	4	 	Completion
	 
	4.1	 	Place of Completion
	 
	 	 	Completion of the sale and purchase of the Shares and Sale Units will
take place at:






	 	(a)	 	12 noon on:






	 	(i)	 	where all the conditions in clause 3.1 are
fulfilled or waived on a day that is less than 16 Business
Days but not less than 6





	 	 	 	 	 	 	 
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	 	 	 	Business Days before the last day of that calendar month,
the last day of that calendar month; or
	 
	 	(ii)	 	where (i) above does not apply, the day which
is 10 Business Days after all the conditions in clause 3.1
have been fulfilled or waived;






	 	(b)	 	the offices of Mallesons Stephen Jaques, Solicitors, Level
60, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 and
the Boardroom, MGM Grand Casino, Gilruth Avenue, Darwin City, NT
0800,






	 	 	or any other time and place or places agreed by the Vendor and the
Purchaser.
	 
	4.2	 	Vendor obligations on Completion
	 
	 	 	The Vendor agrees to do the following on Completion:






	 	(a)	 	deliver to the Purchaser or its solicitors executed
transfers in favour of the Purchaser of all the Shares together
with the share certificates for the Shares and any consents which
the Purchaser reasonably requires to obtain registration of those
transfers;
	 
	 	(b)	 	deliver to the Purchaser or its solicitors executed
transfers in favour of the Purchaser of all the Sale Units together
with the unit certificates for the Sale Units and any consents
which the Purchaser reasonably requires to obtain registration of
those transfers;
	 
	 	(c)	 	upon receipt from the Purchaser or a third party nominated
by the Purchaser of the amount to be lent to Diamond Leisure Pty
Limited referred to in clause 5.3, procure the Company and the
Subsidiaries to immediately repay the Related Party Debt;
	 
	 	(d)	 	deliver to the Purchaser evidence of the discharges of the
guarantees, mortgages and charges set out in Schedule 3;
	 
	 	(e)	 	deliver to the Purchaser evidence that the transactions
referred to in clause 5.2 have occurred in accordance with this
agreement;
	 
	 	(f)	 	deliver to the Purchaser evidence that the Tax Sharing
Agreement has been entered into by the Vendor, the Company and each
of the Subsidiaries in accordance with clause 8.5(b), and that the
Clear Exit Payment has been made in accordance with that agreement;
and
	 
	 	(g)	 	cause:






	 	(i)	 	the board of directors of the Company to
direct that, subject to the payment of stamp duty, the
transfers of the Shares are registered;
	 
	 	(ii)	 	the board of directors of the Trustee to
direct that, upon the payment of stamp duty, the transfers
of the Sale Units are registered;





	 	 	 	 	 	 	 
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	 	(iii)	 	the delivery to the Purchaser or its nominee
of the common seal and any other company seals of the
Company and each of the Subsidiaries;
	 
	 	(iv)	 	the Records to be available to the Purchaser
at the Business Premises;
	 
	 	(v)	 	the delivery to the Purchaser or its nominee
of duly completed bank authorities, authorised by the boards
of directors of the Company and each of the Subsidiaries and
directed to that company’s bankers, authorising the
operation of each of its bank accounts by nominees of the
Purchaser;
	 
	 	(vi)	 	subject to the constitution of the Company
and each of the Subsidiaries and to receipt from the
Purchaser of consents to act signed by the relevant nominees
at least two (2) Business Days before Completion, the
appointment of the Purchaser’s nominees as directors and
secretaries of the Company and each of the Subsidiaries, and
the resignation of the incumbent directors and secretaries
of the Company and each Subsidiary (including an
acknowledgement by each of them that they are not entitled
to any payment or emolument from the Company or any
Subsidiary on resignation), but so that a properly
constituted board of directors is in existence at all times;
and
	 
	 	(vii)	 	the Company and Subsidiaries to sign and
deliver to the Vendor the appropriate form of termination of
any registration of a business name containing the words
“MGM Grand” or either of those words or anything similar,
duly signed on behalf of each Company and the Subsidiary
which is registered as trading under that name.






	4.3	 	Purchaser’s obligations on Completion
	 
	 	 	The Purchaser agrees to do the following on Completion:






	 	(a)	 	establish to the reasonable satisfaction of the Vendor that
the conditions precedent set out in clauses 3.1(a) and (b) have
been fulfilled and (if appropriate) deliver to the Vendor
documentation proving that they have;
	 
	 	(b)	 	cause the execution of an agreement to amend or substitute
the Casino Operator’s Agreement, in the form to be executed by the
Minister in accordance with the Minister’s agreement in
satisfaction of the condition in clause 3.2(c), by any of the
Purchaser, its Related Bodies Corporate and (following the
appointments under clause 4.2(g)(vi)) the Company and Subsidiaries
who are to be parties to that agreement; and
	 
	 	(c)	 	make payment in accordance with clauses 5.3 and 5.4.






	4.4	 	Simultaneous actions at Completion
	 
	 	 	In respect of Completion, including the parties’ obligations under
clauses 5.3 and 5.4:





	 	 	 	 	 	 	 
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	 	(a)	 	the obligations of the parties under this agreement are
interdependent; and
	 
	 	(b)	 	if all actions required to be performed at Completion are
performed (or waived) they are to be taken to have occurred (unless
waived) simultaneously on the Completion Date.






	4.5	 	Completion does not occur on Completion Date — Purchaser’s default
	 
	 	 	If Completion does not occur on the date determined in accordance with
clause 4.1(a) by reason of the Purchaser’s default, then the Vendor may
give the Purchaser a notice in writing requiring it to satisfy its
obligations within five (5) Business Days. If the Purchaser fails to
satisfy those obligations by the date specified in the notice, then the
Vendor may terminate this agreement by a further notice in writing to
the Purchaser. Upon such termination, the Deposit and all interest
earned on it is forfeited to the Vendor and the Vendor may sue the
Purchaser for breach of contract.
	 
	4.6	 	Completion does not occur on Completion Date — Vendor’s default
	 
	 	 	If Completion does not occur on the date determined in accordance with
clause 4.1(a) by reason of the Vendor’s default, then the Purchaser may
give the Vendor a notice in writing requiring it to satisfy its
obligations within five (5) Business Days. If the Vendor fails to
satisfy those obligations by the date specified in the notice then the
Purchaser may terminate this agreement by a further notice in writing to
the Vendor. Upon such termination the Deposit, together with all
interest earned on the Deposit , must be paid to the Purchaser.
	 
	5	 	Payment of the Purchase Price and repayment of Related Party Debt
	 
	5.1	 	Deposit and Interest
	 
	 	 	On signing of this agreement, the Purchaser must pay $19,500,000 to
Mallesons Stephen Jaques (to be held by them in a controlled moneys
account on trust for the Vendor and the Purchaser to be applied in
accordance with this agreement), as a deposit and part payment of the
Purchase Price. On Completion, interest accruing on the Deposit must be
paid to the Vendor and:






	 	(a)	 	all of that interest accruing up to the earlier of
Completion and the date four months after the date of this
agreement (“Early Interest”) is part payment of the Purchase Price;
but
	 
	 	(b)	 	all of that interest accruing on and after the date four
months after the date of this agreement is not part payment of the
Purchase Price or the Purchaser’s obligations under clause 4.3(c)
or clause 5.3 or clause 5.4.






	5.2	 	MGM Dividend
	 
	 	 	Immediately before Completion, the Vendor must cause:





	 	 	 	 	 	 	 
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	 	(a)	 	the Company, the Subsidiaries and the Vendor to satisfy and
discharge by way of set off all debts owing between any of the
Company and the Subsidiaries on the one part and the Vendor on the
other part so as to leave a single remaining debt owing from the
Vendor to Diamond Leisure Pty Limited and a single remaining debt
owing from the Company to the Vendor;
	 
	 	(b)	 	Diamond Leisure Pty Limited to sell and assign to the
Company for face value all amounts owing by the Vendor after the
steps taken in paragraph (a);
	 
	 	(c)	 	the board of Diamond Leisure Pty Limited to resolve to pay
an interim dividend to the Company for an amount not exceeding the
Estimated Net Intercompany Debt;
	 
	 	(d)	 	Diamond Leisure Pty Limited to pay that dividend by way of
set off against the consideration for that assignment (leaving the
balance of that consideration as a debt payable at call);
	 
	 	(e)	 	the board of the Company to resolve to pay an interim
dividend to the Vendor for an amount not exceeding the Estimated
Net Intercompany Debt;
	 
	 	(f)	 	the Company to:






	 	(i)	 	pay that dividend to the Vendor; and
	 
	 	(ii)	 	repay the amount owing by the Company to the
Vendor after the steps taken in paragraph (a),






	 	 	 	by way of set off against the amount owing by the Vendor to the
Company after the steps taken in paragraphs (a)-(c), and the
Vendor to accept that payment and repayment by way of set off
(subject to any adjustment required under clause 5.7).






	5.3	 	Loan by Purchaser to Subsidiary
	 
	 	 	The Purchaser agrees to:






	 	(a)	 	lend, or to procure a third party to lend, to Diamond
Leisure Pty Limited an amount in Australian dollars which is
sufficient to enable Diamond Leisure Pty Limited to repay the
Related Party Debt in USD on the Completion Date; and
	 
	 	(b)	 	if directed by Diamond Leisure Pty Limited (in a form
reasonably acceptable to the Purchaser and delivered to the
Purchaser not later than 2 Business Days prior to Completion), pay
that sum in USD to MGM MIRAGE (for itself and the applicable
Related Bodies Corporate of the Vendor), at Completion in
satisfaction of the Company’s and the Subsidiaries’ obligations to
repay the Related Party Debt, and to enable the Vendor to satisfy
its obligations under clause 4.2(c); and
	 
	 	(c)	 	where the Purchaser intends to procure a third party to
lend the money referred to in clause 5.3(a), to provide to the
Vendor (no later





	 	 	 	 	 	 	 
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	 	 	 	than 5 Business Days prior to Completion) all relevant
information necessary for the Vendor to complete the direction
referred to in clause 5.3(b).






	5.4	 	Completion payment
	 
	 	 	On Completion the Purchaser must, subject to the Vendor satisfying its
obligations under clause 4.2, pay to the Vendor (or as the Vendor
directs) on account of the Purchase Price an amount equal to
$195,000,000 less the sum of the amount lent under clause 5.3 and the
Deposit and Early Interest (as defined in clause 5.1(a)) and adjusted as
follows:






	 	(a)	 	increased by an amount equal to any amount by which the
Estimated Working Capital exceeds the Working Capital Target; or
	 
	 	(b)	 	decreased by an amount equal to any amount by which the
Estimated Working Capital is less than the Working Capital Target.






	5.5	 	Post-Completion Purchase Price adjustment
	 
	 	 	The Purchase Price is adjusted as follows:






	 	(a)	 	by:






	 	(i)	 	increasing it by any amount by which the
Working Capital exceeds the Working Capital Target; or
	 
	 	(ii)	 	reducing it by any amount by which the
Working Capital is less than the Working Capital Target; and






	 	(b)	 	by reducing it by an amount equal to the Related Party
Debt; and
	 
	 	(c)	 	by reducing it by any amount paid by the Company under
clause 5.7(a) or increasing it by any amount paid by the Vendor
under clause 5.7(b).






	 	 	Any adjustment to the Purchase Price under this clause 5.5 is to be
treated as an adjustment to the Purchase Price payable for the Shares
under clause 2.2.
	 
	5.6	 	Payment of balance of Purchase Price
	 
	 	 	If the Purchase Price (as adjusted in accordance with clause 5.5) less
the Deposit and Early Interest (as defined in clause 5.1(a)) exceeds the
amount paid by the Purchaser under clause 5.4 the Purchaser must pay the
balance of the Purchase Price to the Vendor.
	 
	 	 	If the amount paid by the Purchaser under clause 5.4 exceeds the
Purchase Price (as adjusted in accordance with clause 5.5) less the
Deposit and Early Interest (as defined in clause 5.1(a)), then the
Vendor must pay the Purchaser the amount of that excess by way of refund
of the amount paid under clause 5.4.
	 
	5.7	 	Balance of Net Intercompany Debt
	 
	 	 	If the Net Intercompany Debt:





	 	 	 	 	 	 	 
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	 	(a)	 	is less than the MGM Dividend, the Purchaser must cause the
Company to pay the amount of the excess to the Vendor on behalf of
itself or its Related Bodies Corporate (as the case may require);
or
	 
	 	(b)	 	exceeds the MGM Dividend, the Vendor must refund the amount
of that excess to the Company.






	5.8	 	Bank accounts
	 
	 	 	Payments by electronic transfer must be made to the accounts:






	 	(a)	 	designated by the Vendor, in the case of payments to the
Vendor or MGM MIRAGE, or by the Purchaser, in the case of payments
to the Purchaser, on the date of this agreement; or
	 
	 	(b)	 	any other account which the recipient of the payment
notifies to the other party in writing not less than two days
before the payment is due.






	5.9	 	Timing of payment
	 
	 	 	All amounts payable under clauses 5.6 and 5.7 must be paid within 15
Business Days of the Completion Statement being delivered to the Vendor
and the Purchaser, or if the Working Capital or Net Intercompany Debt is
disputed, within 5 Business Days of the resolution or determination of
all disputes in relation to the Completion Statement in accordance with
clause 6.5.
	 
	5.10	 	Form of Payment
	 
	 	 	Each payment referred to in this clause 5 must be made by electronic
funds transfer in accordance with clause 5.8, unless otherwise agreed.
If at the time a payment is due no account has been designated or
notified in accordance with clause 5.8, that payment may be made by bank
cheque.
	 
	6	 	Working Capital
	 
	6.1	 	Estimated Working Capital and Estimated Net Intercompany Debt
	 
	 	 	At least 3 Business Days prior to Completion, the Vendor must deliver to
the Purchaser a statement setting out the Estimated Working Capital,
Estimated Net Intercompany Debt and Clear Exit Payments as at 6:00am on
the Completion Date.
	 
	6.2	 	Preparation of statement of Estimated Working Capital and Estimated Net
Intercompany Debt
	 
	 	 	The Vendor must prepare the statement of Estimated Working Capital and
Estimated Net Intercompany Debt:






	 	(a)	 	based on management accounts prepared in accordance with
the Company’s and the Vendor’s usual practices but as far as
practicable having regard to clauses 6.3 and 6.4;





	 	 	 	 	 	 	 
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	 	(b)	 	with a view to the Estimated Working Capital and Estimated
Net Intercompany Debt being as close to the ultimate Working
Capital and Net Intercompany Debt (respectively) as practicable.






	6.3	 	Preparation of Completion Statement
	 
	 	 	The Purchaser agrees to cause the Company to prepare a statement setting
out the Working Capital as at 6.00am on the Completion Date and the Net
Intercompany Debt (“Completion Statement”), and deliver it to the Vendor
as soon as practicable but not later than 30 days after the Completion
Date. Subject to clause 6.4, the Working Capital and Net Intercompany
Debt must be determined in a manner consistent with the Accounting
Standards and the Company’s historical accounting policies as described
in the Last Accounts, but if the Accounting Standards differ from the
Company’s historical accounting policies, the Accounting Standards
prevail. In addition, the Completion Statement must include notes which
accurately reflect the manner in which the Working Capital and Net
Intercompany Debt were determined.
	 
	6.4	 	Specific rules for Completion Statement
	 
	 	 	The Completion Statement prepared under clause 6.3 must be prepared:






	 	(a)	 	without any provision for auditors or other fees associated
with preparing the Completion Statement;
	 
	 	(b)	 	as if the steps taken in clause 5.2 had been taken on the
day before Completion;
	 
	 	(c)	 	without any revaluations of any assets;
	 
	 	(d)	 	valuing any Inventory items referred to in clause 7.2 in
accordance with clause 6.3 as if Completion had not occurred and
clause 7.2 did not apply;
	 
	 	(e)	 	if any amount of compensation is paid to a Subsidiary
pursuant to clause 8.9(g) of the Casino Operator’s Agreement
between the date of this agreement and Completion, or if any other
amount of compensation is agreed to be given to a Subsidiary under
clause 8.9(g) of the Casino Operator’s Agreement and such amount is
accounted for in the Working Capital, so that the Working Capital
is reduced by an amount equal to that part of the amount of
compensation which represents recompense for adverse impacts on
revenue of that Subsidiary after Completion as a result of the
relevant action under clause 8.9(g) of the Casino Operator’s
Agreement; and
	 
	 	(f)	 	if any amount of compensation not referred to in paragraph
(e) is agreed to be given to a Subsidiary pursuant to clause 8.9(g)
of the Casino Operator’s Agreement but that amount is not accounted
for in the Working Capital, so that the Working Capital is
increased by an amount equal to that part of that compensation
which represents recompense for adverse impacts on revenue of that
Subsidiary prior to Completion as a result of the relevant action
under clause 8.9(g) of the Casino Operator’s Agreement.





