##### 



Exhibit 4(b)(vi)
 
 Australian Share and Unit
Sale Deed
 Holiday Inns Holdings (Australia) Pty Limited
 SPHC Group Pty Limited
 HIA (T) Pty Ltd
 HIA (T) Pty Ltd as trustee for the HIA Hotels Trust
 Six Continents Limited
 HANZ (Australia) Pty Limited
 Eureka Funds Management Limited (as
trustee and manager of the Alternative
Investment (Hotel and New Zealand) Private
Syndicate)




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Contents
 ClauseNumber
    
    Heading
    
    
    
    Page1
    
    
    Definitions and interpretation
    
    
    22
    
    
    Shares
    
    
    133
    
    
    Payment of Deposit, Purchase Price and Adjustment Amount
    
    
    144
    
    
    Conditions
    
    
    155
    
    
    Pre-Completion
    
    
    156
    
    
    Completion
    
    
    207
    
    
    Adjustment Statement and Intercompany Receivables and Payables
    
    
    238
    
    
    Warranties and indemnity
    
    
    259
    
    
    Claims
    
    
    3110
    
    
    Confidentiality and announcements
    
    
    3311
    
    
    Notices
    
    
    3312
    
    
    Vendors & Purchaser Guarantees
    
    
    3513
    
    
    Liquor Licence
    
    
    3714
    
    
    Period After Completion
    
    
    3815
    
    
    Consents
    
    
    3916
    
    
    GST
    
    
    3917
    
    
    General Provisions
    
    
    40Schedule 1
    
    
    43Group Structure :
    
    
    43Schedule 2
    
    
    45Warranties
    
    
    45Schedule 3
    
    
    59Purchaser and Purchaser Guarantor Warranties
    
    
    59Schedule 4
    
    
    61Adjustment Statement
    
    
    61Schedule 5
    
    
    65Pro Forma Accounts
    
    
    65Schedule 6
    
    
    66
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Business Names
    
    
    66Schedule 7
    
    
    68Deposit Letter
    
    
    68Schedule 8
    
    
    70Disclosure Index
    
    
    70Schedule 9
    
    
    71Excluded Assets
    
    
    71Schedule 10
    
    
    72Properties  Details of Freehold and Leasehold Properties
    
    
    72Schedule 11
    
    
    74Australian Management Contract
    
    
    74Schedule 12
    
    
    75Australian Non Disturbance Deed
    
    
    75Schedule 13
    
    
    76Contracts
    
    
    76Schedule 14
    
    
    80Form of resignation
    
    
    80Schedule 15
    
    
    81Vendors knowledge
    
    
    81Schedule 16
    
    
    82Employee Information
    
    
    82Schedule 17
    
    
    97Disclosure Schedule
    
    
    97Schedule 18
    
    
    107Taxation clauses
    
    
    107Schedule 19
    
    
    114Brands
    
    
    114Schedule 20
    
    
    115Consents
    
    
    115Schedule 21
    
    
    119Vendor Intercompany Debt Assignment Steps
    
    
    119Schedule 22
    
    
    120Section 32 Statement
    
    
    120Schedule 23
    
    
    123Australian Management Contract
    
    
    123Schedule 24
    
    
    124Portfolio Side Agreement
    
    
    124
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Schedule 25
    
    
    125Shared Services Agreement
    
    
    125Schedule 26
    
    
    126Licensee
    
    
    126Execution
    
    
    127
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Date
    
    2005Parties
    
    Holiday Inns Holdings (Australia) Pty Limited(ABN 95 003 621 216) of Level 9, 504 Pacific Highway, St. Leonards, NSW 2065 (HIHA)SPHC Group Pty Limited(ABN 35 080 831 821) of Level 9, 504 Pacific Highway, St. Leonards, NSW 2065 (SPHC)HIA (T) Pty Ltd(ACN 078 818 890) (in its own capacity and in its capacity as trustee for the HIA Hotels Trust) of Level 9, 504 Pacific
Highway, St. Leonards, NSW 2065 (HIAT)Six Continents Limitedwhich has its registered office at 67 Alma Road, Windsor, Berkshire SL4 3HD (Vendors Guarantor)HANZ (Australia) Pty Limited(ACN 115 904 455) of Level 10, 1 Alfred Street, Sydney, NSW 2000 (Purchaser)Eureka Funds Management Limited(ABN 47 107 346 841) as trustee and manager of the Alternative Investment (Hotel and New Zealand) Private
Syndicate (HANZTrust) of Level 10, 1 Alfred Street, Sydney, NSW 2000 (Purchaser Guarantor)
 Recitals
 A.
    
    The Vendors agree to sell and the Purchaser agrees to purchase the Sale Shares and Units
under the following terms and conditions.
 B.
    
    Contemporaneously with the execution of this Deed the New Zealand Sale Contract is to be
executed and on Completion the following documents are to be executed:
 (a)
    
    the Australian Management Contracts and the Australian Non Disturbance
Deeds; and(b)
    
    the NZ Management Contract and the NZ Non Disturbance Deed; and(c)
    
    the Portfolio Side Agreement and the Shared Services Agreements.
 C.
    
    In consideration of the Vendors agreeing to sell the Sale Shares and Units to the Purchaser,
the Purchaser Guarantor agrees to guarantee the Purchaser Guaranteed Obligations.
 D.
    