	 	 	 	 	 	 	 
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	6.5	 	Disputes
	 
	 	 	The Vendor may (within 15 days from the date the Completion Statement is
delivered under clause 6.3) notify the Purchaser of any disagreement
concerning the amount of Working Capital or the Net Intercompany Debt in
writing. If the Vendor and the Purchaser cannot agree on the Working
Capital or the Net Intercompany Debt within 21 days of the delivery of
the notice of disagreement, then either the Vendor or the Purchaser may
refer the disagreement to the Independent Auditor with the request that
the Independent Auditor make a decision on the disagreement as soon as
practicable after receiving any submissions from the Vendor and the
Purchaser. The decision of the Independent Auditor is, in the absence
of manifest error, to be conclusive and binding on the parties for the
purposes of determining the Working Capital and the Net Intercompany
Debt under this agreement. The Vendor and the Purchaser agree to each
pay one half of the Independent Auditor’s fees and expenses in
connection with the reference. The Independent Auditor will be
appointed as an expert and not as an arbitrator. The procedures for
determination are to be decided by the Independent Auditor in its
absolute discretion.
	 
	6.6	 	Vendor’s access to Records post Completion
	 
	 	 	The Purchaser agrees to allow the Vendor and its representatives access
to the Records of the Company and each of the Subsidiaries upon giving
the Purchaser 7 days prior notice to assist the Vendor in its
preparation of its Tax returns, its review of the Completion Statement
and in connection with the consolidation (for Tax purposes) of the
Consolidatable Group of which it is the Head Company. The Vendor agrees
not to:






	 	(a)	 	remove any of the Records but may take a copy of any
information it requires to support its Tax returns; or
	 
	 	(b)	 	disclose or use (other than for the purposes contemplated
by this clause 6.6) any information in the Records which comes to
its attention when exercising its rights under this clause except:






	 	(i)	 	information which is in or becomes part of
the public domain other than through an act or omission of
the Vendor; or
	 
	 	(ii)	 	(for the purposes of completing the Tax
returns of the Vendor) information required to be disclosed
in the Tax returns of the Vendor; or
	 
	 	(iii)	 	information already known to the Vendor
other than by disclosure to it as shareholder in, or by
virtue of its representatives being directors of, the
Company or its Subsidiaries.






	7	 	Post Completion
	 
	7.1	 	Change of name and logo
	 
	 	 	Immediately following Completion the Purchaser must:





	 	 	 	 	 	 	 
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	 	(a)	 	cause the name and logo of the business carried on at the
Business Premises to be changed so that the name or logo does not
at any time thereafter contain the words “MGM Grand” or either of
those words or anything similar or any logo synonymous with or
similar to the lion logo used by the Vendor or MGM MIRAGE in their
businesses or which otherwise uses any of the Excluded Intellectual
Property Rights;
	 
	 	(b)	 	ensure that the Company and each Subsidiary does not carry
on business or hold themselves out as operating under any name or
logo at any time thereafter which contains the words “MGM Grand” or
either of those words or anything similar or any logo synonymous
with or similar to the lion logo used by the Vendor or MGM MIRAGE
in their businesses or which otherwise uses any of the Excluded
Intellectual Property Rights; and
	 
	 	(c)	 	ensure that (without limiting clause 7.3), any exterior
fixture or fitting or other asset visible from outside the Business
Premises which prominently contains the words “MGM Grand” or either
of those words or anything similar or any logo synonymous with or
similar to the lion logo used by the Vendor or MGM MIRAGE in their
businesses is changed, or covered up until such time as it is
permanently changed.






	7.2	 	Delivery or transfer of Inventory
	 
	 	 	Within 60 days following Completion (subject to clause 7.8) the
Purchaser shall at no cost to the Vendor:






	 	(a)	 	to the extent that the Vendor and the Purchaser agree in
relation to specific categories of Inventory, destroy; and
	 
	 	(b)	 	otherwise transfer and deliver to the Vendor at the
Business Premises






	 	 	all Inventory (including, without limitation, any gaming chips, hotel
room supplies, linen, china and other restaurant accessories, unused
stationery and promotional material) which contains the words “MGM
Grand” or either of those words or anything similar or any logo
synonymous with or similar to the lion logo used by the Vendor or MGM
MIRAGE in their businesses or which otherwise uses any of the Excluded
Intellectual Property Rights.
	 
	7.3	 	Removal of embedded lion logo fixtures
	 
	 	 	Within 120 days following Completion (subject to clause 7.8) the
Purchaser must alter by either replacing, removing or covering up any
part of any fixture, fitting or other asset on the Business Premises
(but excluding those items of inventory referred to in clause 7.2) which
contains the words “MGM Grand” or either of those words or anything
similar or any logo synonymous with or similar to the lion logo used by
the Vendor or MGM MIRAGE in their businesses or which otherwise uses any
of the Excluded Intellectual Property Rights.





	 	 	 	 	 	 	 
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	7.4	 	Destruction of material
	 
	 	 	The Purchaser shall destroy any of the Company’s gaming chips which
contain the words “MGM Grand” or either of those words or anything
similar or any logo synonymous with or similar to the lion logo used by
the Vendor or MGM MIRAGE in their businesses or which otherwise use any
of the Excluded Intellectual Property Rights which come into its
possession after the day on which delivery or transfer of Inventory is
made in accordance with clause 7.2.
	 
	 	 	On or before the 60th day after Completion, and thereafter within three
Business Days after any Inventory is destroyed under this clause or
clause 7.2, the Purchaser must deliver to the Vendor a certificate
signed by a director of the Purchaser setting out details of all
Inventory destroyed in accordance with clause 7.2 or this clause prior
to the date of the certificate (unless detailed in an earlier
certificate under this clause).
	 
	7.5	 	Operating and Procedures Manual
	 
	 	 	Prior to Completion the Vendor may remove any parts of the Operations
and Procedures Manual which are proprietary to the Vendor or MGM MIRAGE
and are not required by the Company or any of the Subsidiaries to ensure
compliance with the Casino Operator’s Agreement. Within 30 days
following Completion (subject to clause 7.8) , the Purchaser must remove
from the Operating and Procedures Manual, and ensure the Company and
Subsidiaries cease to use, all information or material identified by the
Vendor and notified to the Purchaser as being proprietary to the Vendor
or MGM MIRAGE.
	 
	7.6	 	Vendor rights
	 
	 	 	At any time after the expiry of the period provided for in clauses 7.1,
7.2, 7.3 and 7.5 (as the case may be), the Vendor and its
representatives have the right to attend the Business Premises, upon
giving the Purchaser 7 days prior notice, to ensure that all the
obligations set out in clauses 7.1, 7.2, 7.3 and 7.5 (as the case may
be) have been satisfied. In the event that the Vendor or its
representative(s) find that the obligations set out in clauses 7.1, 7.2,
7.3 and 7.5 have not been fully met within the relevant timeframe, the
Vendor or its representative(s) may, without any further consent or
concurrence of the Purchaser, do all such things as may be necessary in
the opinion of the Vendor, on behalf of the Purchaser and at the
Purchaser’s cost, to comply with clauses 7.1, 7.2, 7.3 and 7.5 (as the
case may be).
	 
	7.7	 	Costs
	 
	 	 	Any costs incurred by the Vendor or their representatives as a result of
taking action under clause 7.6 must be refunded by the Purchaser within
7 days of the Purchaser receiving written notice of these costs from the
Vendor.
	 
	7.8	 	Extension of time
	 
	 	 	If:






	 	(a)	 	the Purchaser makes a written request for an extension of
time in respect of specific categories of Inventory for a the
purposes of





	 	 	 	 	 	 	 
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	 	 	 	clause 7.2 or in respect of specific items or categories of
fixtures, fittings or other assets for the purposes of clause 7.3
or in respect of specific parts of the Operating and Procedures
Manual for the purposes of clause 7.5 and the request shows that
the Purchaser has made reasonable efforts to meet the
requirements of clause 7.2 or 7.3 or 7.5 (as the case may be) on
time in relation to that category or item, or that there are
circumstances beyond the Purchaser’s control preventing the
Purchaser meeting those requirements on time in relation to that
category or item; and
	 
	 	(b)	 	the Vendor, in its absolute discretion acting in good
faith, agrees to that request or notifies the Purchaser that it
agrees to a shorter extension in relation to that category or item,






	 	 	clause 7.2 or 7.3 or 7.5 (as the case may be) applies to that category
or item or part with the extension of time agreed to by the Vendor.
	 
	8	 	Conduct of business pending Completion
	 
	8.1	 	Conduct of business
	 
	 	 	Subject to clause 8.2, until Completion the Vendor must, unless the
Purchaser otherwise agrees in writing, procure that the Company and each
of the Subsidiaries:






	 	(a)	 	carries on its business in the Ordinary Course of Business;
and
	 
	 	(b)	 	uses all reasonable endeavours to preserve the goodwill of
its business.






	8.2	 	Restrictions on Company and Subsidiaries
	 
	 	 	Until Completion the Vendor must, unless the Purchaser otherwise agrees
in writing, procure that the Company and each of the Subsidiaries does
not:






	 	(a)	 	increase, reduce or otherwise alter its share capital, or
issue units in the Territory Property Trust or grant any options
for the issue of units in the Territory Property Trust or for shares or other securities other than as set forth in this
agreement;
	 
	 	(b)	 	make a distribution or revaluation of assets except as part
of the consolidation process for tax purposes referred to in clause
8.4; or
	 
	 	(c)	 	buy back its shares or sell or transfer any shares in any
Subsidiary or units in the Territory Property Trust or redeem any
units in the Territory Property Trust;
	 
	 	(d)	 	amend or take steps to amend its constituent documents;
	 
	 	(e)	 	amend or take steps to amend the Trust Deed;
	 
	 	(f)	 	merge or consolidate with any other corporation or acquire
all or substantially all of the shares or the business or assets of
any other





	 	 	 	 	 	 	 
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	 	 	 	person, firm, association, corporation or business organisation,
or agree to do any of the foregoing;
	 
	 	(g)	 	enter into any agreement for car parking with the Darwin
Council unless the terms of such agreement are not materially worse
for the Company and the Subsidiaries than those in the latest
correspondence with Darwin Council disclosed to the Purchaser prior
to the date of this agreement;
	 
	 	(h)	 	enter into any contract or arrangement with an Associate of
the Vendor or with the Vendor unless the terms:






	 	(i)	 	would be reasonable in the circumstances if
the parties to the contract or arrangement were dealing at
arm’s length; and
	 
	 	(ii)	 	will not, after the transactions contemplated
in clauses 5.2 and 5.3 have been completed, have a material
adverse financial impact on the Company or the Subsidiaries;
and






	 	(i)	 	make any capital expenditure except as reasonably required
to maintain the Business Premises or any plant, equipment,
fixtures, fittings and gaming machines owned or leased or used in
connection with its operations in a functional and useable
condition and otherwise in their condition as at the date of this
agreement, fair wear and tear excepted.






	8.3	 	Access
	 
	 	 	The Vendor agrees to allow the Purchaser and its representatives access
to the premises and Records of the Company and each of the Subsidiaries
before the Completion Date upon giving the Vendor 3 Business Days prior
notice to the extent that in the opinion of the Vendor such access does
not interfere with the operations or business of the Company and its
Subsidiaries to assist the Purchaser to become familiar with the affairs
of the Company and each of the Subsidiaries. The Purchaser agrees not
to copy or remove any of the Records before Completion and also agrees
not to disclose or use any information which comes to its attention when
exercising its rights under this clause except:






	 	(a)	 	information which is in or becomes part of the public
domain other than through an act or omission of the Purchaser; or
	 
	 	(b)	 	information which the Purchaser can prove by
contemporaneous written documentation was already known to it at
the time of disclosure by the Vendor.






	8.4	 	Co-operation
	 
	 	 	The Vendor agrees to:






	 	(a)	 	arrange meetings between representatives from the Purchaser
and employees of the Company and each of the Subsidiaries as soon
as practicable on or after the date of this agreement at times and
in a manner which, in the opinion of the Vendor, do not
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	 	 	 	interfere with the operations or business of the Company and its
Subsidiaries;
	 
	 	(b)	 	where the Purchase reasonably requests it, cause the
Company and Subsidiaries to cooperate with the Purchaser in
reserving new business and corporate names and preparing for their
changes of names and logos immediately after Completion;
	 
	 	(c)	 	at the earliest practicable time, give notice of any
contract, arrangement or understanding involving a liability
exceeding $200,000 or groups or series of contracts, arrangements
or understandings relating to the one project or matter which in
aggregate exceed $500,000, and to the extent practicable and
reasonable the Vendor agrees to consider, in good faith, any
comments or requests the Purchaser has made in relation to any of
those proposed, contracts, arrangements or understandings. To avoid
doubt, the Vendor need not wait until it has received comments from
the Purchaser before entering into a contract, arrangement or
understanding, and where the Purchaser has provided comments the
Vendor must consider, in good faith, but is not required to comply
with any comments from the Purchaser and the Vendor may in its
absolute discretion determine whether or not the Company or
Subsidiary enters into and the terms of any contract, arrangement
or understanding;
	 
	 	(d)	 	subject to any Laws relating to privacy, report any
agreement or arrangement entered into by the Company or a
Subsidiary to increase the compensation or other benefits payable
or to become payable to directors or employees, or pay any bonus
not provided for in any agreement or arrangement existing as at the
date of this agreement; and
	 
	 	(e)	 	at the earliest practicable time, give notice of any
proposal to settle or compromise any material litigation
proceeding, arbitrations, investigations (or any other material
disputes) involving the Company or any Subsidiary not relevant to
the businesses of MGM MIRAGE or its Associates outside Australia
and to the extent practicable and reasonable the Vendor agrees to
consider, in good faith, any comments or request the Purchaser has
made in relation to any such proposals. To avoid doubt, the Vendor
need not wait until it has received comments from the Purchaser
before entering into any settlement or compromise and where the
Purchaser has provided comments the Vendor must consider, in good
faith, but is not required to comply with any comments from the
Purchaser and the Vendor may in its absolute discretion determine
whether or not the Company or Subsidiary enters into and the terms
of any settlement or compromise.






	8.5	 	Tax Consolidation






	 	(a)	 	The Vendor will make a choice under section 703-50 of the
Tax Act that the Consolidatable Group of which it is the Head
Company is taken to be consolidated on and after 1 January 2003.





	 	 	 	 	 	 	 
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	 	(b)	 	The Vendor covenants that it will enter into a tax sharing
agreement with the Company and each Subsidiary in respect of the
period when the Company and each Subsidiary are included in the
Consolidated Group of which the Vendor is Head Company. The tax
sharing agreement will cover all group liabilities (as defined in
section 721-10(1) of the Tax Act) of the Head Company for that
period (including, without limitation, any income tax liability for
any year in which the period occurs) which have not become due and
payable, and have not been paid or otherwise discharged in full,
before the date of entering into the tax sharing agreement and will
also comply with the other provisions of section 721-25(1) of the
Tax Act.






	8.6	 	Additional information
	 
	 	 	During the period from the date of this agreement until the date of
Completion, the Vendor agrees to provide the Purchaser with:






	 	(a)	 	copies of all management accounts of the Company and
Subsidiaries which are prepared during this period; and
	 
	 	(b)	 	copies of all information or correspondence received from
or sent to the Minister of Racing, Gaming and Licensing in the
Northern Territory of Australia that is addressed to or signed by
the General Manager, Darwin Casino.






	9	 	Risk and insurance
	 
	 	 	The Vendor must procure that the Company and each of the Subsidiaries
maintains until Completion insurance of their assets covering such risks
and for such amounts as were maintained in accordance with their
ordinary practice immediately prior to the date of this agreement.
	 
	10	 	Superannuation
	 
	 	 	The Vendor agrees to do everything reasonably required by the Purchaser
to put the Purchaser or its nominee in the same position at Completion
as regards control of or influence over the Relevant Schemes as the
Vendor is in on the date of this agreement.
	 
	11	 	Warranties and representations
	 
	11.1	 	Vendor represents and warrants
	 
	 	 	Except as set forth in the Disclosure Letter, the Vendor represents and
warrants to the Purchaser that each of the statements set out in the
appendix to this agreement is true in all material respects. Each of
the statements is to be treated as a separate representation and
warranty and the interpretation of any statement made may not be
restricted by reference to or inference from any other statement.





	 	 	 	 	 	 	 
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	11.2	 	Purchaser acknowledgment
	 
	 	 	The Purchaser acknowledges that:






	 	(a)	 	in entering into this agreement and in proceeding to
Completion, the Purchaser does not rely on any representation,
warranty, condition or other conduct which may have been made by
the Vendor or on behalf of the Vendor, except the Warranties;
	 
	 	(b)	 	it has had the opportunity to make and has made reasonable
enquiries in relation to all matters material to it which are not
covered by the Warranties and satisfied itself in relation to the
matters arising from those investigations;
	 
	 	(c)	 	subject to any law to the contrary and except as provided
in the Warranties, all terms, conditions, warranties and
statements, whether express, implied, written, oral, collateral,
statutory or otherwise, are excluded and the Vendor disclaims all
liability in relation to these to the maximum extent permitted by
law; and
	 
	 	(d)	 	it has not and may not rely on, and no warranty, indemnity
or representation is made in connection with, any forecasts or
projections relating to the Company and the Subsidiaries (or any of
them) that have been given to the Purchaser or its professional
advisers by or on behalf of the Vendor.






	11.3	 	No claim
	 
	 	 	The Purchaser agrees not to make and waives any right it may have to
make any claim against the Vendor or any of their officers, employees,
agents or advisers under section 52 of the Trade Practices Act 1974, or
the corresponding provision of any state or territory enactment, for any
statement or representation made concerning the Company or any
Subsidiary.
	 
	11.4	 	Time limit on claims
	 
	 	 	The Purchaser may not claim for any breach of the Warranties unless full
details of the claim have been given to the Vendor within 12 months from
the Completion Date.
	 
	11.5	 	Quantum limit on claims
	 
	 	 	The Purchaser may not claim for a breach of the Warranties if the amount
of that claim is less than $250,000 nor if the total of all claims for
breach of the Warranties is less than or equal to $3,000,000, and the
Purchaser is not entitled to recover the first $1,000,000 where the
claims aggregate to more than that amount.
	 
	11.6	 	Maximum claim
	 
	 	 	The Purchaser may not claim for breach of the Warranties an aggregate
amount in excess of $30,000,000 unless the claim is for a breach of the
Warranty in paragraph 1 of section A of the Appendix, in which case the
Purchaser may not claim for an amount to the extent that the aggregate





	 	 	 	 	 	 	 
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	 	 	amount claimed for that and all other breaches of the Warranties exceeds
the Purchase Price.
	 
	11.7	 	No entitlement to claim
	 
	 	 	The Purchaser shall not be entitled to make any claim under or pursuant
to the Warranties in relation to:






	 	(a)	 	any matter to the extent it is properly reserved, provided
for, noted or otherwise properly taken into account, in the Last
Accounts or the Management Accounts and such Last Accounts or
Management Accounts with respect to such item were prepared in
accordance with the relevant Warranties relating to such Last
Accounts or Management Accounts;
	 
	 	(b)	 	any matter referred to or contained in the Disclosure
Letter;
	 
	 	(c)	 	any matter which is known or ought reasonably to have been
known by the Purchaser or any of its directors at the date of this
agreement;
	 
	 	(d)	 	any matter where the facts or circumstances giving rise to
such claim have been fully and fairly disclosed to the Purchaser in
the Disclosure Letter or the documents annexed or referred to in
the Disclosure Letter;
	 
	 	(e)	 	any claim to the extent it has been made good or is
compensated for otherwise than by the Company or any of its
Subsidiaries, or the Purchaser;
	 
	 	(f)	 	any claim which would not have arisen but for a voluntary
act or omission performed or allowed to occur by the Purchaser or
the Company or any of its Subsidiaries after Completion otherwise
than in the ordinary and proper course of business; and
	 
	 	(g)	 	any matter or thing done or omitted to be done after the
date of this agreement at the request or instigation of the
Purchaser.






	11.8	 	Remedies for breach of Warranty
	 
	 	 	The remedies of the Purchaser in respect of any breach of any of the
Warranties shall be limited to a claim for damages and shall not extend
to rescission of this agreement or the right to claim that any such
breach constitutes repudiation of this agreement.
	 
	11.9	 	Indemnification Claim
	 
	 	 	The Purchaser shall not be entitled to make any claim under or pursuant
to the Warranties for indemnification against or compensation for a
liability or potential liability of the Company or a Subsidiary to a
third party (an “Indemnification Claim”) unless:






	 	(a)	 	within thirty (30) days after circumstances have come to
the notice of the Purchaser or the Company or any of its
Subsidiaries, which will, or are reasonably likely to give rise to
an Indemnification Claim, the Purchaser gives to the Vendor written
notice of such claim. No such





	 	 	 	 	 	 	 
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	 	 	 	Indemnification Claim shall be settled or compromised without the
prior written consent of the Vendor;
	 
	 	(b)	 	if requested by the Vendor, the Purchaser has taken or
procured that the Company or the relevant Subsidiary has taken all
reasonable steps to avoid, resist, or compromise any
Indemnification Claim and any proceedings in respect thereof and
has taken or procured that the Company or any relevant Subsidiary
has taken all necessary proceedings or action in connection
therewith, subject in each case to the Vendor indemnifying and
securing the Purchaser and/or the Company or the relevant
Subsidiary to the reasonable satisfaction of the Purchaser against
all reasonable costs which it may reasonably incur thereby;
	 
	 	(c)	 	the Purchaser has at all times allowed the Vendor and their
professional advisers and other agents access to and to inspect and
take copies of, all necessary books and files and records of the
Company and any Subsidiary for the purpose of assessing and dealing
with any such Indemnification Claims; and
	 
	 	(d)	 	nothing herein shall apply to any claim by the Purchaser
under the Warranties which is not an Indemnification Claim.






	11.10	 	Conduct of claims
	 
	 	 	The Purchaser shall permit the Vendor upon their providing an indemnity
reasonably satisfactory to the Purchaser in accordance with clause
11.9(b) to control (subject to good faith consultation with the
Purchaser) the conduct of all proceedings against third parties relating
to the claim (including the appointment of solicitors or other
professional advisers) and making any settlement or compromise thereof
provided that if the Purchaser shall in writing so require, the Vendor
shall procure that the Purchaser is promptly sent copies of all
communications and other documents, written or otherwise, pertaining
thereto transmitted to the other party thereto or their agents or
professional advisers.
	 
	11.11	 	Calculation of liability
	 
	 	 	In calculating any liability of the Vendor in respect of any breach of
the Warranties any loss to the Purchaser and/or the Company or any
Subsidiary which is to be taken into account shall be reduced by:






	 	(a)	 	the net amount by which any Tax for which the Company or
any Subsidiary is or may at any time be liable to be assessed or
accountable is reduced or extinguished as a result of any such
liability after giving effect to payment under the Warranty; and
	 
	 	(b)	 	the amount of any realised Tax benefit attributable to
losses or other allowable sums available for offset against Tax and
created as a result of any such liability after giving effect to
payment under the Warranty or (where appropriate) the amount by
which any such losses or other allowable sum are increased as a
result of such liability after giving effect to payment under the
Warranty.





	 	 	 	 	 	 	 
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	11.12	 	Payment of claims
	 
	 	 	If any payment is made by the Vendor in full settlement of any claim
under the Warranties and the Purchaser or the Company or any of its
Subsidiaries subsequently recovers or procures the recovery from a third
party of an amount which is referable to that claim the Purchaser shall,
or shall procure that the Company or the relevant Subsidiary shall,
forthwith repay or procure repayment to the Vendor, of any amount equal
to whichever is the lesser of:






	 	(a)	 	the amount recovered from the third party after deduction
of all reasonable expenses of recovery; and
	 
	 	(b)	 	the amount paid in or towards settlement of the claim.






	11.13	 	Guarantee from MGM MIRAGE
	 
	 	MGM MIRAGE:






	 	(a)	 	gives the guarantee in this clause 11.13 in consideration
of the Purchaser agreeing to enter into this agreement;
	 
	 	(b)	 	acknowledges the receipt of valuable consideration from the
Purchaser for MGM MIRAGE incurring obligations and giving rights
under this guarantee;
	 
	 	(c)	 	unconditionally and irrevocably guarantees to the Purchaser
the due and punctual performance by the Vendor of its obligations
after Completion in respect of any claim by the Purchaser for a
breach of the Warranties under this agreement or any claim by the
Purchaser under clause 12.1 (“Adjustment for tax liability”);
	 
	 	(d)	 	waives any right it has of first requiring the Purchaser to
commence proceedings or enforce any other right against the Vendor
or any other person before claiming under this guarantee;
	 
	 	(e)	 	agrees that its liability under this guarantee as
guarantor, indemnifier or principal debtor and the rights of the
Purchaser under this guarantee are not affected by anything which
might otherwise affect them at law or in equity, including, but not
limited to, one or more of the following:






	 	(i)	 	the Purchaser granting time or other
indulgence to, compounding or compromising with or releasing
in any way the Vendor;
	 
	 	(ii)	 	acquiescence, delay, acts, omissions or
mistakes on the part of the Purchaser;
	 
	 	(iii)	 	any novation of a right of the Purchaser;
	 
	 	(iv)	 	any variation of this agreement or any
agreement entered into in performance of this agreement; and
	 
	 	(v)	 	the invalidity or unenforceability of an
obligation or liability of a person other than MGM MIRAGE;





	 	 	 	 	 	 	 
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	 	(f)	 	agrees to pay or reimburse the Purchaser on demand for all
costs, charges and expenses in making or enforcing this guarantee;
and
	 
	 	(g)	 	acknowledges that this guarantee is a continuing guarantee
and is not discharged by any one payment.






	11.14	 	Mitigate loss
	 
	 	 	The Purchaser shall, and shall procure the Company and its Subsidiaries
to, take all steps which may be reasonable to mitigate any loss in
relation to any claim under the Warranties.
	 
	11.15	 	No claim under Warranties
	 
	 	The Vendor will not be liable to the Purchaser for any claim under the
Warranties:






	 	(a)	 	to the extent that the claim is as a result of any
legislation not in force at the date of this agreement, including
legislation which takes effect retrospectively; or
	 
	 	(b)	 	to the extent that the claim is as a result of or in
respect of change in the judicial interpretation of the law in any
jurisdiction after the date of this agreement.






	11.16	 	No action against Kirk Kerkorian or Tracinda Corporation
	 
	 	The Purchaser agrees that in the event:






	 	(a)	 	there is any default or alleged default by the Vendor under
this agreement; or
	 
	 	(b)	 	the Purchaser has or may have a claim arising from or
relating to the terms of this agreement,






	 	the Purchaser will not commence any lawsuit or otherwise seek to impose
any liability whatsoever against Kirk Kerkorian or Tracinda Corporation.
	 
	11.17	 	No liability for Kirk Kerkorian or Tracinda Corporation
	 
	 	The Purchaser further agrees:






	 	(a)	 	that neither Kirk Kerkorian nor Tracinda Corporation will
have any liability whatsoever with respect to this agreement or any
matters relating to or arising from this agreement;
	 
	 	(b)	 	that it will not assert or permit any party claiming
through it, to assert a claim or impose any liability against
either Kirk Kerkorian or Tracinda Corporation, either collectively
or individually, as to any matter or thing arising out of or
relating to this agreement or any alleged breach or default of this
agreement by the Vendor;
	 
	 	(c)	 	that neither Kirk Kerkorian nor Tracinda Corporation,
individually or collectively, is a party to this agreement or is
liable for any alleged breach or default of this agreement by the
Vendor.





	 	 	 	 	 	 	 
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	11.18	 	Reduction to Purchase Price
	 
	      If a payment is made for breach of any Warranty, the payment is to be
treated:






	 	(a)	 	where the Warranty relates to the Sale Units, as a
reduction in the Purchase Price for the Sale Units;
	 
	 	(b)	 	in all other cases, as a reduction in the Purchase Price
payable for the Shares under clause 2.






	11.19	 	Purchaser’s representations and warranties
	 
	      The Purchaser represents and warrants to the Vendor that:






	 	(a)	 	it is incorporated in the State of Victoria and has its
registered office at ‘Railway Station Building’, North Terrace,
Adelaide, South Australia;
	 
	 	(b)	 	it has full corporate power to own property and to enter
into and implement this agreement and any other agreements to be
entered into in accordance with this agreement;
	 
	 	(c)	 	it has obtained all necessary consents to enable it to
enter into and perform this agreement and entry into and
performance by it of this agreement does not constitute a breach of
any obligation (including, but not limited to, any statutory,
contractual or fiduciary obligation), or default under any
agreement or undertaking, by which it is bound;
	 
	 	(d)	 	no meeting has been convened or resolution proposed, or
petition presented, and no order has been made for its winding up
or dissolution. No distress, execution or other similar order or
process has been levied on any of its assets. No voluntary
arrangement has been proposed or reached with any of its creditors.
No receiver, receiver and manager, provisional liquidator,
liquidator, administrator or other officer of the court has been
appointed in relation to its assets. It is able to pay its debts
as and when they fall due;
	 
	 	(e)	 	it is not an Associate of the Vendor on the date of this
agreement, being the date the Purchaser offered to purchase the
Shares and Sale Units on the terms set forth in this agreement;
	 
	 	(f)	 	neither the Purchaser nor any of its Associates shall be or
have the option to become Associates of the Vendor or any of their
Associates during the 12 months following Completion; and
	 
	 	(g)	 	neither before the date of this agreement nor during the
period referred to in paragraph (f) above has or will the Purchaser
or any of its Associates enter into any agreement, arrangement or
understanding with the Vendor or any Associate of a Vendor on terms
which are not bona fide arms’ length terms and which confer a
direct or indirect benefit on such Vendor or its Associate
attributable in whole or part to the relevant entity being a holder
or former holder of Shares or options of the Company.





	 	 	 	 	 	 	 
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	12	 	Tax Indemnity
	 
	12.1	 	Adjustment for Tax liability
	 
	 	Subject to this clause 12, the Vendor agrees that, if at any time the
Company or any Subsidiary receives or suffers a Tax Claim, then the
Vendor must pay to the Purchaser the amount by which the sum of:






	 	(a)	 	the Claim Amount for that Tax Claim less any Tax Benefit
for the Company or a Subsidiary (as the case may be) that results
from that Tax Claim; and
	 
	 	(b)	 	all other Claim Amounts for Tax Claims received or suffered
by the Company or a Subsidiary (as the case may be) less any Tax
Benefits for the Company or Subsidiary (as the case may be) that
result from the Tax Claims,






	 	exceeds the Tax Provision.
	 
	12.2	 	Threshold for Tax Claims
	 
	 	 	The Vendor is under no obligation to make a payment under clause 12.1
(“Adjustment for Tax Liability”) unless and until the aggregate of all
amounts payable under clause 12.1 (reduced by any amount paid or payable
or which otherwise would have been paid or payable under clause 12.11
(“Refund by Purchaser”)) exceeds $1,000,000.
	 
	12.3	 	Breach of Warranty
	 
	 	If a breach of Warranty by the Vendor arises from a fact or circumstance
which results in a Tax Claim:






	 	(a)	 	the Vendor shall have no obligation to pay an amount in
respect of the Tax Claim under clause 11 (“Warranties and
representations”) to the extent that it represents:






	 	(i)	 	a Claim Amount for the Tax Claim; or
	 
	 	(ii)	 	an amount payable under this clause 12 in
respect of the Tax Claim (other than the Claim Amount for
the Tax Claim); and






	 	(b)	 	the amount in respect of the Tax Claim should be
disregarded for the purposes of clause 11.5 (“Quantum limit on
claims”) to the extent that it represents:






	 	(i)	 	a Claim Amount for the Tax Claim; or
	 
	 	(ii)	 	an amount payable under this clause 12 in
respect of the Tax Claim (other than the Claim Amount for
the Tax Claim).






	12.4	 	Reduction in purchase price
	 
	 	 	Any payment under clause 12.1 (“Adjustment for Tax Liability”) is to be
treated as a pro rata reduction in the purchase price for each Share.





	 	 	 	 	 	 	 
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	12.5	 	Obligations excluded
	 
	 	The obligations of the Vendor under clause 12.1 (“Adjustment for Tax
Liability”) do not apply in respect of a Tax Claim:






	 	(a)	 	to the extent that the possibility of the Tax Claim arising
has been disclosed in writing in the Disclosure Letter to the
Purchaser before execution of this agreement and included in the
Tax Provision in the Completion Statement;
	 
	 	(b)	 	to the extent that the Tax Claim arises from the failure by
the Purchaser to supply to the Vendor on a timely basis information
which is reasonably requested by the Vendor in relation to a Tax
Claim;
	 
	 	(c)	 	to the extent that the Tax Claim arises from the failure by
the Company or any Subsidiary after Completion, in a timely manner,
to:






	 	(i)	 	lodge any return, notice, objection or other
document in relation to the Tax Claim;
	 
	 	(ii)	 	claim all or any portion of any relief,
allowance, deduction, credit, rebate or refund;
	 
	 	(iii)	 	disclose or correctly describe in any
return, notice, objection or other document relating to the
Tax Claim any fact, matter or thing to the extent that it
was or might reasonably be expected to have been within the
knowledge of either the Purchaser or the Company or any
Subsidiary;
	 
	 	(iv)	 	make any rollover or other election, claim or
application to any Authority; or
	 
	 	(v)	 	take any other action which the Company or
any Subsidiary is required or permitted to take under this
clause or any laws relating to Tax;






	 	(d)	 	to the extent that the Tax Claim arises from a change to,
or the announcement, introduction or enactment of, any legislation,
regulation, order or rule or other statement, policy or practice
previously published or followed by any Authority or from a
decision of any court or tribunal (whether having the force of law
or not and whether the change etc is retrospective or not) relating
to Tax after the Completion Date;
	 
	 	(e)	 	to the extent that the Tax Claim arises from a change to,
or the announcement or publication, or withdrawal of, any draft or
final ruling, determination or position of an Authority (whether
binding or not on an Authority);
	 
	 	(f)	 	to the extent that the Tax Claim arises from the doing of
any voluntary act by the Company, any Subsidiary or the Purchaser,
except to the extent such act is agreed to in writing by the
Vendor, which agreement will not be unreasonably withheld;





	 	 	 	 	 	 	 
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	 	(g)	 	where the Purchaser has not complied with clause 12.7
(“Written notice of Tax Claim”), 12.8 (“Access”), 12.9 (“Resisting
Tax Claims”) or 12.12 (“Tax Returns”) in relation to the Tax Claim
provided that non-compliance with any of these clauses shall not
affect the Purchaser’s rights to a Tax Claim unless (and then
solely to the extent that) the Vendor is materially prejudiced as a
consequence of such failure; or
	 
	 	(h)	 	made after four (4) years after the date of assessment or
deemed assessment for the income year to which the Tax Claim
relates.