    In consideration of the Purchaser agreeing to buy the Sale Shares and Units from the Vendor,
the Vendors Guarantor agrees to guarantee the Vendor Guaranteed Obligations.
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Operative provisions
 1
    
    Definitions and interpretation
 Definitions
 1.1
    
    In this Deed unless the context requires another meaning:Accounting Standardsmeans :
 (a)
    
    the accounting standards in Australia and standards applicable for the purposes
of the Corporations Act 2001;(b)
    
    the requirements of the Corporations Act 2001 for the preparation and content
of financial statements, directors reports and auditors reports;(c)
    
    if no accounting standard applies under the Corporations Act 2001 in relation
to an accounting practice, the standards used and understood by the Australian
Accounting Standards Board and/or the Australian Accounting Bodies;(d)
    
    generally accepted and consistently applied accounting principles and practices
in Australia, except those inconsistent with the standards or requirements referred to
in paragraphs (a) (b) or (c); .
 Accountsmeans the pro forma accounts of the Group Trusts and Group Companies as set out in
Schedule 5.Accounts Datemeans 31 December 2004.Action Proceduresmeans the procedures for instituting or defending legal action in the name
of another party specified in clauses 9.6, 9.7 and 9.8.Actual Adjustment Amountmeans the cash sum determined in accordance with Schedule 4.Adjustment Amountmeans the difference between the Actual Adjustment Amount as shown in the
Adjustment Statement and the Estimated Adjustment Amount.Adjustment Statementmeans the statement prepared in accordance with clause 7 and Schedule
4.Assessmentmeans something which creates or evidences an obligation on the Vendors (directly
or indirectly) to pay an ascertained amount of Tax at or before a fixed time, such as any
document received from a Government Agency administering any Tax assessing, imposing,
claiming or indicating an intention to claim any Tax (such as an assessment, penalty notice
or demand)Assetsmeans the assets owned by the Group Companies and Group Trusts or used by the Group
Companies and Group Trusts in conducting the Businesses and for the avoidance of doubt does
not include the Brands.Auditmeans in relation to any Tax, any audit, investigation, review, information request or
any other enquiry of any kind undertaken by a Government Agency.Auditormeans Ernst & Young.
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Australian Management Contractsmeans the management contract for each of the Properties,
substantially in the form set out in Schedule 11, between the Manager and Purchaser with the
relevant amendments as set out in Schedule 23.Australian Non Disturbance Deedsmeans the non disturbance deed for each of the Properties,
substantially in the form set out in Schedule 12 between the Manager, Purchaser and the
Purchasers Financier.Authorisationmeans:
 (a)
    
    any authorisation, approval, licence, permit, consent, qualification,
accreditation, filing, registration, certificate, resolution, direction, declaration,
or exemption; and(b)
    
    for anything which a Government Agency may prohibit or restrict within a
specified period after it is notified, the expiry of that period without intervention
or action by that Government Agency.
 Books and Recordsmeans originals and copies in machine readable or printed form of all
registers, books, reports, correspondence, files, records, accounts, documents and other
material in the possession or control of the Group Companies or the Vendors about or used in
connection with the Group Companies or Group Trusts including all:
 (a)
    
    information contained in the Data Room;(b)
    
    operational and financial records contained in People Soft 2002;(c)
    
    employment records;(d)
    
    documents of title for the Assets; and(e)
    
    registers required to be maintained by the Corporations Act 2001 or the
Constitution or the trust deed or other constituent documents of the Group Companies
and Group Trusts and all minute books of meetings of directors and members or unit
holders on and from the date that is 6 years prior to the date of Completion,
 but does not include any of the items referred to above which relate to the Brands.Brandsmeans the words, expressions, logos, marks and any other expressions which relate to
any hotel brands owned by entities ultimately owned by InterContinental Hotels Group PLC,
including without limitation the brands listed in Schedule 19.Brand Standard Booksmeans the brand standard books for InterContinental, Crowne Plaza and
Holiday Inn brands made available at the Vendors Solicitors offices.Businessesmeans the businesses of owning and managing each of the following hotels: Crowne
Plaza Canberra, Crowne Plaza Coogee, Crowne Plaza Terrigal, Holiday Inn, City Centre, Perth,
Holiday Inn Melbourne, Holiday Inn on Flinders Melbourne, Holiday Inn Potts Point and
Holiday Inn Townsville, carried on by the Group Companies and Group Trusts (as relevant) as
at the date of this Deed and Business means each of them other than the right to the Brand,
if any.Business Daymeans a day that is not a Saturday, Sunday or a public holiday or bank holiday
in Sydney.Business Namesmeans the business names and trade names set out in Schedule 6.Cashmeans the cash in hand at the Properties and any cash held in a bank account of any of
the Group Companies or Group Trusts.
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Claimmeans any claim, cost, damages, debt, expense, Tax, any related interest, expense,
fine, penalty or other charge on any Tax, Liability, loss, allegation, suit, action, demand,
cause of action or proceeding of any kind irrespective of:
 (a)
    
    how or when it arises;(b)
    
    whether it is actual or contingent;(c)
    
    whether or not it is in respect of legal or other costs, damages, expenses,
fees or losses;(d)
    
    whether or not it is in respect of a breach of trust or of a fiduciary or other
duty or obligation; and(e)
    
    whether or not it arises at law or in any other way.
 Completionmeans completion of the sale and purchase of the Sale Shares and Units under
clause 6 of this Deed.Completion Datemeans 31 October 2005 or such other date as notified to the Purchaser in
accordance with clause 6.4 or 6.6.Completion Payment Amountmeans $297,735,139.Confidential Informationmeans all:
 (a)
    
    know-how, trade secrets, ideas, concepts, technical and operational
information, owned or used by the Group Companies or Group Trusts, or other such
information of the Vendor Group;(b)
    