	12.6	 	Payments
	 
	 	Payments under clause 12.1 (“Adjustment for Tax Liability”) must be made
to the Purchaser or, if the Vendor wishes, directly to the relevant
Authority for and on behalf of the relevant Company or Subsidiary, as
follows:






	 	(a)	 	if the Company or any Subsidiary must make a payment of Tax
in respect of a Tax Claim to which clause 12.1 applies — seven days
before the latest date on which that payment may lawfully be made
without incurring any penalty or additional tax for late payment;
	 
	 	(b)	 	if the Company or any Subsidiary is deprived of any credit,
rebate or refund — seven days before the latest date on which Tax
becomes payable by the company without incurring any penalty or
additional Tax for late payment, being Tax which would not have
been payable were it not for the Tax Claim.






	12.7	 	Written notice of Tax Claim
	 
	 	 	If the Purchaser, the Company or any Subsidiary becomes aware of a Tax
Claim or receives verbal or written notification which could give rise
to a Tax Claim (“potential Tax Claim"), the Purchaser must give written
notice of it to the Vendor within ten (10) Business Days of becoming so
aware.
	 
	 	 	The Purchaser must forward, or cause to be forwarded, to the Vendor
within ten (10) Business Days of receipt by the addressee a copy of the
relevant portion of any notice, correspondence or other document
relating to a Tax Claim or potential Tax Claim received from an
Authority or any legal representative of an Authority or any court or
tribunal, including any objection, appeal or application which may be
made in relation thereto and which the Vendor does not have.
	 
	 	 	Where the Purchaser, the Company or a Subsidiary or any person acting on
behalf of the Purchaser, Company or Subsidiary has had any oral
communication with any representative of an Authority concerning any
material matter relating to a Tax Claim or potential Tax Claim, the
Purchaser must procure that a written note of the discussion of that
material matter is given to the Vendor within ten (10) Business Days of
the communication.
	 
	12.8	 	Access
	 
	 	 	The Purchaser must ensure the Vendor and its professional advisers are
provided with reasonable assistance and have reasonable access to the
personnel of the Purchaser, the Company and any Subsidiary and to any





	 	 	 	 	 	 	 
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	 	 	relevant facility, premises, assets and Records within the custody,
power, possession or control of those companies to enable the Vendor and
its professional advisers to examine the Tax Claim and Records and to
take copies or photographs of them, at the expense of the Vendor. The
Purchaser agrees to permit the Vendor to retain for its own purposes, a
copy of any such Record. The Vendor and its professional advisers must
first give to the Purchaser, the Company or Subsidiary such undertakings
as to confidentiality as the Purchaser may reasonably require.
	 
	12.9	 	Resisting Tax Claims
	 
	 	 	The Vendor shall control the conduct, through the Vendor’s own counsel
at the Vendor’s sole expense, of any response to any Tax Claim,
including (but not limited to) taking reasonable action to avoid,
resist, compromise, defend, concede or settle (including making appeals
and objections) the Tax Claim. The Purchaser must cooperate, and cause
the Company and each Subsidiary to cooperate, in the conduct of any
response to any Tax Claim to the extent reasonably required by the
Vendor. The Vendor may not settle, compromise or concede a Tax Claim in
a manner that would adversely affect the Purchaser, Company or
Subsidiary without the consent of such entity, and the Purchaser must
procure that such consent is not unreasonably withheld or delayed.
	 
	 	 	The Vendor shall only avoid, resist, compromise, concede or settle a Tax
Claim notified by the Purchaser under clause 12.7 (“Written notice of
Tax Claim”) on the basis of advice from a recognised Australian tax
expert that it is reasonable in all the circumstances to do so. The
parties acknowledge that the expert need not be independent and the
provisions of clause 12.14 (“Dispute Resolution”) do not apply to such
advice.
	 
	12.10	 	Ceasing resistance of Tax Claim
	 
	 	 	If the Purchaser does not comply with clause 12.9 (“Resisting Tax
Claims”) then:






	 	(a)	 	the Vendor is not liable to make a payment under this
clause 12 (“Tax Indemnity”) in respect of the Tax Claim; and
	 
	 	(b)	 	to the extent to which the Vendor has made a payment under
clause 12 (“Tax Indemnity”) in respect of the Tax Claim, the
Purchaser must immediately refund that payment to the Vendor. Any
payment under this clause 12.10(b) is to be treated as a pro rata
increase in the purchase price for each Share.






	12.11	 	Refund by Purchaser
	 
	     If either:






	 	(a)	 	following payment by the Vendor of an amount under clause
12.1 (“Adjustment for Tax Liability”) for a Tax Claim, all or part
of the Claim Amount is refunded either in cash or by credit to the
Company or any Subsidiary (including, but not limited to, any
amount or credit received following a successful objection or
appeal); and/or





	 	 	 	 	 	 	 
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	 	(b)	 	the Company or Subsidiary receives a refund either in cash
or by credit which relates to an act or omission of, or occurrence,
affecting the Company or Subsidiary before 6:00am on the Completion
Date,






	 	 	then the Purchaser must immediately pay to the Vendor:






	 	(c)	 	in the case of (a), an amount equal to the lesser of the
refund and the amount of the payment paid by the Vendor under
clause 12.1 (“Adjustment for Tax Liability”); and/or
	 
	 	(d)	 	in the case of (b), an amount equal to so much of the
refund to the extent that,






	 	(i)	 	it is not paid under clause 12.11(c); and
	 
	 	(ii)	 	it is not referable to losing a separate (and
related) Tax Benefit; and






	 	(e)	 	an amount equal to any interest paid or credited to the
Company or Subsidiary which is referable to the amount referred to
in clause 12.11(c) and/or(d).






	 	Any payment under this clause 12.11 is to be treated as a pro rata
increase in the purchase price for each Share.
	 
	 	The Purchaser is under no obligation to make a payment to the Vendor
under this clause 12.11 where the refund or credit has been included as
an asset in the Completion Statement.
	 
	 	The Purchaser is under no obligation to make a payment to the Vendor
under this clause 12.11 to the extent that the refund or credit of the
Claim Amount exceeds the amount paid by or on behalf of the Vendor under
this clause 12 in respect of that Claim Amount.
	 
	12.12	 	Tax returns






	 	(a)	 	The Vendor and the Purchaser agree that the Vendor or its
duly authorised agents will prepare the Tax returns for the Company
and each Subsidiary for all periods ending on or before the
Completion Date so that they may be lodged with the relevant
Authority (on behalf of the Company and each Subsidiary) at the
latest, by the last day on which they can be lodged without the
imposition of any penalties or interest charges and the Vendor or
its duly authorised agents will:






	 	(i)	 	prepare and submit tax claims, elections,
surrenders, disclaimers, notices and consents on behalf of
the Company and each Subsidiary for all periods ending on or
before the Completion Date;
	 
	 	(ii)	 	subject to this clause 12, deal with all Tax
matters which affect the Company or any Subsidiary
(including the conduct of negotiations and correspondence
and agreements with the relevant Authority) in respect of
all periods ending on or before the Completion Date; and





	 	 	 	 	 	 	 
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	 	(iii)	 	provide the Purchaser with a copy of such
returns as filed as soon as practicable.






	 	(b)	 	The Purchaser, Company or Subsidiary must notify the Vendor
at least 30 days before the Purchaser, Company or Subsidiary lodges
a Tax return, amended or otherwise, in respect of the Company or
Subsidiary with an Authority which may give rise to a Tax Claim to
which clause 12.1 may apply. The parties agree to discuss in good
faith the ramifications, if any, of the proposed return and the
Purchaser agrees to make any changes to the proposed return which
are reasonably requested by the Vendor. The Purchaser agrees to
provide the Vendor with a copy of such returns as filed as soon as
practicable.






	12.13	 	Other obligations of Purchaser
	 
	     The Purchaser agrees to:






	 	(a)	 	promptly notify the Vendor in writing of any notice or
commencement of any audit or investigation or exercise of powers
under section 263 or 264 of the Income Tax Assessment Act 1936 or
any dispute with an Authority in relation to this transaction or
the Company or any Subsidiary in relation to any period up to the
end of the income year in which Completion occurs;
	 
	 	(b)	 	not, without the approval of the Vendor (such approval not
to be unreasonably withheld):






	 	(i)	 	amend, or permit the self amendment by the
Company or any Subsidiary of, any tax return by such company
in respect of a period, or part thereof, prior to the
Completion Date;
	 
	 	(ii)	 	apply for any binding or non-binding advance
opinion, determination or ruling in respect of or which in
any way relates to an act or omission of, or occurrence
affecting, the Company or any Subsidiary before the opening
of business on the Completion Date.






	12.14	 	Dispute resolution
	 
	 	 	If the Vendor and the Purchaser cannot agree on any amount to be paid
under this clause 12 (“Adjustment for Tax liability”) within 21 days of
a dispute arising, then either the Vendor or the Purchaser may refer the
disagreement to an expert with the request that the expert make a
decision on the disagreement as soon as practicable after receiving any
submissions from the Vendor and the Purchaser. The expert is to be a
person with over ten years experience in Tax agreed by the Vendor and
the Purchaser, or if they do not agree on the person to be appointed
within seven days of one party requesting appointment, a person with the
same expertise appointed by the President of the Australian Institute of
Chartered Accountants at the request of either the Vendor or the
Purchaser.
	 
	 	 	The decision of the expert is to be conclusive and binding on the
parties in the absence of manifest error. The Vendor and the Purchaser
agree to each pay one half of the expert’s costs and expenses in
connection with the reference.





	 	 	 	 	 	 	 
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	 	 	The expert is appointed as an expert and not as an arbitrator. The
procedures for determination are to be decided by the expert in its
absolute discretion.
	 
	13	 	Guarantee and indemnity
	 
	13.1	 	Consideration
	 
	 	 	The Guarantor gives the guarantee and indemnity in clause 13.2 in
consideration of the Vendor agreeing to enter into this agreement. The
Guarantor acknowledges the receipt of valuable consideration from the
Vendor for the Guarantor incurring obligations and giving rights under
this guarantee and indemnity.
	 
	13.2	 	Unconditional and irrevocable guarantee
	 
	 	 	The Guarantor unconditionally and irrevocably guarantees to the Vendor
the due and punctual performance by the Purchaser of its obligations
under this agreement, including the obligations to pay money.
	 
	13.3	 	Indemnity
	 
	 	 	As a separate undertaking, the Guarantor unconditionally and irrevocably
indemnifies the Vendor against all liability or loss arising from, and
any costs, charges or expenses incurred in connection with, a breach by
the Purchaser of this agreement, including clause 11.2, and including a
breach of the obligations to pay money. It is not necessary for the
Vendor to incur expenses or make payment before enforcing that right of
indemnity.
	 
	13.4	 	Waiver of right to enforce against Purchaser
	 
	 	 	The Guarantor waives any right it has of first requiring the Vendor to
commence proceedings or enforce any other right against the Purchaser or
any other person before claiming under this guarantee and indemnity.
	 
	13.5	 	Continuing guarantee and indemnity
	 
	 	 	This guarantee and indemnity is a continuing guarantee and indemnity and
is not discharged by any one payment. This guarantee and indemnity does
not merge on Completion.
	 
	13.6	 	Guarantor’s liability and Vendor’s rights not affected
	 
	 	 	The Guarantor’s liability under this guarantee and indemnity as
guarantor, indemnifier or principal debtor and the rights of the Vendor
under this guarantee and indemnity are not affected by anything which
might otherwise affect them at law or in equity, including, but not
limited to, one or more of the following:






	 	(a)	 	the Vendor granting time or other indulgence to,
compounding or compromising with or releasing in any way the
Purchaser;
	 
	 	(b)	 	acquiescence, delay, acts, omissions or mistakes on the
part of the Vendor;





	 	 	 	 	 	 	 
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	 	(c)	 	any novation of a right of the Vendor;
	 
	 	(d)	 	any variation of this agreement or any agreement entered
into in performance of this agreement; and
	 
	 	(e)	 	the invalidity or unenforceability of an obligation or
liability of a person other than the Guarantor.






	13.7	 	Restrictions on Guarantor
	 
	 	The Guarantor may not, without the consent of the Vendor:






	 	(a)	 	raise a set-off or counter-claim available to it or the
Purchaser against the Vendor in reduction of liability under this
guarantee and indemnity;
	 
	 	(b)	 	claim to be entitled by way of contribution, indemnity,
subrogation, marshalling or otherwise to the benefit of any
security or guarantee held by the Vendor in connection with this
agreement;
	 
	 	(c)	 	make a claim or enforce a right against the Purchaser or
any other Guarantor or against their estate or property; or
	 
	 	(d)	 	prove in competition with the Vendor if a liquidator,
provisional liquidator, receiver, official manager or trustee in
bankruptcy is appointed in respect of the Purchaser or the
Purchaser is otherwise unable to pay its debts when they fall due.






	13.8	 	Claim payment void or voidable
	 
	 	 	If a claim that a payment or transfer to the Vendor in connection with
this agreement is void or voidable (including, but not limited to, a
claim under laws relating to liquidation, insolvency or protection of
creditors) is upheld, conceded or compromised then the Vendor is
entitled immediately as against each Guarantor to the rights to which it
would have been entitled under this guarantee and indemnity if the
payment or transfer had not occurred.
	 
	13.9	 	Obligations on Guarantor
	 
	 	The Guarantor agrees to pay or reimburse the Vendor on demand for:






	 	(a)	 	all costs, charges and expenses in making, enforcing and
doing anything in connection with this guarantee and indemnity
including, but not limited to, legal costs and expenses on a full
indemnity basis; and
	 
	 	(b)	 	all stamp duties, fees, taxes and charges which are payable
in connection with this guarantee and indemnity or a payment,
receipt or other transaction contemplated by it.






	 	 	Money paid to the Vendor by the Guarantor must be applied first against
payment of costs, charges and expenses under clause 13.9 then against
other obligations under the guarantee and indemnity.





	 	 	 	 	 	 	 
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	14	 	Costs and stamp duty
	 
	14.1	 	Costs
	 
	 	 	The Vendor and the Purchaser agree to bear their own legal and other
costs and expenses in connection with, the preparation, execution and
completion of this agreement and of other related documentation, except
for stamp duty.
	 
	14.2	 	Stamp Duty
	 
	 	 	The Purchaser agrees to bear all stamp duty payable or assessed in
connection with this agreement and the transfer of the Shares and the
Sale Units to the Purchaser.
	 
	15	 	Notices
	 
	15.1	 	Notices
	 
	 	 	A notice, approval, consent or other communication in connection with
this agreement:






	(a)	 	must be in writing;
	 
	(b)	 	must be marked for the attention of the person named; and
	 
	(c)	 	must be left at the address of the addressee, or sent by
prepaid ordinary post (airmail if posted to or from a place outside
Australia) to the address of the addressee or sent by facsimile to
the facsimile number of the addressee which is specified in the
Details or if the addressee notifies another address or facsimile
number then to that address or facsimile number.
	 
	 	 	The address, and facsimile number of each party is:





	 	 	 
	Vendor
	 	 
	 
	 	 
	Address:

	 	3600 Las Vegas Boulevard South
	

	 	Las Vegas, Nevada 89109 USA
	Facsimile:

	 	(702) 693 7628
	Attention:

	 	Mr James Murren, President and Chief Financial Officer, MGM
MIRAGE
	 
	 	 
	A copy of any notice to the Vendor must also be given to the Vendor’s
solicitors:
	 
	 	 
	Address:

	 	Mallesons Stephen Jaques
	

	 	Level 60, Governor Philip Tower, 1 Farrer Place,
	

	 	Sydney, NSW 2000 Australia
	Facsimile:

	 	(02) 9296 3999
	Attention:

	 	Mr Jamie Prell
	 
	 	 
	MGM MIRAGE
	 	 
	 
	 	 
	Address:

	 	3600 Las Vegas Boulevard South






	 	 	 	 	 	 	 
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	 	Las Vegas, Nevada 89109 USA
	Facsimile:

	 	(702) 693 7628
	Attention:

	 	Mr James Murren, President and Chief Financial Officer
	Purchaser
	 	 
	 
	 	 
	Address:

	 	Level 6
	

	 	86 Federal Street
	

	 	Auckland New Zealand
	Facsimile:

	 	(649) 363 6140
	Attention:

	 	Mr David Lilly
	

	 	General Manager — Group Finance
	 
	 	 
	Copy to:

	 	Mr Andrew Kedzior
	

	 	Partner
	

	 	Finlaysons
	

	 	81 Flinders Street
	

	 	Adelaide SA
	

	 	Australia 5000
	Facsimile:

	 	(08) 8232 2944
	Guarantor
	 	 
	 
	 	 
	Address:

	 	Level 6
	

	 	86 Federal Street
	

	 	Auckland New Zealand
	

	 	Facsimile:(649) 363 6140
	

	 	Attention:Mr David Lilly,
	

	 	General Manager — Group Finance
	 
	 	 
	Copy to:

	 	Mr Andrew Kedzior
	

	 	Partner
	

	 	Finlaysons
	

	 	81 Flinders Street
	

	 	Adelaide SA
	

	 	Australia 5000
	Facsimile:

	 	(08) 8232 2944








	15.2	 	Effect of Notice
	 
	 	 	A notice, approval, consent or other communication takes effect from the
time it is received unless a later time is specified in it.






	15.3	 	Receipt of Notice
	 
	 	 	A letter or facsimile is taken to be received:






	(a)	 	in the case of a posted letter, on the third (seventh, if
posted to or from a place outside Australia) day after posting; and
	 
	(b)	 	in the case of facsimile, on production of a transmission
report by the machine from which the facsimile was sent which
indicates that the facsimile was sent in its entirety to the
facsimile number of the recipient, or if that is after 5pm or not
on a Business Day in the place of receipt, at 9am on the next
Business Day in the place of receipt.





	 	 	 	 	 	 	 
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	 	 	“Business Day” for this purpose means a day on which the banks
are open for general business in the place of receipt (not being
a Saturday, Sunday or public holiday in that place).






	16	 	Assignment and Nomination
	 
	16.1	 	Assignment
	 
	 	 	A party may not assign all or any of its rights under this agreement
without the consent of the other parties in writing.
	 
	16.2	 	Nomination
	 
	 	 	The Vendor and MGM MIRAGE acknowledge and agree that the Purchaser has
entered into this agreement on the basis that Completion of the purchase
of either the Shares and/or the Sale Units may be effected by the
Purchaser or by a party to be nominated by the Purchaser (Nominee), the
Purchaser intending to convey the Shares and/or Sale Units to the
Nominee on the following terms:






	(a)	 	the Nominee must be:






	(i)	 	the Guarantor; or
	 
	(ii)	 	a Related Body Corporate of the Guarantor; or
	 
	(iii)	 	a body corporate that is wholly owned by:






	(A)	 	a Related Body Corporate of
the Guarantor; and/or
	 
	(B)	 	a limited liability
partnership governed by the partnership legislation
of a State or Territory of Australia, the partners
of which are Related Bodies Corporate of the
Guarantor; or






	(iv)	 	a corporation that the Purchaser incorporates
after the date of this agreement, where upon incorporation
such corporation shall be wholly owned by:






	(A)	 	a Related Body Corporate of
the Guarantor; and/or
	 
	(B)	 	a limited liability
partnership governed by the partnership legislation
of a State or Territory of Australia, the partners
of which are Related Bodies Corporate of the
Guarantor; or






	(v)	 	a trustee of a trust that the Purchaser
constitutes after the date of this agreement, whereupon the
beneficial interest of that trust is held by the Purchaser
and/or one or more of the parties referred to in clauses
16.2(a)(i), (ii), (iii) or (iv);






	(b)	 	the nomination by the Purchaser of a Nominee must not
impose or give rise to an additional Tax or Duty liability to the
Vendor which





	 	 	 	 	 	 	 
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	 	 	would not otherwise be incurred by the Vendor if no nomination
was made by the Purchaser pursuant to this clause;
	 
	(c)	 	notice of any nomination of a Nominee must be provided by
the Purchaser and the Nominee to the Vendor at least 5 Business
Days prior to Completion, which notice shall provide that the
Nominee agrees to be bound by the provisions of this agreement and
otherwise be in a form acceptable to the Vendor, acting reasonably;
and
	 
	(d)	 	as from the date of nomination:






	(i)	 	the agreement will apply between the parties
as if the Nominee was always a party to the agreement in
place of the Purchaser;
	 
	(ii)	 	the Nominee will be entitled in place of the
Purchaser to the benefit of the agreement and will be
entitled to exercise all of the rights of the Purchaser
under the agreement;
	 
	(iii)	 	the Nominee will perform and observe the
Purchaser’s obligations under the agreement as if the Vendor
was always a party to the agreement;






	(e)	 	despite any nomination by the Purchaser under this clause,
the Purchaser shall remain liable for the performance of all
obligations on its part to be performed as a consequence of this
agreement;
	 
	(f)	 	if the Nominee is not the Guarantor, the Guarantor’s
liability under this agreement will not be affected by the
nomination of the Nominee and for the avoidance of any doubt, the
Guarantor’s liability under clause 13 will apply as if the Nominee
was always a party to the agreement in place of the Purchaser;
	 
	(g)	 	MGM MIRAGE’s liability under this agreement will not be
affected by the nomination of the Nominee and for the avoidance of
any doubt, MGM MIRAGE’s liability under clause 11.13 will apply as
if the Nominee was always a party to the agreement in place of the
Purchaser.






	16.3	 	Material Delay
	 
	 	 	The Purchaser must not exercise the right to nominate another party to
effect Completion of the purchase of either the Shares or the Sale Units
if to do so would materially delay the timing of Completion.






	17	 	Miscellaneous
	 
	17.1	 	Exercise of rights
	 
	 	 	A party may exercise a right, power or remedy at its discretion, and
separately or concurrently with another right, power or remedy. A
single or partial exercise of a right, power or remedy by a party does
not prevent a further exercise of that or of any other right, power or
remedy. Failure by a party to exercise or delay in exercising a right,
power or remedy does not prevent its






	 	 	 	 	 	 	 
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	 	 	exercise. A party is not liable for any loss caused by the exercise or
attempted exercise of, failure to exercise, or delay in exercising the
right, power or remedy.






	17.2	 	Waiver and variation
	 
	 	 	A provision of or a right created under this agreement may not be:






	(a)	 	waived except in writing signed by the party granting the
waiver; or
	 
	(b)	 	varied except in writing signed by the parties.






	17.3	 	Approvals and consent
	 
	 	 	A party may give conditionally or unconditionally or withhold its
approval or consent in its absolute discretion unless this agreement
expressly provides otherwise. By giving its approval or consent a party
does not, and is not to be taken to, make or give any warranty or
representation as to any circumstance relating to the subject matter of
the consent or approval.
	 
	17.4	 	Remedies cumulative
	 
	 	 	The rights, powers and remedies provided in this agreement are
cumulative with and not exclusive of the rights, powers or remedies
provided by law independently of this agreement.
	 
	17.5	 	Further assurances
	 
	 	 	Each party agrees, at its own expense, on the request of any other
party, to do everything reasonably necessary to give effect to this
agreement and the transactions contemplated by it (including the
execution and stamping of documents) and to use all reasonable
endeavours to cause relevant third parties to do likewise.
	 
	17.6	 	Publicity
	 
	 	 	A party may not make press or other announcements or releases relating
to this agreement and the transactions the subject of this agreement
without the approval of the other parties to the form and manner of the
announcement or release unless that announcement or release is required
to be made by law or by a stock exchange.
	 
	17.7	 	Severability
	 
	 	 	If the whole or any part of a provision of this agreement is void,
unenforceable or illegal in a jurisdiction it is severed for that
jurisdiction. The remainder of this agreement has full force and effect
and the validity or enforceability of that provision in any other
jurisdiction is not affected. This clause has no effect if the
severance alters the basic nature of this agreement or is contrary to
public policy.
	 
	17.8	 	Time of the essence
	 
	 	 	Time is of the essence of this agreement in respect of any date or
period determined under this agreement.






	 	 	 	 	 	 	 
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	17.9	 	Entire agreement
	 
	 	 	This agreement constitutes the entire agreement of the parties about its
subject matter and any previous agreements, understandings and
negotiations on that subject matter cease to have any effect.
	 
	17.10	 	Non-merger
	 
	 	 	The Warranties and other representations and covenants of the parties in
this agreement are continuing and will not merge or be extinguished on
Completion and will survive after Completion.
	 
	17.11	 	Survival of indemnities
	 
	 	 	The indemnities contained in this agreement are continuing obligations
of the parties separate and independent from their other obligations,
and will survive the termination of this agreement.
	 
	17.12	 	Rights cumulative
	 
	 	 	The rights, remedies and powers of the parties contained in this
agreement are cumulative with and not exclusive of any rights, remedies
or powers provided to the parties by law.
	 
	17.13	 	Execution
	 
	 	 	This agreement may be executed in counterparts, and all such
counterparts shall collectively constitute one agreement. The exchange
of executed counterparts may be transmitted by facsimile and shall be
deemed to be original signed counterparts.
	 
	18	 	Governing law, jurisdiction and service of process
	 
	18.1	 	Governing law
	 
	 	 	This agreement and the transactions contemplated by this agreement are
governed by the law in force in New South Wales.
	 
	18.2	 	Jurisdiction
	 
	 	 	Each party irrevocably and unconditionally submits to the exclusive
jurisdiction of the courts of New South Wales and courts of appeal from
them for determining any dispute concerning this agreement or the
transactions contemplated by this agreement. Each party waives any
right it has to object to an action being brought in those courts, to
claim that the action has been brought in an inconvenient forum, or to
claim that those courts do not have jurisdiction.
	 
	18.3	 	Service of process
	 
	 	 	Without preventing any other mode of service, any document in an action
(including, but not limited to, any writ of summons or other originating
process or any third or other party notice) may be served on any party
by being delivered to or left for that party at its address for service
of notices under clause 15.






	 	 	 	 	 	 	 
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	19	 	GST
	 
	 	 	If any supply made by the Vendor or the Purchaser to the other under
this agreement (including the supply of the Shares and the supply of any
other rights, goods, services, benefits or other things) is subject to
GST, the other party must pay an additional amount to that party, such
additional amount to be calculated by multiplying the consideration
payable by the relevant party for the relevant supply by the prevailing
GST rate. If requested by the receiving party, the supplying party will
provide the receiving party with a tax invoice for GST purposes.
	 
	20	 	Interpretation
	 
	20.1	 	Definitions
	 
	 	 	The following words have these meanings in this agreement unless the
contrary intention appears.
	 
	 	 	Accounting Standards means the Australian Accounting Standards and
urgent issues group consensus views interpreting those standards as in
effect from time to time and if and to the extent that any matter is not
covered by Australian Accounting Standards means generally accepted
accounting principles applied by the Vendor, the Company or the
Subsidiaries in accordance with the accounting policies set out in its
previous financial statements.
	 
	 	 	Associates has the same meaning as in Pt 1.2, Division 2 of the
Corporations Act.
	 
	 	 	Authority means any Government Agency responsible for Tax, wherever
situated or an equivalent overseas Tax collection agency.
	 
	 	 	Business Day means a day on which banks are open for general business in
Darwin (not being a Saturday, Sunday or public holiday in that place).
	 
	 	 	Business Premises means all the land and buildings owned or leased or
occupied by the Company or any Subsidiary.
	 
	 	 	Casino Operator’s Agreement means the agreement between Timothy Denney
Baldwin in his capacity as Minister responsible for administration of
the Gaming Control Act, Diamond Leisure Pty Limited and the Vendor,
dated 12 March 2001.
	 
	 	 	Claim Amount means:






	(a)	 	the amount the Company or a Subsidiary is required to pay
in Tax to an Authority as a result of a Tax Claim; or
	 
	(b)	 	the amount of any credit, rebate or refund of Tax lost by
the Company or Subsidiary as a result of a Tax Claim.






	 	 	Clear Exit Payments means the amounts paid to the Vendor as Head Company
of the MGM Grand Australia Consolidated Group under clause 10 of the Tax
Sharing Agreement.





	 	 	 	 	 	 	 
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	 	 	Company means Diamond Darwin Pty Ltd (ACN 009 641 089).






	 	 	Completion means settlement of the sale and purchase of the Shares and
Sale Units in accordance with clause 4 and Complete has a corresponding
meaning.
	 
	 	 	Completion Date means the date on which Completion occurs.
	 
	 	 	Completion Statement has the meaning given to it in clause 6.3.
	 
	 	 	Confidential Information means all trade secrets and all financial,
marketing and technical information, ideas, concepts, know-how,
technology, processes and knowledge which is confidential or of a
sensitive nature, but excludes that which is in the public domain.
	 
	 	 	Consolidatable Group has the meaning given to that expression in section
703-10 of the Tax Act.
	 
	 	 	Consolidated Group has the meaning given to that expression in section
703-5 of the Tax Act.
	 
	 	 	Corporations Act means the Corporations Act 2001 (Cwlth).
	 
	 	 	Deferred Provision means the sum of the provision for deferred Tax
liability in the Completion Statement and any future Tax benefit which
has been offset in the calculation of that provision.
	 
	 	 	Deposit means the amount paid by the Purchaser under clause 5.1.
	 
	 	 	Disclosure Letter means the letter dated on or before the date of this
agreement to the Purchaser from the Vendor disclosing matters for the
purposes of this agreement.
	 
	 	 	Duty means any stamp, transaction or registration duty or similar charge
which is imposed by any Government Agency (other than Gaming Duty) and
includes, but is not limited to, any interest, fine, penalty, charge or
other amount which is imposed in that regard.
	 
	 	 	Equipment Leases means leases of, and agreements to hire, equipment
(including motor vehicles) to the Company or any Subsidiary.
	 
	 	 	Estimated Net Intercompany Debt means an estimate of the Net
Intercompany Debt calculated pursuant to clause 6.2.
	 
	 	 	Estimated Working Capital means an estimate of the Working Capital for
the Company calculated pursuant to clause 6.2.
	 
	 	 	Excluded Intellectual Property Rights means any business name or trade
mark owned or used at any time by the Company or any Subsidiary:






	(a)	 	containing the words “MGM Grand” or either of these words
or anything similar or using the MGM Grand lion logo or any logo
resembling that logo, including, without limitation the business
names referred to in Part B of Schedule 5;





	 	 	 	 	 	 	 
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	(b)	 	containing the words “Players Club” or any phrase
resembling those words.






	 	 	Gaming Control Act means the Gaming Control Act (NT).






	 	 	Gaming Duty means:






	(a)	 	tax or levy payable under section 25 of the Gaming Control
Act (NT) that is specified in or calculated in accordance with an
agreement under section 17 of that Act in respect of the grant of a
casino licence under section 18 of that Act;
	 
	(b)	 	tax or levy payable under section 47N of the Gaming Control
Act (NT) that is specified in or calculated in accordance with an
agreement under section 47C of that Act in respect of the grant of
a licence to conduct internet gaming under section 47D of that Act;
	 
	(c)	 	gaming machine tax payable under section 149 of the Gaming
Machine Act (NT); and
	 
	(d)	 	gaming machine community benefit levy payable under section
150 of the Gaming Machine Act (NT).






	 	 	Government Agency means any government, governmental, semi-governmental,
administrative, fiscal or judicial body, department, commission,
authority, tribunal, agency or entity in Australia.
	 
	 	 	GST means goods and services tax, value added tax, consumption tax or a
similar tax.
	 
	 	 	Head Company has the meaning given to that expression in section 703-15
of the Tax Act.
	 
	 	 	Independent Auditor means the person appointed as auditor jointly by the
Vendor and the Purchaser or if they do not agree on the person to be
appointed within seven days of one party requesting appointment, an
auditor being either an employee or partner of an Australian office of
KPMG or Ernst and Young appointed by the President of the Australian
Institute of Chartered Accountants NSW or his nominee at the request of
either the Vendor or the Purchaser.
	 
	 	 	Intellectual Property Licences means all agreements under which the
Company or any Subsidiary obtains the right to use, but not ownership
of, any of the Intellectual Property Rights referred to in paragraphs
(a) to (d) of the definition of that term.
	 