    information concerning the affairs or property of the Group Companies or any
Business, property or transaction in which any Group Company may be or may have been
concerned or interested;(c)
    
    details of any customers or suppliers of the Group Companies, the Group Trusts
or the Businesses;(d)
    
    information about the terms or effect of this Deed; and(e)
    
    information which by its nature or by the circumstances of its disclosure, is
or could reasonably be expected to be regarded as confidential to:
 (i)
    
    the Group Companies or the Group Trusts; or(ii)
    
    any third party with whose consent or approval the Group
Companies uses that information.
 Confidentiality Deed Pollmeans the deed poll executed by the Purchaser on 22 April 2005.Consentmeans any consent of a person listed in column 2 of Part A of Schedule 20 required
under the documents listed in column 3 of Part A of Schedule 20 to the matters contemplated
by this Deed.Contractsmeans any contract or agreement to which any Group Company is a party or by which
any Group Company may be bound and which:
 (a)
    
    is not capable of being terminated without compensation at any time or with 12
months notice or less and involves or may involve total annual expenditure in excess
of $25,000; or
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(b)
    
    involves or may involve total annual expenditure in excess of $250,000,
 as listed in Schedule 13.Control or Controlledmeans the possession directly or indirectly of the power, whether or
not having statutory, legal or equitable force, and whether or not based on statutory, legal
or equitable rights, directly or indirectly to control the membership of the board of
directors or any other governing body of the relevant entity or to otherwise directly or
indirectly direct or influence the direction of the management and policies of that entity
whether by means of trust, agreements, arrangements, understandings, practices, the
ownership of any interest in shares or stock of the entity or otherwise.Data Roommeans the virtual data room made available to the Purchaser by the Vendors or
their advisers, including the website at https://www.sydney.bakerextra.com/ to which the
Purchaser was provided a password to access the website together with the Brand Standards
Books and Hotel Property Plans.Demandmeans a written notice of, or demand for, an amount payable.Depositmeans the sum of $33,395,800Deposit Accountmeans the bank account established under clause 3.Deposit Lettermeans a letter substantially in the form of the letter set out in Schedule 7.Disclosure Indexmeans the index referred to in Schedule 8.Disclosure Materialmeans the material identified in the Disclosure Index and the Brand
Standards Books and Hotel Property Plans which the Vendors have made available for
inspection by the Purchaser and its representatives and, for the avoidance of doubt,
includes the RFI Responses.Disclosure Schedulemeans Schedule 17 of this Deed.Dispute Noticemeans a written notice under clause 7.5 of any dispute about the Adjustment
Statement.Dollarsand $means the lawful currency of Australia.Employeemeans all employees:
 (a)
    
    who are employed in the Businesses as at the date of this Deed; or(b)
    
    who are employed in the Businesses after the date of this Deed,
 and who are still employed at Completion.Estimated Adjustment Amountmeans $2,827,061 (as an adjustment in favour of the Purchaser).Excluded Assetsmeans those assets, contracts and rights details of which are set out in
Schedule 9.Excluded Representationmeans any statement, representation, warranty, promise, undertaking
or agreement in connection with the Sale Shares and Units or the Group Companies or Group
Trusts made by a member of the Vendor Group or a Group Company or Group Trust or any person
acting, or purporting to act, on behalf of any of such entities or resulting from or
implied by conduct made in the course of communications or negotiations in
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connection with the Sale Shares and Units or the Group Companies or Group Trusts not
expressly set out in this Deed.Expertmeans an independent firm of chartered accountants selected under clause 7.8.Freehold Propertiesmeans the properties detailed in Schedule 10 and all improvements on
those properties.Government Agencymeans:
 (a)
    
    a government, whether foreign, federal, state, territorial or local;(b)
    
    a department, office or minister of a government acting in that capacity; or(c)
    
    a commission, delegate, instrumentality, agency, board or other governmental,
semi-governmental, judicial, administrative, monetary or fiscal authority, whether
statutory or not.
 Group Companies and Group Trusts Intercompany Debtmeans the moneys owed to the Vendor
Group or the other Group Companies and Group Trusts by any of the Group Companies or Group
Trusts on the Vendor Intercompany Debt Repayment Date.Group Companiesmeans each of the following in its personal capacity and other than Centra
Victoria Pty Limited, in its capacity as trustee of the relevant Group Trust:
 (a)
    
    H.I. (Coogee) Pty Limited ACN 089 606 628;(b)
    
    H.I. (Melbourne) Pty Limited ACN 081 088 959;(c)
    
    H.I. (Canberra) Pty Limited ACN 096 253 851;(d)
    
    H.I. (Perth) Pty Limited ACN 081 089 616;(e)
    
    H.I. (Terrigal) Pty Limited ACN 081 759 560;(f)
    
    H.I. (Potts Point) Pty Limited ACN 081 089 090;(g)
    
    H.I. (Townsville) Pty Limited ACN 092 002 269;(h)
    
    Centra Victoria Pty Limited ACN 081 122 125;
 and Group Companymeans any one of them.
 Group Trustsmeans:
 (a)
    
    HI (Coogee) Trust;(b)
    
    HI (Canberra) Trust;(c)
    
    HI (Townsville) Trust;(d)
    
    HI (Melbourne) Trust;(e)
    
    HI (Perth) Trust;(f)
    
    HI (Terrigal) Trust;(g)
    