	 	 	Intellectual Property Rights means:






	(a)	 	the business names owned or used at any time by the Company
or any Subsidiary, but excluding the Excluded Intellectual Property
Rights;
	 
	(b)	 	all trade marks owned or used at any time by the Company or
any Subsidiary, but excluding the Excluded Intellectual Property
Rights;






	 	 	 	 	 	 	 
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	(c)	 	all Confidential Information owned or used at any time by
the Company or any Subsidiary, but excluding the Excluded
Intellectual Property Rights;
	 
	(d)	 	all patents, patent applications, discoveries, inventions,
registered and unregistered designs, copyright, operating manuals
and similar rights owned or used at any time by the Company or any
Subsidiary, but excluding the Excluded Intellectual Property
Rights; and
	 
	(e)	 	the Intellectual Property Licences.






	 	 	Inventory means all stock-in-trade in use or intended for use in
connection with the business of the Company or any Subsidiary as at the
Completion Date, including items owned by the Company or any Subsidiary
which are in transit to the Company or any Subsidiary.
	 
	 	 	Keno Agreement means the Heads of Agreement between Ford Dynasty Pty Ltd
(Receivers and Managers Appointed) and Diamond Leisure Pty Ltd dated 10
May 1996 and the Supplemental Heads of Agreement between Ford Dynasty
Pty Ltd (Receivers and Managers Appointed) and Diamond Leisure Pty Ltd
dated 1996 relating to the establishment of a Territory wide Keno
system.
	 
	 	 	Key Employee means the General Manager, Casino Manager, Financial
Controller, Human Resources Manager, Manager of Security and
Surveillance, Marketing Manager, Electronic Gaming Manager, Internal
Audit and Compliance Manager and Financial Analyst.
	 
	 	 	Last Accounts means the audited statement of financial position of the
Company and the Subsidiaries as at the Last Accounts Date and the
audited statement of financial performance of the Company and the
Subsidiaries for the year ending on the Last Accounts Date copies of
which are annexed to the Disclosure Letter.
	 
	 	 	Last Accounts Date means 31 December 2002.
	 
	 	 	Law includes:






	(a)	 	any law, regulation, authorisation, ruling, judgement,
order or decree of any Government Agency; and
	 
	(b)	 	any statute, regulation, proclamation, ordinance or by-law
in Australia.






	 	 	Leased Plant and Equipment means the subject matter of the Equipment
Leases.
	 
	 	 	Management Accounts means the unaudited management accounts of the
Company and the Subsidiaries as at 31 December 2003, copies of which are
annexed to the Disclosure Letter.
	 
	 	 	MGM Dividend means the dividend to be declared and paid by the Company
in accordance with clause 5.2.





	 	 	 	 	 	 	 
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	 	 	MGM Grand Australia Consolidated Group has the meaning given to that
term in the Tax Sharing Agreement.
	 
	 	 	Net Intercompany Debt means the net amount of:






	(a)	 	the aggregate of all amounts owed by the Vendor to the
Company or its Subsidiaries as at the day before Completion; less
	 
	(b)	 	the aggregate of all amounts owed by the Company or its
Subsidiaries to the Vendor as at the day before Completion.






	 	 	Ordinary Course of Business means the normal manner of carrying on the
day to day operations of the business of the Company and its
Subsidiaries which is consistent with the past practices of the Vendor,
the Company or a Subsidiary.
	 
	 	 	Operating and Procedure Manuals means manuals used in the operation and
management of the MGM Grand Casino, Darwin substantially in the form
used by the Company and the Subsidiaries prior to the date of this
agreement including all information systems documentation and security
and surveillance manuals.
	 
	 	 	Plant and Equipment means all plant, equipment, motor vehicles,
machinery, furniture, fixtures and fittings owned and used by the
Company or any Subsidiary on hand on the Completion Date.
	 
	 	 	Purchase Price means the aggregate consideration payable for the Shares
and the Sale Units set out in clause 2 as adjusted in accordance with
clause 5.
	 
	 	 	Purchaser means SKYCITY Australia Pty Limited and any Nominee properly
nominated by the Purchaser under clause 16.
	 
	 	 	Records means originals and copies, in machine readable or printed
form, of all books, files, reports, records, correspondence, documents
and other material of or relating to or used in connection with the
Company and its Subsidiaries including:






	(a)	 	minute books, statutory books and registers, books of
account and copies of taxation returns;
	 
	(b)	 	sales literature, market research reports, brochures and
other promotional material other than such items which utilise any
of the Excluded Intellectual Property Rights;
	 
	(c)	 	all sales and purchasing records;
	 
	(d)	 	all liquor and gaming returns and other records maintained
under the relevant legislation
	 
	(e)	 	all trading and financial records; and
	 
	(f)	 	lists of all regular suppliers and customers,






	 	 	but excluding the Operating and Procedure Manuals.





	 	 	 	 	 	 	 
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	 	 	Related Body Corporate of a body corporate means another body corporate
which is related to the first within the meaning of section 50 of the
Corporations Act.
	 
	 	 	Related Party Debt means the US dollar amount owing by Diamond Leisure
Pty Limited to MGM MIRAGE or any Related Body Corporate of the Vendor
(other than the Company or any Subsidiary).
	 
	 	 	Relevant Schemes means all superannuation, retirement benefit or other
pension schemes or arrangements and all employment benefit plans,
programs or arrangements, such as medical, dental, or life insurance to
which the Company or any Subsidiary is a party or which the Company or
any Subsidiary makes available or procures for its officers or employees
or former officers or employees.
	 
	 	 	Sale Units means all of the issued units in the Trust which are not held
legally and beneficially by the Company, together with all rights
attaching to those Units at Completion, and Sale Unit means any of those
units.
	 
	 	 	Shares means all of the issued shares in the capital of the Company
together with all rights attaching to those shares at Completion (other
than any right to the MGM Dividend), and Share means any one of those
            shares.
	 
	 	 	Subsidiaries means all of the bodies corporate described in Schedule 2,
and Subsidiary means any one of those bodies corporate.
	 
	 	 	Tax means any tax, levy, charge, impost, duty, fee, deduction,
compulsory loan or withholding, which is assessed, levied, imposed or
collected by any Government Agency and includes, but is not limited to
any interest, fine, penalty, charge, fee or any other amount imposed on,
or in respect of any of the above but excludes Duty.
	 
	 	 	Tax Act means the Income Tax Assessment Act 1936 (Cwlth) and Income Tax
Assessment Act 1997 (Cwlth), as appropriate.
	 
	 	 	Tax Benefit for a company means a benefit being:






	(a)	 	the amount of an allowable rebate, credit, or refund for
the company or a Related Body Corporate of the company; or
	 
	(b)	 	an amount equal to an allowable deduction (including but
not limited to amortisation and depreciation), relief or other
allowance, for any income year for the company or a Related Body
Corporate of the company, multiplied by the applicable company tax
rate at the time the benefit arises; or
	 
	(c)	 	an amount equal to an amount that is properly excluded from
assessable income, for any income year for the company or a Related
Body Corporate of the company, multiplied by the applicable company
tax rate at the time the benefit arises.






	 	 	Tax Claim means an assessment notice or amended assessment (including a
notice of adjustment of a loss claimed by a Company or a Subsidiary in a
manner adversely affecting the Company or Subsidiary), demand or other
document issued or action taken by or on behalf of an Authority, whether





	 	 	 	 	 	 	 
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	 	 	before or after the date of this agreement to the extent to which it
relates to an act or omission of, or occurrence affecting the Company or
Subsidiary before 6.00am on the Completion Date, as a result of which
the Company or Subsidiary is liable to make a payment for Tax or is
deprived of any credit, rebate, refund, relief, allowance or deduction.
	 
	 	 	Tax Provision means, at any time, the sum of:






	(a)	 	the provision for current Tax in the Completion Statement;
and
	 
	(b)	 	all amounts already paid or agreed to be paid by the Vendor
under clause 12.1 (“Adjustment for Tax Liability”) at that time
reduced by all amounts paid by the Purchaser to the Vendor under
clause 12.11 (“Refund by Purchaser”).





     Tax Sharing Agreement means the agreement contemplated by Division 721
of the Tax Act, executed as a deed between the Vendor, Diamond Darwin
Pty Ltd, Territory Property Trust, Diamond Leisure Pty Ltd and Fernbank
Pty Ltd.



     Trust means the Territory Property Trust constituted by the Trust Deed.



     Trust Deed means the Territory Property Trust Deed dated 28 September
1984 and made between Fernbank Pty Ltd as trustee and Abington Pty Ltd
as Manager, as varied from time to time.



     Trustee means Fernbank Pty Limited (ACN 009 622 262) in its capacity as
Trustee of the Trust.



     Warranties means the warranties, representations and indemnities in this
agreement, including clause 11.



     Working Capital means the amount calculated as follows:



     CA — CL



     Where:




	CA =	 	the sum of:
	 
	(i)	 	the current assets of the Company and its Subsidiaries as
set out in the Completion Statement including income tax refunds
receivable but excluding the Related Party Debt, Net Intercompany
Debt and deferred Tax assets not referred to in paragraph (ii); and
	 
	(ii)	 	deferred Tax assets to the extent that they relate to
current assets and liabilities of the Company and its Subsidiaries.
	 
	CL =	 	the sum of:
	 
	(i)	 	the current liabilities of the Company and its Subsidiaries
as set out in the Completion Statement including unpaid Tax of the
Company and its Subsidiaries but excluding the Related Party Debt,
Net Intercompany Debt and all deferred Tax liabilities not referred
to in paragraph (ii); and






	 	 	 	 	 	 	 
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	(ii)	 	deferred Tax liabilities to the extent that they relate to
current assets and liabilities of the Company and its Subsidiaries.






	 	 	Working Capital Target means $2,000,000.
	 
	20.2	 	Interpretation
	 
	 	 	In this agreement unless the contrary intention appears:






	(a)	 	a reference to a clause, schedule, annexure or appendix is
a reference to a clause of or schedule, annexure or appendix to
this agreement and references to this agreement include any
recital, schedule, annexure or appendix;
	 
	(b)	 	a reference to this agreement or another instrument
includes any variation or replacement of either of them;
	 
	(c)	 	a reference to a statute, ordinance, code or other law
includes regulations and other instruments under it and
consolidations, amendments, re-enactments or replacements of any of
them;
	 
	(d)	 	the singular includes the plural and vice versa;
	 
	(e)	 	the word “person” includes a firm, a body corporate or a
partnership, joint venture, an unincorporated body, association, or
any government authority;
	 
	(f)	 	a reference to $ is to Australian dollars;
	 
	(g)	 	a reference to a person includes a reference to the
person’s executors, administrators, successors, substitutes
(including, but not limited to, persons taking by novation) and
assigns;
	 
	(h)	 	a reference to “in all material respects”, insofar as it
relates to the Company, is to be interpreted as relating to the
business, assets and financial condition of the Company and its
Subsidiaries, taken as a whole;
	 
	(i)	 	an agreement, representation or warranty in favour of two
or more persons is for the benefit of them jointly and severally;
	 
	(j)	 	an agreement, representation or warranty on the part of two
or more persons binds them jointly and severally;
	 
	(k)	 	if a period of time is specified and dates from a given day
or the day of an act or event, it is to be calculated exclusive of
that day;
	 
	(l)	 	a reference to a day is to be interpreted as the period of
time commencing at midnight and ending 24 hours later;
	 
	(m)	 	a reference to an accounting term is to be interpreted in
accordance with accounting standards under the Corporations Act
and, if not inconsistent with those accounting standards, generally
accepted principles and practices in Australia consistently applied
by a body corporate or as between bodies corporate over time;





	 	 	 	 	 	 	 
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	(n)	 	a reference to a date or a time is to be interpreted as a
reference to the date or time in Darwin, Australia;
	 
	(o)	 	a reference to interest accruing on or earned on the
Deposit shall not include any statutory charges, taxes, levies or
fees charged or imposed or reasonably anticipated to be charged or
imposed on or in connection therewith;
	 
	(p)	 	if an event must occur on a stipulated day which is not a
Business Day then the stipulated day will be taken to be the next
Business Day; and
	 
	(q)	 	if an act prescribed under this agreement to be done by a
party on or by a given day is done after 5.30pm on that day, it is
taken to be done on the next day.






	20.3	 	Headings
	 
	 	 	Headings are inserted for convenience and do not affect the
interpretation of this agreement.





EXECUTED as an agreement




	 	 	 	 	 	 	 
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Agreement for sale of shares and Units




Appendix     Warranties and Representations





	A.	 	Vendor’s qualifications
	 
	1	 	The Vendor is the registered holder and beneficial owner of the Shares
and the Sale Units as set out in Schedule 1 on the date of this agreement
and will be the registered holder and beneficial owner of the Shares and
the Sale Units at Completion.
	 
	2	 	There are no mortgages, charges, pledges, liens, encumbrances or other
security interests or third party interests of whatever nature over or
affecting the Shares other than those set out in Schedule 3 in favour of
BA Australia Limited, which will be discharged at Completion.
	 
	3	 	The Vendor has the power to enter into and perform this agreement.
	 
	4	 	No meeting has been convened or resolution proposed, or petition
presented, and no order has been made, for the winding-up of the Vendor.
No voluntary arrangement has been proposed or reached with any creditors
of the Vendor. The Vendor is, and will at Completion, be able to pay its
debts as and when they fall due.
	 
	B.	 	The Company and the Subsidiaries
	 
	1	 	The Company and each of the Subsidiaries has not amended its constitution
since the Last Accounts Date.
	 
	2	 	The Company and each of the Subsidiaries:






	 	(a)	 	is duly incorporated under the laws of the Northern
Territory of Australia;
	 
	 	(b)	 	carries on its business (whether directly, or indirectly
through one or more agents, licensees or distributors) only in
Australia; and
	 
	 	(c)	 	has its registered office and principal business premises
at Level 3, MGM Grand Casino, Gilruth Avenue, Darwin City, Northern
Territory 0800.






	3	 	The Company and each of the Subsidiaries:






	 	(a)	 	is accurately described in recitals A and B and Schedule 2;
	 
	 	(b)	 	has full corporate power to own its properties, assets and
business and to carry on its business as now conducted; and
	 
	 	(c)	 	has done everything necessary to do business lawfully in
all jurisdictions in which its business is carried on.






	 	 	 	 	 	 	 
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	4	 	No meeting has been convened or resolution proposed, or petition
presented, and no order has been made, for the winding-up of the Company
or any Subsidiary. No distress, execution or other similar order or
process has been levied on any of the property or assets of the Company or
any Subsidiary. No voluntary arrangement has been proposed or reached
with any creditors of the Company or any Subsidiary. No receiver,
receiver and manager, provisional liquidator, liquidator or other officer
of the court has been appointed in relation to the Company or any
Subsidiary. The Company and the Subsidiaries together are, and will at
Completion be, able to pay their debts as and when they fall due.
	 
	C	 	 The Shares
	 
	1	 	The Shares comprise the whole of the issued ordinary share capital of the
Company, and are fully paid.
	 
	2	 	There are no commitments, agreements, understandings or arrangements in
place under which the Company is obliged at any time to issue any shares
or other securities of the Company.
	 
	3	 	There is no restriction on the sale or transfer of the Shares to the
Purchaser except for the consent of the directors of the Company to the
registration of the transfers of the Shares and except pursuant to the
obligations owed to BA Australia Limited, which obligations will be
discharged at Completion.
	 
	D	 	 Sale Units
	 
	1	 	Schedule 1 sets out the whole of the issued units of the Territory
Property Trust, all of which are fully paid.
	 
	2	 	There are no commitments, agreements, understandings or arrangements in
place under which the Trustee is obliged at any time to issue any units or
other securities of the Territory Property Trust.
	 
	3	 	There is no restriction on the sale or transfer of the Sale Units to the
Purchaser except for the consent of the directors of the Trustee to the
registration of the transfers of the Sale Units and except pursuant to the
obligations owed to BA Australia Limited, which obligations will be
discharged at Completion.
	 
	E	 	 Financial Information
	 
	1	 	The Last Accounts disclose a true and fair view of the state of the
affairs, financial position and assets and liabilities of the Company and
the Subsidiaries as at the Last Accounts Date, and the income, expenses
and results of operations of the Company and the Subsidiaries for the
financial period ending on that date.
	 
	2	 	The Last Accounts were prepared:







     (a) in accordance with the requirements of the Corporations Act
and any other applicable laws;




	 	 	 	 	 	 	 
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     (b) in accordance with the Accounting Standards;



     (c) in the manner described in the notes to them and the
accompanying auditor’s report.




	3	 	The Management Accounts have been prepared in good faith and for the
purposes of management of the Company in accordance with the Company’s
normal practices. The Vendor is not aware of any matters which would
cause the Management Accounts to be materially misleading as to the
financial position of the Company as at 31 December 2003 or as to the
consolidated EBITDA of the Company and the Subsidiaries for the financial
year ended on that date.






	4	 	The Vendor is not aware of any circumstance which:






	 	(a)	 	is specifically and directly related to the Company or any
of the Subsidiaries, their business or the Business Premises (a
“Special Circumstance”); and
	 
	 	(b)	 	has not been disclosed by the Vendor to the Purchaser prior
to or on the date of this agreement; and
	 
	 	(c)	 	would have or be likely to have a materially adverse effect
on the consolidated EBITDA of the Company and the Subsidiaries for
the financial year ending 31 December 2004.