    HI (Potts Point) Trust;
 and Group Trustmeans any one of them.
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GSTmeans goods and services tax as defined in the A New Tax System (Goods and Services Tax)
Act 1999 or any like tax.HI (Coogee) Trustmeans the trust known as HI (Coogee) Trust, constituted by a trust deed
dated 12 October 1999.
 HI (Canberra) Trustmeans the trust known as HI (Canberra) Trust, constituted by a trust
deed dated 23 March 2001.HI (Potts Point) Trustmeans the trust known as HI (Potts Point) Trust, constituted by a
trust deed dated 19 December 1997.HI (Townsville) Trustmeans the trust known as HI (Townsville) Trust, constituted by a trust
deed dated 19 April 2000.HI (Melbourne) Trustmeans the trust known as HI (Melbourne) Trust, constituted by a trust
deed dated 19 December 1997.HI (Perth) Trustmeans the trust known as HI (Perth) Trust, constituted by a trust deed
dated 19 December 1997.HI (Terrigal) Trustmeans the trust known as HI (Terrigal) Trust, constituted by a trust
deed dated 2 March 1998.Holding Trustmeans the trust known as HIA Hotels Trust, constituted by a trust deed dated
19 June 1997.Hotel Property Plansmeans the plans for the each of the Properties made available to the
Purchaser at the relevant Properties.Income Tax Assessment Actmeans the Income Tax Assessment Act, 1936 (Cth) and the Income Tax
Assessment Act, 1997 (Cth).Income Taxmeans tax imposed upon income, profits, or gains (including capital gains).Industrial Instrumentmeans a Federal or State award, certified or enterprise agreement,
public sector industrial agreement or other industrial agreement, contract determination or
contract agreement.Input Tax Credithas the meaning given in section 195-1 of the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).Insurance Policiesmeans all policies of insurance held by or for the benefit of the Group
Companies and Group Trusts up to Completion.Intercompany Payableshas the meaning given to it in Schedule 4.Intercompany Receivableshas the meaning given to it in Schedule 4.Interest Ratemeans the rate which is 2% above the minimum rate of interest charged by the
Commonwealth Bank of Australia to corporate customers on overdrafts of $100,000 or more (as
published from time to time in the Australian Financial Review or, if not published, as
notified by the Commonwealth Bank of Australia to any of the Vendors).Landlordsmeans the landlords of the Leased Properties.Leased Propertiesmeans the properties detailed in Schedule 10 and all improvements on those
properties.
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Liabilitiesmeans all liabilities, whether actual or contingent, present or future,
quantified or unquantified.Licenseemeans the licensees as noted in Schedule 26 for each of the Properties.Liquor Licencemeans each liquor licence in respect of the Properties identified in the
Disclosure Material.Lossmeans any damage, loss, claim, liability or expense.Managermeans Southern Pacific Hotel Corporation Pty Limited ACN 008 413 367.NZ Management Contractmeans a management contract substantially in the form of the
management contract set out in Schedule 11 of the NZ Sale Contract.NZ Non Disturbance Deedmeans a non disturbance deed dated on or about the date of this
deed, substantially in the form of the non disturbance deed set out in Schedule 12 of the NZ
Sale Contract.NZ Sale Contractmeans the contract dated on or about the date of this Deed between the
Purchaser and Hale International Ltd for the sale of all the shares of SPHC Equities
Limited;PAYG Creditmeans the Vendors entitlement to a credit under Sections 45-30, 45-865 and
45-910 of Schedule 1 of the Taxation Administration Act 1953 (Cth).Permitted Encumbrancemeans:
 (a)
    
    a charge or lien arising in favour of a Government Agency by operation of
statute for council rates and land tax unless there is default in payment of money
secured by that charge or lien;(b)
    
    any mechanics, workmens or other like lien arising in the ordinary course of
business; or(c)
    
    any retention of title arrangement undertaken in the ordinary course of
day-to-day trading.
 Plant and Equipmentmeans all fixed and loose plant, equipment, machinery, furniture,
fixtures and fittings, computer hardware, vehicles, and all other tangible assets owned by
the Group Companies.Portfolio Side Agreementmeans the portfolio side agreement between the Purchaser, the
Purchaser Guarantor, the Manager and SC Hotels & Resorts (Australia) Pty Limited in the form
set out in Schedule 24 of this Deed.Post-Completion Tax Periodmeans any Tax period beginning after Completion and that portion
of any Straddle Year beginning after Completion.Pre-Completion Tax Periodmeans any Tax period ending on or before Completion and that
portion of any Straddle Year ending on Completion.Propertiesmeans the Leased Properties and the Freehold Properties.Property Leasesmeans the leases and licences for the Leased Properties.Purchase Pricemeans the amount of $333,958,000..
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Purchaser Groupmeans the Purchaser and all other entities Controlled by the Purchasers
ultimate holding company and after Completion includes the Group Companies and Group Trusts.Purchaser Guaranteed Obligationsmeans the obligations of the Purchaser Guarantor as set out
in clause 12.8.Purchasers Financermeans the National Australia Bank Limited.Relativehas the same meaning as in the Income Tax Assessment Act.Relevant Schemesmeans:
 (a)
    
    all superannuation schemes, retirement benefit schemes or other pension schemes
or arrangements; and(b)
    
    all employment benefit plans, programs or arrangements including medical,
dental or life insurance;
 to which any Group Company is a party or which any Group Company makes available or obtains
for its officers or employees or former officers or employees.Royalty Agreementsmeans the agreements between Holiday Hospitality Corporation on the one
hand and a Group Company or Group Trust on the other in relation to the use of any of the
Brands or support for marketing, reservation, training and support services existing as at
the date of this Deed.RFI Responsesmeans the written answers to questions and requests for further information
made by the Purchaser and its employees, representatives and advisers (including directors,
partners, officers and employees of its advisers) through the formal request for
information/RFI process and forming part of the Disclosure Material.Salemeans the sale and purchase of the Sale Shares and Units in accordance with this Deed.Sale Sharesmeans all of the shares in each Group Company, together with all rights
attaching to those shares as at Completion, as follows:
 (a)
    