For the avoidance of doubt, a circumstance is not a Special Circumstance:





	(i)	 	if such circumstance has a general application or connection to the
Company or any of the Subsidiaries, their business or the Business
Premises (as the case may be) instead of an application or connection
which occurs or arises because of the specific nature or identity of the
Company or any of the Subsidiaries, their business or the Business
Premises (as the case may be). Accordingly, a Special Circumstance does
not include matters such as legal, regulatory, economic, industry,
political, industrial, climatic, geographic or demographic conditions,
factors, changes or circumstances which are related to companies,
businesses or premises generally (whether internationally, in Australia,
in the Northern Territory or in Darwin) or to companies, businesses or
premises in the gaming, recreational, resort, entertainment, leisure or
similar sectors internationally or throughout Australia. For example, a
national or local economic recession or proposed legislation involving
smoking areas in casinos throughout Australia is not a Special
Circumstance, but a determination that the Business Premises do not comply
with a particular regulatory requirement and such non-compliance could
result in a financial loss as described in subclause 4(c) above could be a
Special Circumstance; or






	(ii)	 	if it is generally known in the public sector or is a matter which the
Vendor could have a reasonable belief would have been known by the
Purchaser without specific disclosure by the Vendor.





	 	 	 	 	 	 	 
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	F	 	 Business






	1	 	The Company and each of the Subsidiaries is the legal and beneficial
owner of all of its property and assets. There are no mortgages,
pledges, liens, encumbrances, charges or other security interests over or
affecting any property or assets except as set out in Schedule 3.






	2	 	To the best of the Vendor’s knowledge and belief the Company and/or each
Subsidiary:






	 	(a)	 	holds all statutory licences, consents,
authorisations and permits which are necessary for the
carrying on of the business of the Company and/or each
Subsidiary; and
	 
	 	(b)	 	is not to any material extent in breach or in
default of nor is the Vendor aware of any circumstance that
might prejudice the continuation of, any such statutory
licence, consent, authorisation and permit .






	3	 	The names and locations of all banks in which the Company and each of the
Subsidiaries has an account are listed in the Disclosure Letter.






	4	 	The Company:






	 	(a)	 	does not hold any shares in the capital of
any company other than the Subsidiaries;
	 
	 	(b)	 	is not a member of any partnership or other
unincorporated association;
	 
	 	(c)	 	is not a trustee of any trust estate or fund;
and
	 
	 	(d)	 	does not have a permanent establishment (as
that expression is defined in any relevant Double Taxation
Agreement) outside Australia.






	 	 	The same is true of each Subsidiary, except that Fernbank Pty
Ltd is the Trustee of the Territory Property Trust.
	 
	5	 	Immediately following Completion, there will be no financial
accommodation (other than the Related Party Debt, or any intercompany
indebtedness between the Company and the Subsidiaries, or any financial
accommodation granted or made at or after Completion) that has not been
incurred, obtained, paid or provided by the Company and each Subsidiary in
the ordinary course of business.
	 
	6	 	Neither the Company nor any Subsidiary is liable or potentially liable
for the obligations of the Vendor or any of its Associates under any
express written guarantee or indemnity or otherwise as surety for any
financial advances or loans to the Vendor or its Associates.
	 
	7	 	To the best of the Vendor’s knowledge and belief neither the Vendor nor
Diamond Leisure is to any material extent in breach of or in default under
any term or provision of the Casino Operator’s Agreement and the Vendor is
not






	 	 	 	 	 	 	 
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	 	 	aware of any event in existence which, with the passing of time or
giving of notice would constitute a material breach or default of that
kind.
	 
	8	 	The Company and each Subsidiary since the date of the Management Accounts
has not acquired, disposed, agreed to acquire or agreed to dispose of any
material asset or series of material assets except as provided for by this
agreement.
	 
	9	 	Neither the Company nor any Subsidiary will be obliged after Completion
to make any payment as a consequence of the transfer of the Shares and/or
the Sale Units to the Purchaser under any material contract, arrangement
or understanding which has not been disclosed to the Purchaser on or prior
to the date of this agreement.
	 
	10	 	No material contract, arrangement or understanding which has not been
disclosed to the Purchaser on or prior to the date of this agreement to
which the Company or a Subsidiary is a party will be terminated after
Completion by any other party by reason of a change in the ownership of
the Shares or the Sale of Units or any of them or by reason of such a
change being subject to the consent of the other party which consent has
not been obtained.
	 
	11	 	The Company and each Subsidiary has not other than in the Ordinary Course
of Business made any material offers, tenders or quotations which will be
outstanding as at Completion and are capable of giving rise to a contract
by the unilateral act of a third party.
	 
	12	 	The Company or the Subsidiary has not entered into any contract,
arrangement or understanding with the Vendor or an Associate of the Vendor
which will not be terminated on Completion.
	 
	G	 	 Business Premises
	 
	1	 	Schedule 4 accurately describes all the Business Premises owned, leased
or occupied by the Company and each of its Subsidiaries.
	 
	2	 	Schedule 4 accurately describes all of the leases and licences of real
property to the Company or any Subsidiary including the Car Park Licence
granted by the Darwin City Council.
	 
	3	 	The current use of the Business Premises by the Company and the
Subsidiaries is not materially in breach of any statutes, regulations,
by-laws, planning schemes, development orders, ordinances or permits.
	 
	4	 	To the best of the Vendor’s knowledge and belief no development has been
carried out on the Business Premises without any necessary consent or
without compliance with the conditions of all necessary consents in all
material respects.
	 
	5	 	No notices have been received by the Company or a Subsidiary affecting
the Business Premises from any local, other competent authority or other
person which would adversely affect the current use of the Business
Premises by the Company and the Subsidiaries.






	 	 	 	 	 	 	 
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	H	 	 Plant and Equipment
	 
	1	 	Each item of Plant and Equipment and Leased Plant and Equipment is in the
physical possession of the Company or relevant Subsidiary.
	 
	2	 	Each item of Plant and Equipment and Leased Plant and Equipment is in
satisfactory working order, fair wear and tear excepted and (where a
warranty given or deemed to be given by the manufacturer is in force as at
Completion) has been maintained and serviced in accordance with any
applicable maintenance procedures recommended by the manufacturer or other
industry best practice.
	 
	I	 	 Inventory
	 
	1	 	All the Inventory (not including gaming chips) is in the physical
possession of the Company or relevant Subsidiary (unless they are in
transit to the Company or Subsidiary).
	 
	J	 	 Intellectual Property Rights
	 
	1	 	Except for the Excluded Intellectual Property Rights, Schedule 5 is an
accurate list of:






	 	(a)	 	all registered trade marks;
	 
	 	(b)	 	all registered patents and designs; and
	 
	 	(c)	 	all applications for registration of patents and designs,






	 	 	owned or used at any time by the Company or any Subsidiary in connection
with its business and contains details of the Intellectual Property
Licences.
	 
	K	 	 Insurance
	 
	1	 	Each of the Company’s and Subsidiaries’ contracts of insurance is in
force and all applicable premiums have been paid. There is no fact or
circumstance known to the Company or any Subsidiary or the Vendor which
would lead to any of them being prejudiced.
	 
	L	 	 Taxation
	 
	1	 	There is no dispute or pending or anticipated dispute between the Company
or any Subsidiary and the Commissioner of Taxation of the Commonwealth of
Australia or any other federal, state, territorial or municipal body or
authority responsible for the collection of Tax.
	 
	2	 	The Company and each Subsidiary has deducted and withheld and paid to the
relevant Government Agency or equivalent overseas Tax collection agency
every amount any Tax law requires it to deduct or withhold and pay and,
where necessary, the Company or Subsidiary has paid over to the relevant
Government Agency or equivalent overseas Tax collection agency all such





	 	 	 	 	 	 	 
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	 	 	amounts deducted or collected in accordance with all relevant
requirements.
	 
	3	 	All Tax returns required by law to be lodged or filed by the Company or
any subsidiary have been lodged or filed by their due date, and all Taxes
which have become due and payable have been paid by the due date.
	 
	4	 	To the best of the Vendor’s knowledge, no Tax return referred to in
warranty L3:






	 	(a)	 	contains a statement that is false or misleading in any
material respect; or
	 
	 	(b)	 	omits to refer to any matter which is required to be
included or without which the statement is false or misleading in
any material respect.






	5	 	To the best of the Vendor’s knowledge and belief, the Company and each
Subsidiary have not, either by itself or together, entered into any
transaction or arrangement or part of a transaction or arrangement which
is likely to be successfully challenged under Part IVA of the Tax Act.
	 
	6	 	To the best of the Vendor’s knowledge and belief, in the time the Company
has been controlled by the Vendor, the Company has not provided any tax
warranty or guarantee in respect of any transaction.
	 
	7	 	The Keno Agreement has been duly stamped.
	 
	8	 	The Keno Agreement does not require the Company or any Subsidiary to
supply anything without providing for the Company or Subsidiary as
supplier to:






	 	(a)	 	require the other party to the agreement to pay to the
Company or Subsidiary the amount of any GST for which the Company
or Subsidiary is liable on a supply under that agreement in
addition to the consideration for that supply; or
	 
	 	(b)	 	otherwise seek reimbursement so that the Company or
Subsidiary retains the amount it would have retained but for the
imposition of GST.






	9	 	The Keno Agreement does not require the Company or any Subsidiary to pay
any GST on a supply without the Company or Subsidiary being able to
require the other party to the agreement to provide to the Company or
Subsidiary a tax invoice for any GST on that supply prior to the due date
for payment for that supply.
	 
	M	 	 Litigation
	 
	1	 	The Company or its Subsidiaries are not involved in any prosecution,
litigation, arbitration, or proceedings as plaintiff, defendant or in any
other capacity other than as disclosed to the Purchaser on or prior to the
date of this agreement. None of the Vendor, the Company, or a Subsidiary
are aware of any such matters threatened or pending other than as
disclosed to the Purchaser on or prior to the date of this agreement.





	 	 	 	 	 	 	 
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	2	 	None of the operations of the Company or any Subsidiary are subject to
any unsatisfied judgment or any order, award or decision handed down in
any prosecution, litigation or arbitration.
	 
	N	 	 Employees
	 
	1	 	No loans or other advances have been made to any directors or employees
of the Company or any Subsidiary except for any payroll advances made to
employees in circumstances of hardship.
	 
	2	 	Since the Last Accounts Date there has not been any material change in
the remuneration or emoluments or benefits of any executives who are
employees.
	 
	3	 	The Company and each of the Subsidiaries has complied in all material
respects with all its obligations under the Relevant Schemes, including
the payment of all contributions and expenses to the applicable fund
required to be made.
	 
	4	 	Neither the Company nor any Subsidiary has received notice of any claim
or dispute in relation to a Relevant Scheme.
	 
	5	 	The Company and each of the Subsidiaries has made all payments in respect
of occupational superannuation required under any contract or award in
respect of each of its employees.
	 
	6	 	In respect of the employees of the Company and of each Subsidiary:






	 	(a)	 	no employee has the right to participate in any share
option scheme or share scheme;
	 
	 	(b)	 	there are no schemes in existence under which benefits
other than cash payments are conferred on employees.






	7	 	As at Completion, no amount will be overdue for payment to any director,
officer or employee or former director, officer or employee of the Company
or a Subsidiary.
	 
	8	 	The Company and each Subsidiary has provided complete and accurate
particulars to the Purchaser prior to the date of this agreement of any
agreement, policy or instrument which establishes any scheme under which a
Key Employee has received or may receive in the future a benefit on the
termination of their employment by reason of the redundancy of their
position.
	 
	O	 	 Changes since the Management Accounts
	 
	1	 	Since the date of the Management Accounts the business of the Company and
of each Subsidiary has been carried on in the ordinary and usual course
and the Company and each Subsidiary has not been materially and adversely
affected by any matter, either financial or otherwise.





	 	 	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Agreement for Sale of Shares and Units
	 	 	58	 







 









 







	P	 	 Information
	 
	1	 	The information set out in each of the Schedules is complete and accurate
in all material respects. None of that information is misleading in any
material particular, whether by inclusion of misleading information,
omission of material information, or both.
	 
	Q	 	 Brokerage
	 
	1	 	To the best of the Vendor’s knowledge and belief, no person is entitled
to recover from the Company or any Subsidiary any fee or commission in
connection with the purchase or sale of the Shares or Sale Units.
	 
	R	 	 Powers of Attorney
	 
	1	 	To the best of the Vendor’s knowledge and belief, there is no power of
attorney or other authority in force by which a person is able to bind the
Company or a Subsidiary.
	 
	S	 	 Dividends
	 
	1	 	The dividends referred to in clauses 5.2(c) and (e) will not exceed the
accumulated profits of Diamond Leisure Pty Limited or the Company
respectively and will be paid in accordance with each company’s
constitution.





	 	 	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Agreement for Sale of Shares and Units
	 	 	59	 







 









 






Agreement for Sale of Shares and Units




Schedule 1 — Shares and Units




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	 	 
	Entity
	 	Shares/Units
	 	Class of shares/Units
	 	Shareholder

	Diamond Darwin Pty Limited
	 	 	4,250,000	 	 	A class ordinary shares	 	MGM Grand
 Australia Pty Ltd
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ABN 63 009 641 089
	 	 	4,250,000	 	 	B class ordinary shares	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	1,500,000	 	 	D class ordinary shares	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Territory Property Trust
	 	 	5,000,000	 	 	Units	 	MGM Grand
 Australia Pty Ltd
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	24,000,010	 	 	Units	 	Diamond Darwin Pty
 Limited







	 	 	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Agreement for Sale of Shares and Units
	 	 	60	 







 









 






Agreement for Sale of Shares and Units




Schedule 2 — Subsidiaries




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of company	 	Place of incorporation and	 	 	 	 	 	Members of the
	and ACN
	 	registered office
	 	Issued capital
	 	company

	Diamond Leisure Pty Limited
	 	Northern Territory, Australia;	 	2500 A class
	 	Diamond Darwin Pty
	 
	 	 	 	 	 	ordinary shares	 	Limited
	ABN 54 009 624 417
	 	Level 3 MGM Grand Casino,	 	2500 B class
	 	 	 	 
	 
	 	Gilruth Ave, Darwin City, NT	 	ordinary shares	 	 	 	 
	 
	 	0800 Australia	 	45000 9% redeemable	 	 	 	 
	
	 	 	 	preference shares	 	 	 	 
	 
	 	 	 	of $1.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Fernbank Pty Ltd
	 	Northern Territory, Australia;	 	40 A class ordinary	 	Diamond Darwin Pty
	 
	 	 	 	 	 	shares	 	Limited
	ACN 009 622 262
	 	Level 3 MGM Grand Casino,	 	 	 	 	 	 	 	 
	 
	 	Gilruth Ave, Darwin City, NT	 	 	 	 	 	 	 	 
	 
	 	0800 Australia	 	 	 	 	 	 	 	 







	 	 	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Agreement for Sale of Shares and Units
	 	 	61	 







 









 






Agreement for Sale of Shares and Units




Schedule 3 — Mortgages and Other 
Encumbrances Over the Company and Each

Subsidiary



Deed of Charge between MGM Grand Australia Pty Limited (ACN 069 214 473) and BA
Australia Limited (ACN 004 617 341) over all present and future assets and
undertaking, dated 6 September 1995;



Deed of Charge between Diamond Darwin Pty Limited (ACN 009 641 089), Diamond
Leisure Pty Limited (ACN 009 624 417), and Fernbank Pty Limited (ACN 009 622
262) and BA Australia Limited (ACN 004 617 341) over all present and future
assets and undertaking, dated 5 October 1995;



Site Mortgage between Fernbank Pty Limited (ACN 009 622 262) and BA Australia
Limited (ACN 004 617 341) over Lot 5244 of Town Darwin on Plan S79/12 and
comprised in Certificate of Title Volume 635 Folio 476 dated 5 October 1995,
registered mortgage dealing number 339926.



Guarantor Accession Deed between Diamond Leisure Pty Limited and BA Australia
Limited dated 5 October 1995 in respect of a syndicated A$105,000,000 revolving
cash advance facility provided to the Vendor.



Guarantor Accession Deed between Diamond Darwin Pty Limited and BA Australia
Limited dated 5 October 1995 in respect of a syndicated A$105,000,000 revolving
cash advance facility provided to the Vendor.



Guarantor Accession Deed between Fernbank Pty Limited and BA Australia Limited
dated 5 October 1995 in respect of a syndicated A$105,000,000 revolving cash
advance facility provided to the Vendor.