    H.I. (Coogee) Pty Limited ACN 089 606 628;(b)
    
    H.I. (Melbourne) Pty Limited ACN 081 088 959;(c)
    
    H.I. (Canberra) Pty Limited ACN 096 253 851;(d)
    
    H.I. (Perth) Pty Limited ACN 081 089 616;(e)
    
    H.I. (Terrigal) Pty Limited ACN 081 759 560;(f)
    
    H.I. (Potts Point) Pty Limited ACN 081 089 090;(g)
    
    H.I. (Townsville) Pty Limited ACN 092 002 269;(h)
    
    Centra Victoria Pty Limited ACN 081 122 125.
 Sale Shares and Unitsmeans:
 (a)
    
    all of the shares in each Group Company, together with all rights attaching to
those shares as at Completion, as follows:
 (i)
    
    H.I. (Coogee) Pty Limited ACN 089 606 628;
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(ii)
    
    H.I. (Melbourne) Pty Limited ACN 081 088 959;(iii)
    
    H.I. (Canberra) Pty Limited ACN 096 253 851;(iv)
    
    H.I. (Perth) Pty Limited ACN 081 089 616;(v)
    
    H.I. (Terrigal) Pty Limited ACN 081 759 560;(vi)
    
    H.I. (Potts Point) Pty Limited ACN 081 089 090;(vii)
    
    H.I. (Townsville) Pty Limited ACN 092 002 269;(viii)
    
    Centra Victoria Pty Limited ACN 081 122 125; and
 (b)
    
    all of the units in each Group Trust, together with all rights attaching to
those units as at Completion as follows:
 (i)
    
    HI (Coogee) Trust;(ii)
    
    HI (Canberra) Trust;(iii)
    
    HI (Townsville) Trust;(iv)
    
    HI (Melbourne) Trust;(v)
    
    HI (Perth) Trust;(vi)
    
    HI (Terrigal) Trust; and(vii)
    
    HI (Potts Point) Trust,
 less any of those shares in Centra Victoria Pty Limited converted and bought back as part
of the Vendor Intercompany Debt Assignment Steps.Sale Unitsmeans all of the units in each Group Trust, together with all rights attaching to
those units as at Completion as follows:
 (a)
    
    HI (Coogee) Trust;(b)
    
    HI (Canberra) Trust;(c)
    
    HI (Townsville) Trust;(d)
    
    HI (Melbourne) Trust;(e)
    
    HI (Perth) Trust;(f)
    
    HI (Terrigal) Trust; and(g)
    
    HI (Potts Point) Trust.
 Security Interestmeans an interest in an asset which provides security for, or protects
against default by, a person for the payment or satisfaction of a debt, obligation or
liability including a mortgage, charge, bill of sale, pledge, deposit, lien, encumbrance,
hypothecation, arrangement for the retention of title, option, lease, hire or hire purchase,
restriction as to transfer, use or possession, easement or subordination (excluding a
Permitted Encumbrance).SGA Legislationmeans the Superannuation Guarantee (Administration) Act 1992 (Cth) and the
Superannuation Guarantee (Administration) Regulations.
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Shared Services Agreementmeans the shared services agreement between the Manager and the
relevant Group Company for each of the Properties in the form set out in Schedule 25 of this
Deed.Specified Provisionmeans a Warranty, indemnity or any covenant, undertaking, representation
or warranty provided by the Vendors to the Purchaser pursuant to this Deed and for the
avoidance of doubt includes the indemnities contained in Schedule 18.Stakeholdermeans Jones Lang LaSalle Hotels (NSW) Pty Limited, as Vendors agent.Straddle Yearmeans a Tax Year commencing before but ending after Completion.Taxmeans a tax, levy, charge, impost, deduction, withholding or duty of any nature
(including stamp and transaction duty) including any penalty, interest or similar amounts
charged in relation to any of the foregoing at any time:
 (a)
    
    imposed or levied by any Government Agency; or(b)
    
    required to be remitted to, or collected, withheld or assessed or re-assessed
by, any Government Agency;.
 Tax Demandmeans a Demand or assessment from a Government Agency requiring the payment of
any Tax in respect of which the Vendor may be liable (directly or indirectly) under this
Deed.Tax Reliefmeans any relief, allowance, exemption, exclusion, set-off, deduction, loss,
rebate, refund, right to repayment or credit granted or available in respect of a Tax under
any law.Tax Returnmeans all returns, lodgements and instalments made to a Taxation Authority.Taxable Supplyhas the meaning given in section 195-1 of the A New Tax System (Goods and
Services Tax) Act 1999 (Cth).Taxation Authoritymeans any person or agency authorised by law to impose, collect or
otherwise administer any Tax.Tax Yearsmeans the income year ending on 31 December or other period in respect of which
Income Tax is payable.Transaction Bankmeans the National Australia Bank Limited.Vendor Dutymeans the duty imposed under Part 3 of Chapter 4A of the Duties Act 1997.Vendorsmeans HIHA, HIAT (in its own capacity and in its capacity as trustee for the Holding
Trust) and SPHC and Vendormeans any one of them.Vendors Solicitorsmeans Baker & McKenzie of Level 27, 50 Bridge Street, Sydney NSW 2000.Vendor Groupmeans InterContinental Hotels Group PLC (which has its registered office at 67
Alma Road, Windsor, Berkshire SL4 3HD) and all entities Controlled by InterContinental
Hotels Group PLC but excludes the Group Companies and Group Trusts.Vendor Guaranteed Obligationsmeans the obligations of the Vendors Guarantor as set out in
clause 12.1.Vendor Intercompany Debtmeans the monies owed by the Vendor Group or the Group Companies
and Group Trusts to any of the Group Companies or Group Trusts on the Vendor Intercompany
Debt Repayment Date.
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Vendor Intercompany Debt Assignment Stepsmeans the steps set out in Schedule 21 of this
Deed or such other steps as specified by the Vendors and consented to by the Purchaser, such
consent by the Purchaser not to be withheld so long as the steps achieves the objective of
discharging all of the Vendor Intercompany Debt and the Group Companies and Group Trusts
Intercompany Debt as at the Vendor Intercompany Debt Repayment Date.Vendor Intercompany Debt Repayment Datemeans any date on or before the Completion Date as
reasonably determined by the Vendors.Warrantiesmeans the representations, warranties and covenants made by the Vendors under
clause 8.3 and Warrantymeans any one of them.
 Interpretation
 1.2
    
    In this Deed, unless the context otherwise requires:
 (a)
    
    a reference:
 (i)
    
    to the singular includes the plural and vice versa;(ii)
    
    to a gender includes all genders;(iii)
    
    to a document (including this Deed) is a reference to that
document (including any Schedules and Annexures) as amended, consolidated,
supplemented, novated or replaced;(iv)
    
    to an agreement includes any deed, agreement or legally
enforceable arrangement or understanding whether written or not;(v)
    
    to parties means the parties to this Deed and to a party means
a party to this Deed;(vi)
    
    to a notice means all notices, approvals, demands, requests,
nominations or other communications given by one party to another under or in
connection with this Deed;(vii)
    
    to a person (including a party) includes:
 (A)
    
    an individual, company, other body corporate,
association, partnership, firm, joint venture, trust or Government
Agency;(B)
    
    the persons successors, permitted assigns,
substitutes, executors and administrators; and(C)
    
    a reference to the representative member of the
GST group to which the person belongs to the extent that the
representative member has assumed rights, entitlements, benefits,
obligations and liabilities which would remain with the person if the
person was not a member of a GST group;
 (viii)
    
    to a law:
 (A)
    
    includes a reference to any constitutional
provision, subordinate legislation, treaty, decree, convention,
statute, regulation, rule, ordinance, proclamation, by-law, judgment,
rule of common law or equity or rule of any applicable stock exchange;
and(B)
    
    is a reference to that law as amended,
consolidated, supplemented or replaced; and
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(C)
    
    is a reference to any regulation, rule,
ordinance, proclamation, by-law or judgment made under that law;
 (ix)
    
    to proceedings includes litigation, arbitration, and
investigation;(x)
    
    to a judgement includes an order, injunction, decree,
determination or award of any court or tribunal;(xi)
    
    to time is a reference to Sydney time;
 (b)
    
    headings are for convenience only and are ignored in interpreting this Deed;(c)
    
    a warranty, representation, covenant or obligation given or entered into by
more than one person binds them jointly and severally;(d)
    
    if a period of time is specified and dates from, after or before, a given day
or the day of an act or event, it is to be calculated exclusive of that day;(e)
    
    if a payment or other act must (but for this clause) be made or done on a day
which is not a Business Day, then it must be made or done on the next Business Day;(f)
    
    the words including or includes mean including but not limited to or
including without limitation;(g)
    
    where a word or phrase is defined, its other grammatical forms have a
corresponding meaning; and(h)
    
    this Deed must not be construed adversely to a party solely because that party
was responsible for preparing it
 Payments
 1.3
    
    Unless the context otherwise requires, where an amount is required to be paid to a party
(Receiving Party) by another party (Paying Party) under this Deed, that amount must be paid by
immediately available funds and in a form specified by the Paying Party (such as electronic
wire transfer or bank cheque) to the Receiving Party, or otherwise as set out in the written
direction of the Receiving Party if that written direction is received by the Paying Party
more than 2 Business Days before the date upon which payment of the amount is due.
 2
    
    Shares
 Sale and purchase
 2.1
    
    The Vendors sell and the Purchaser purchases, the Sale Shares and Units, free from all
Security Interests, for the Purchase Price and in accordance with this Deed.
 All of the Sale Shares and Units
 2.2
    
    Neither the Vendors nor the Purchaser will be obliged to complete the purchase of any of the
Sale Shares and Units unless the purchase of all of the Sale Shares and Units is completed
simultaneously.
 Waiver of pre-emption rights
 2.3
    
    The Vendors waive and, prior to Completion, must obtain the waiver from all other relevant
persons, of all restrictions on transfer (including pre-emption rights) that might exist for
the
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Sale Shares and Units, whether under the constitution of each of the Group
Companies, trust deed of each of the Group Trusts or otherwise.
 3
    
    Payment of Deposit, Purchase Price and Adjustment Amount
 Payments on signing
 3.1
    
    Upon signing this Deed:
 (a)
    
    the Purchaser must pay the Deposit to the Stakeholder; and(b)
    
    the parties must direct the Stakeholder to immediately invest the Deposit:
 (i)
    
    in an interest bearing account with the Transaction Bank on 24
hour call;(ii)
    
    in the joint names of the Vendors and the Purchaser; and(iii)
    
    with the Stakeholder named as the sole signatory to the
Deposit Account.
 Release of deposit
 3.2
    