	 	 	 	 	 	 	 
	© Mallesons Stephen Jaques

	 	Agreement for Sale of Shares and Units
	 	 	62	 








 










 





Agreement for Sale of Shares and Units




Schedule 4 — Business Premises




Part A: Land or premises owned by the Vendor, the Company or its Subsidiaries




	 	 	 
	The Vendor

	 	None
	 
	 	 
	The Company

	 	None
	 
	 	 
	Fernbank Pty Limited as trustee of The
Territory Property Trust

	 	MGM Grand Darwin Casino, Gilruth
Avenue, Darwin (being Lot 5244
Town of Darwin, Volume 635
Folio 476) as trustee of the
Territory Property Trust. This
site is leased to Diamond
Leisure Pty Limited as set forth
in Part B below.
	 
	 	 
	Diamond Leisure Pty Limited

	 	None







Part B: Leased premises of the Vendor, the Company or its Subsidiaries




	 	 	 
	The Vendor

	 	None
	 
	 	 
	Diamond Leisure Pty Limited

	 	MGM Grand Darwin Casino, Gilruth
Avenue, Darwin (being Lot 5244
Town of Darwin, Volume 635
Folio 476) under Memorandum of
Lease No 464227, as amended by
Amendment of a Lease No 500289.
	 
	 	 
	Fernbank Pty Limited as trustee of The
Territory Property Trust

	 	None
	 
	 	 
	The Company

	 	None







Part C: Other land or premises occupied by the Company





	 	 	The Company and its Subsidiaries make us of a car park located at the
south east corner of the Hotel/Casino complex known as part of Lot
5772, Town of Darwin.





	 	 	 	 	 	 	 
	© Mallesons Stephend Jaques

	 	Agreement for Sale of Shares and Units
	 	 	63	 







 









 








Agreement for Sale of Shares and Units




Schedule 5 — Particulars of Registered Intellectual Property




PART A




Business Names:





	1.	 	MGM Grand Darwin
	 
	2.	 	MGM Grand Casino
	 
	3.	 	MGM Grand Hotel Casino
	 
	4.	 	MGM Grand Darwin Australia
	 
	5.	 	Club MGM Grand
	 
	6.	 	Sunset Café
	 
	6a.	 	Sunset Restaurant
	 
	7	 	Sweethearts Nightclub
	 
	7	 	Sweethearts Lounge Bar
	 
	8.	 	Bar Aqua
	 
	9.	 	Café Aqua
	 
	10.	 	Aqua Gaming Room
	 
	11.	 	The Grand Ballroom
	 
	12.	 	Cariba Lounge Bar
	 
	13.	 	Keno Bar
	 
	14.	 	Cockatoo Bar
	 
	15.	 	The International Room
	 
	16.	 	Monte Carlo Bar
	 
	16a.	 	Monte Carlo Room
	 
	16b.	 	Club Monte Carlo
	 
	17.	 	The Link Boardroom
	 
	18.	 	NT Keno
	 
	19.	 	Dragon Court Restaurant
	 
	20.	 	EVOO Restaurant
	 
	20a.	 	EVOO





	 	 	 	 	 	 	 
	© Mallesons Stephend Jaques

	 	Agreement for Sale of Shares and Units
	 	 	64	 







 









 








Trade Marks:




     None



Patents:




     None



Designs:




     None



PART B




     MGM Grand Darwin



     MGM Grand Casino



     MGM Grand Hotel Casino



     MGM Grand Darwin Australia



     Club MGM Grand



     Player’s Club



	 	 	 	 	 






	 	 	 	 	 	 	 
	© Mallesons Stephend Jaques

	 	Agreement for Sale of Shares and Units
	 	 	65	 




 








 





Agreement for Sale of Shares and Units




Signing page




DATED: 11 February, 2004




	 	 	 	 	 	 	 
	EXECUTED by MGM GRAND

	 	 	)	 	 	 
	AUSTRALIA PTY LTD in accordance

	 	 	)	 	 	 
	with section 127(1) of the Corporations
	 	 	 	 	 	 
	Act:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/S/ JAMES J. MURREN

	 	 	 	 	 	/S/ BRYAN L. WRIGHT
	


	 	 	 	 	 	

	Signature of Director

	 	 	 	 	 	Signature of Secretary
	 
	 	 	 	 	 	 
	JAMES J. MURREN

	 	 	 	 	 	BRYAN L. WRIGHT
	


	 	 	 	 	 	

	Name of Director

	 	 	 	 	 	Name of Secretary
	 
	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	as attorney for MGM MIRAGE

	 	 	)	 	 	 
	under Power of Attorney dated

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	/S/ DANIEL J. D’ARRIGO

	 	 	)	 	 	 
	


	 	 	)	 	 	 
	Signature of witness

	 	 	)	 	 	 
	

	 	 	)	 	 	/S/ BRYAN L. WRIGHT.
	DANIEL J. D’ARRIGO

	 	 	)	 	 	

	

Name of witness (block letters)

	 	 	)	 	 	By executing this agreement the
attorney states that the attorney
has received no notice of revocation of the power of attorney







 









 




Agreement for Sale of Shares and
Units


	 	 	 	 	 	 	 
	EXECUTED by SKYCITY

	 	 	)	 	 	 
	AUSTRALIA PTY LIMITED in

	 	 	)	 	 	 
	accordance with section 127(1) of the

	 	 	)	 	 	 
	Corporations Act:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/S/ EVA WELCH DANTES

	 	 	 	 	 	/S/ ALBTZAIR BRUCE RYAN
	
 

	 	 	 	 	 	
 
	Signature of Director

	 	 	 	 	 	Signature of Director/Secretary
	 
	 	 	 	 	 	 
	EVA WELCH DANTES

	 	 	 	 	 	DIRECTOR
	
 

	 	 	 	 	 	
 
	Name of Director

	 	 	 	 	 	Office held
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	ALBTZAIR BRUCE RYAN
	

	 	 	 	 	 	
 
	

	 	 	 	 	 	Name of Director/Secretary
	 
	 	 	 	 	 	 
	SIGNED BY EVAN DAVIES as

	 	 	)	 	 	 
	authorised representative for SKYCITY

	 	 	)	 	 	 
	ENTERTAINMENT GROUP LIMITED

	 	 	)	 	 	 
	in the presence of :

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	/S/ EVA WELCH DANTES
	/S/ ANDREW ALAN WEBSTER

	 	 	 	 	 	

	


	 	 	 	 	 	By executing this agreement
	Signature of witness

	 	 	 	 	 	the signatory warrants that
	

	 	 	 	 	 	the signatory is duly
	ANDREW ALAN WEBSTER

	 	 	 	 	 	authorised to execute this
	


	 	 	 	 	 	agreement on behalf of SKYCITY
	Name of witness

	 	 	 	 	 	ENTERTAINMENT GROUP LIMITED
	SOLIZITZAN AUCKLAND
	 	 	 	 	 	 







 









 






MALLESONS STEPHEN JAQUES 

 Agreement for Sale of Shares and Units




Dated




MGM Grand Australia Pty Ltd (“Vendor”)

MGM MIRAGE (“MGM MIRAGE”)

SKYCITY Australia Pty Limited (“Purchaser”)

SKYCITY Entertainment Group Limited (“Guarantor”)



Mallesons Stephen Jaques

Level 60

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.mallesons.com




 










 





Agreement for sale of Shares and Units

Contents




	 	 	 	 	 	 	 
	Details
	 	 	 	 	1	 
	General terms
	 	 	 	 	3	 
	1
	 	Sale and purchase of Shares and Sale Units	 	 	3	 
	1.1
	 	Completion Date	 	 	3	 
	1.2
	 	Unencumbered rights	 	 	3	 
	1.3
	 	Condition precedent	 	 	3	 
	2
	 	Purchase Price	 	 	3	 
	2.1
	 	Purchase Price	 	 	3	 
	2.2
	 	Apportionment of Purchase Price	 	 	3	 
	3
	 	Conditions precedent	 	 	3	 
	3.1
	 	Conditions precedent	 	 	3	 
	3.2
	 	Efforts of Parties	 	 	5	 
	3.3
	 	Restriction on amendments	 	 	5	 
	3.4
	 	Permitted amendments	 	 	6	 
	3.5
	 	Conditions precedent and right to terminate	 	 	6	 
	3.6
	 	Extension of time	 	 	7	 
	3.7
	 	Post termination	 	 	7	 
	4
	 	Completion	 	 	7	 
	4.1
	 	Place of Completion	 	 	7	 
	4.2
	 	Vendor obligations on Completion	 	 	8	 
	4.3
	 	Purchaser’s obligations on Completion	 	 	9	 
	4.4
	 	Simultaneous actions at Completion	 	 	9	 
	4.5
	 	Completion does not occur on
Completion Date - Purchaser’s default	 	 	10	 
	4.6
	 	Completion does not occur on
Completion Date - Vendor’s default	 	 	10	 
	5
	 	Payment of the Purchase Price and repayment of Related Party Debt	 	 	10	 
	5.1
	 	Deposit and Interest	 	 	10	 
	5.2
	 	MGM Dividend	 	 	10	 
	5.3
	 	Loan by Purchaser to Subsidiary	 	 	11	 
	5.4
	 	Completion payment	 	 	12	 
	5.5
	 	Post-Completion Purchase Price adjustment	 	 	12	 
	5.6
	 	Payment of balance of Purchase Price	 	 	12	 
	5.7
	 	Balance of Net Intercompany Debt	 	 	12	 






	 	 	 	 	 	 	 
	© Mallesons Stephen
Jaques

	 	Agreement for Sale of
Shares and Units
	 	 	i	 






 









 






	 	 	 	 	 	 	 
	5.8
	 	Bank accounts	 	 	13	 
	5.9
	 	Timing of payment	 	 	13	 
	5.10
	 	Form of Payment	 	 	13	 
	6
	 	Working Capital	 	 	13	 
	6.1
	 	Estimated Working Capital and Estimated Net Intercompany Debt	 	 	13	 
	6.2
	 	Preparation of statement of
Estimated Working Capital and Estimated Net Intercompany Debt	 	 	13	 
	6.3
	 	Preparation of Completion Statement	 	 	14	 
	6.4
	 	Specific rules for Completion Statement	 	 	14	 
	6.5
	 	Disputes	 	 	15	 
	6.6
	 	Vendor’s access to Records post Completion	 	 	15	 
	7
	 	Post Completion	 	 	15	 
	7.1
	 	Change of name and logo	 	 	15	 
	7.2
	 	Delivery or transfer of Inventory	 	 	16	 
	7.3
	 	Removal of embedded lion logo fixtures	 	 	16	 
	7.4
	 	Destruction of material	 	 	17	 
	7.5
	 	Operating and Procedures Manual	 	 	17	 
	7.6
	 	Vendor rights	 	 	17	 
	7.7
	 	Costs	 	 	17	 
	7.8
	 	Extension of time	 	 	17	 
	8
	 	Conduct of business pending Completion	 	 	18	 
	8.1
	 	Conduct of business	 	 	18	 
	8.2
	 	Restrictions on Company and Subsidiaries	 	 	18	 
	8.3
	 	Access	 	 	19	 
	8.4
	 	Co-operation	 	 	19	 
	8.5
	 	Tax Consolidation	 	 	20	 
	8.6
	 	Additional information	 	 	21	 
	9
	 	Risk and insurance	 	 	21	 
	10
	 	Superannuation	 	 	21	 
	11
	 	Warranties and representations	 	 	21	 
	11.1
	 	Vendor represents and warrants	 	 	21	 
	11.2
	 	Purchaser acknowledgment	 	 	22	 
	11.3
	 	No claim	 	 	22	 
	11.4
	 	Time limit on claims	 	 	22	 
	11.5
	 	Quantum limit on claims	 	 	22	 
	11.6
	 	Maximum claim	 	 	22	 
	11.7
	 	No entitlement to claim	 	 	23	 
	11.8
	 	Remedies for breach of Warranty	 	 	23	 
	11.9
	 	Indemnification Claim	 	 	23	 
	11.10
	 	Conduct of claims	 	 	24	 
	11.11
	 	Calculation of liability	 	 	24	 






	 	 	 	 	 	 	 
	© Mallesons Stephen
Jaques

	 	Agreement for Sale of
Shares and Units
	 	 	ii	 






 









 






	 	 	 	 	 	 	 
	11.12
	 	Payment of claims	 	 	25	 
	11.13
	 	Guarantee from MGM MIRAGE	 	 	25	 
	11.14
	 	Mitigate loss	 	 	26	 
	11.15
	 	No claim under Warranties	 	 	26	 
	11.16
	 	No action against Kirk Kerkorian or Tracinda Corporation	 	 	26	 
	11.17
	 	No liability for Kirk Kerkorian or Tracinda Corporation	 	 	26	 
	11.18
	 	Reduction to Purchase Price	 	 	27	 
	11.19
	 	Purchaser's representations and warranties	 	 	27	 
	12
	 	Tax Indemnity	 	 	28	 
	12.1
	 	Adjustment for Tax liability	 	 	28	 
	12.2
	 	Threshold for Tax Claims	 	 	28	 
	12.3
	 	Breach of Warranty	 	 	28	 
	12.4
	 	Reduction in purchase price	 	 	28	 
	12.5
	 	Obligations excluded	 	 	29	 
	12.6
	 	Payments	 	 	30	 
	12.7
	 	Written notice of Tax Claim	 	 	30	 
	12.8
	 	Access	 	 	30	 
	12.9
	 	Resisting Tax Claims	 	 	31	 
	12.10
	 	Ceasing resistance of Tax Claim	 	 	31	 
	12.11
	 	Refund by Purchaser	 	 	31	 
	12.12
	 	Tax returns	 	 	32	 
	12.13
	 	Other obligations of Purchaser	 	 	33	 
	12.14
	 	Dispute resolution	 	 	33	 
	13
	 	Guarantee and indemnity	 	 	34	 
	13.1
	 	Consideration	 	 	34	 
	13.2
	 	Unconditional and irrevocable guarantee	 	 	34	 
	13.3
	 	Indemnity	 	 	34	 
	13.4
	 	Waiver of right to enforce against Purchaser	 	 	34	 
	13.5
	 	Continuing guarantee and indemnity	 	 	34	 
	13.6
	 	Guarantor's liability and Vendor's rights not affected	 	 	34	 
	13.7
	 	Restrictions on Guarantor	 	 	35	 
	13.8
	 	Claim payment void or voidable	 	 	35	 
	13.9
	 	Obligations on Guarantor	 	 	35	 
	14
	 	Costs and stamp duty	 	 	36	 
	14.1
	 	Costs	 	 	36	 
	14.2
	 	Stamp Duty	 	 	36	 
	15
	 	Notices	 	 	36	 
	15.1
	 	Notices	 	 	36	 
	15.2
	 	Effect of Notice	 	 	37	 
	15.3
	 	Receipt of Notice	 	 	37	 
	16
	 	Assignment and Nomination	 	 	38	 
	16.1
	 	Assignment	 	 	38	 
	16.2
	 	Nomination	 	 	38	 
	16.3
	 	Material Delay	 	 	39	 





	 	 	 	 	 	 	 
	© Mallesons Stephen
Jaques

	 	Agreement for Sale of
Shares and Units
	 	 	iii	 






 









 






	 	 	 	 	 	 	 
	17
	 	Miscellaneous	 	 	39	 
	17.1
	 	Exercise of rights	 	 	39	 
	17.2
	 	Waiver and variation	 	 	40	 
	17.3
	 	Approvals and consent	 	 	40	 
	17.4
	 	Remedies cumulative	 	 	40	 
	17.5
	 	Further assurances	 	 	40	 
	17.6
	 	Publicity	 	 	40	 
	17.7
	 	Severability	 	 	40	 
	17.8
	 	Time of the essence	 	 	40	 
	17.9
	 	Entire agreement	 	 	41	 
	17.10
	 	Non-merger	 	 	41	 
	17.11
	 	Survival of indemnities	 	 	41	 
	17.12
	 	Rights cumulative	 	 	41	 
	17.13
	 	Execution	 	 	41	 
	18
	 	Governing law, jurisdiction and service of process	 	 	41	 
	18.1
	 	Governing law	 	 	41	 
	18.2
	 	Jurisdiction	 	 	41	 
	18.3
	 	Service of process	 	 	41	 
	19
	 	GST	 	 	42	 
	20
	 	Interpretation	 	 	42	 
	20.1
	 	Definitions	 	 	42	 
	20.2
	 	Interpretation	 	 	49	 
	20.3
	 	Headings	 	 	50	 
	 
	 	AppendixWarranties and Representations	 	 	51	 
	Schedule 1 -
	 	Shares and Units	 	 	60	 
	Schedule 2 -
	 	Subsidiaries	 	 	61	 
	Schedule 3 -
	 	Mortgages and Other Encumbrances Over the	 	 	 	 
	 
	 	Company and Each Subsidiary	 	 	62	 
	Schedule 4 -
	 	Business Premises	 	 	63	 
	Schedule 5 -
	 	Particulars of Registered Intellectual Property	 	 	64	 
	Signing page
	 	 	 	 	66	 






	 	 	 	 	 	 	 
	© Mallesons Stephen
Jaques

	 	Agreement for Sale of
Shares and Units
	 	 	iv