    Subject to clause 3.4, the Deposit and all interest earned on the Deposit is to be dealt with
as follows:
 (a)
    
    on Completion, the parties must direct the Stakeholder to pay the Deposit
together with 50% of the interest credited to the Deposit Account to the Vendors and
the balance of the interest to the Purchaser;(b)
    
    the parties must direct the Stakeholder to pay the Deposit, together with all
interest credited to the Deposit Account, to the Vendors if this Deed is terminated by
the Vendors relying on default by the Purchaser; or(c)
    
    the parties must direct the Stakeholder to pay the Deposit, together with all
interest credited to the Deposit Account, to the Purchaser if this Deed is terminated
by the Purchaser relying on default by the Vendors pursuant to clause 4.5.
 Exclusion of interest
 3.3
    
    Interest earned on the Deposit does not form part of the Purchase Price.
 Deduction of charges
 3.4
    
    No payment may be made to the Vendors and/or the Purchaser under this clause unless all bank
charges and Taxes levied on or payable on the investment and withdrawal of the Deposit have
been deducted.
 Deposit letter
 3.5
    
    On signing this Deed, the Vendors and the Purchaser must sign and deliver the Deposit Letter
to the Stakeholder.
 Release and directions
 3.6
    
    Except as ordered by a court of competent jurisdiction, no payment may be made out of the
Deposit Account except:
 (a)
    
    as provided in clause 3.2; and
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(b)
    
    upon receipt by the Stakeholder of a written direction signed by both parties.
 3.7
    
    Each party agrees to direct the Stakeholder in writing as required to give full effect to the
provisions of this Deed.
 Payment of balance of Purchase Price
 3.8
    
    The Purchaser must pay the Completion Payment Amount to the Vendors at Completion.
 Adjustment Amount
 3.9
    
    The Adjustment Amount will be payable in accordance with the provisions in clause 7.
 Intercompany Amounts
 3.10
    
    The Vendors must pay to the relevant Group Company or Group Trust the Intercompany
Receivables in accordance with the provisions in clause 7.
 3.11
    
    The Purchaser must procure that the relevant Group Company and Group Trust pays to the
Vendors the Intercompany Payables in accordance with the provisions in clause 7.
 4
    
    Conditions
 Conditions
 4.1
    
    Completion is conditional on the consent of the Secretary to the Department of Infrastructure
pursuant the terms of the lease governing Holiday Inn Melbourne at 1-5 Spencer Street,
Melbourne VIC, title reference Volume 10043 Folio 991 to the change of control of Centra
Victoria Pty Limited.
 Reasonable endeavours to fulfil
 4.2
    
    The Vendors must use their reasonable endeavours to fulfil the Condition set out in clause
4.1
 4.3
    
    The Purchaser must provide all information and documents required by the Secretary to the
Department of Infrastructure as notified by the Vendors from time to time.
 Waiver of certain Conditions
 4.4
    
    The Purchaser may in its absolute discretion waive the condition in clause 4.1by notice to
the Vendors on or before Completion.
 Termination for failure of Conditions
 4.5
    
    Subject to the Vendor electing to defer Completion pursuant to clause 6.4 or 6.6, if the
condition in clause 4.1 is not satisfied or waived upon or prior to Completion then either
party may terminate this Deed by notice to the other parties.
 5
    
    Pre-Completion
 Pre-Completion notices
 5.1
    
    At least 10 Business Days before the Completion Date the Purchaser must nominate to the
Vendors in writing:
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(a)
    
    new directors, a new secretary and a new public officer of each of the Group
Companies;(b)
    
    the address of the new registered office of each of the Group Companies; and(c)
    
    the new company names and trust names of each of the Group Companies and Group
Trusts which must not contain any words or expression which refer to any of the Brands
or any words or expression which are similar or may be mistaken to be referring to any
of the Brands and reasonably acceptable to the Vendors.
 Business to be conducted in ordinary course
 5.2
    
    Except as is disclosed in the Disclosure Schedule or as may be required to give effect to or
comply with an express provision of this Deed or any law or regulation or in so far as the
Purchaser has given its written consent (such consent not to be unreasonably withheld or
delayed), until Completion the Vendors will use their reasonable endeavours to ensure that
each Group Company and Group Trust:
 (a)
    
    conducts its Business in the ordinary course and substantially in the same
manner as it was conducted prior to the date of this Deed other than in relation to the
General Managers of each of the Properties whose employment will be terminated by the
Group Companies prior to Completion on terms reasonably acceptable to the Purchaser and
reemployed by an entity within the Vendor Group prior to Completion on at least
substantially the same terms and conditions of employment as those provided by the
relevant Group Company;(b)
    
    without prejudice to the generality of clause 5.2(a), does not:
 (i)
    
    enter into any contract or commitment which involves any
capital expenditure for more than $100,000 per item and $375,000 in aggregate,
in each case exclusive of GST except for any contract or commitment which;
 (A)
    
    is contracted or committed and paid in full by
the relevant Group Company or Group Trust before Completion;(B)
    
    is incurred to carry out emergency repairs (on
such terms as are set out in clause 7.5 of the Australian Management
Contracts as if the Australian Management Contracts were in effect); or(C)
    
    would be consistent with the relevant Group
Companys or Group Trusts capital budget for the financial year ending
30 June 2005 as contained in the Data Room or with the new budgets
agreed between the Purchaser and the Vendors between the date of this
Deed and Completion;
 (ii)
    
    enter into, amend or terminate any agreement or incur any
commitment not in the ordinary course of business which is either not capable
of being terminated without compensation at any time or with 12 months notice
or less or which involves or may involve total annual expenditure in excess of
$100,000;(iii)
    
    acquire, dispose of, or create a Security Interest over any of
the Assets other than acquisitions or disposals in the ordinary course of
business and for less than $150,000;(iv)
    
    distribute or return any capital or declare, approve payment of
or pay any dividend to its members except for any distributions effected for
the purpose
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of distributing taxable income of any one or more of the Group Trusts to a
unitholder of those Group Trusts;(v)
    
    issue or agree to issue any shares, units, options, notes,
debentures or securities which are convertible into shares or units in the
Group Companies or Group Trusts;(vi)
    
    alter any of the Group Companys constitution or Group Trusts
trust deed, or do anything that may result in any breach of any Group Trust or
cause the relevant trustee to lose its right of indemnity from the trust fund,;(vii)
    
    without consulting with the Purchaser, employ any person:
 (A)
    
    where that employment would materially increase
the operating costs of the Group Companies or Group Trusts; or(B)
    
    with an annual remuneration package of more
than $150,000;
 (viii)
    
    except in the ordinary course of business or as disclosed in the Data Room,
terminate, change the terms of employment to a material extent, or pay or
provide any bonus, to any Employee;(ix)
    
    acquire or agree to acquire any share, shares, note, debenture
or other interest (including a contractual interest) in any company,
partnership, trust or other venture;(x)
    
    in relation to any Leased Property, agree any new rent or fee
payable under any lease, tenancy or licence which is material in the context of
the Purchase Price, provided that no such consent shall be required in respect
of any increase in rent payable in respect of any Leased Property pursuant to a
rent review in accordance with the terms of the existing lease;(xi)
    
    settle an insurance claim instituted by or on behalf of a Group
Company or Group Trust, where the sum claimed exceeds $250,000; or(xii)
    
    enter into any guarantee, indemnity or other agreement to
secure any obligation of a third party (excluding obligations of any Group
Company or Group Trust) or create any Security Interest over any of its assets
or undertaking in any such case other that in the ordinary course of business.
 5.2A
    
    The Vendors shall, at least weekly (if feasible), meet with the Purchaser to review and
discuss the conduct and trading results of the Business of each Group Company and Group Trust
and the operation of the hotels forming part of the Vendors Business and to discuss the
ongoing conduct of the Business and the hotels in accordance with clause 5.2.5.2AA
    
    The Vendors and Purchaser shall establish a liaison committee to be made up of appropriate
persons nominated by them. The role of the liaison committee will be to: facilitate the
Vendors and Purchaser liaising in respect of, and a smooth transition on, the sale of the Sale
Shares and Units; work together towards an orderly Completion (including the preparation of
Adjustments Statements and other necessary documentation and information); and allow the
Purchaser to become familiar with the Businesses. The Vendors and the Purchaser agree to use
their best commercial endeavours to procure that the committee adequately performs its role.5.2B
    
    The Vendors will provide the Purchaser access to the Data Room between the date of this Deed
and the date of Completion.
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Obligations of Vendors on Completion
 5.3
    
    If, before Completion, the Purchaser becomes aware of a breach by the Vendors of clause 5.2
then the Purchaser shall:
 (a)
    
    promptly notify the Vendors and provide reasonable details of the breach; and(b)
    
    if the breach is capable of remedy, not make any claim in respect of that
breach or take any other action against the Vendors under this Deed in respect of that
breach without first giving the Vendors at least 20 Business Days to remedy the breach.
For the avoidance of doubt, there is no obligation on the Vendors to remedy any such
breach after being notified of the breach pursuant to clause 5.3(a). If any part of
that 20 Business Day period falls after Completion, the Vendors may have access to any
of the Properties during that part of the period:
 (i)
    
    for the purposes of remedying the relevant breach; and(ii)
    
    if it complies with the Purchasers reasonable requirements in
relation to access to the Properties and the remedying of the breach; and
 (c)
    
    if the breach is not capable of remedy or if the Vendors have not remedied the
breach within the time period specified in clause 5.3(b), any claim in respect of that
breach will be treated as a warranty claim under clause 8 of this Deed.
 Insurance Policies
 5.4
    
    The Vendors shall, and shall procure that each Vendor Group member and each Group Company or
Group Trust shall continue in force all policies of insurance maintained by them in respect of
the Group Company, Group Trust, Properties and the Business until Completion and will have the
interest of the Purchaser noted on each such policy of insurance. For the avoidance of doubt,
the Vendors shall pay, and shall procure that each Vendor Group member and each Group Company
or Group Trust pays, all premiums falling due for payment prior to Completion in respect of
the Insurance Policies when due. Up to Completion, the Vendor will not vary the terms of any
Insurance Policy or replace any Insurance Policy with another policy of insurance unless the
terms of the new policy are at least equivalent to the terms of the relevant Insurance Policy.
 5.5
    
    Subject to clause 5.7, the Insurance Policies will cease to apply to or cover the Group
Company or Group Trust or the Businesses immediately following Completion except as otherwise
provided under the Australian Management Contracts.5.6
    
    From Completion:
 (a)
    
    in respect of any Insurance Policy which is a claims made basis policy:
 (i)
    
    no Vendor Group member will be required to provide or make
available to any Group Company or Group Trust any insurance coverage under any
such policy; and(ii)
    
    the cessation of the application of or coverage under the Insurance Policies will, subject
to the terms of the relevant policy, be without prejudice to any accrued claims notified to the
relevant insurer which are pending at Completion; and
 (b)
    
    in respect of any occurrence basis policy, the Group Company or Group Trust shall
continue to benefit from the policy, subject to the terms of the relevant policy, in
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relation to events occurring prior to Completion but in respect of which no claim has
yet arisen at the time of Completion.
 5.7
    
    The Vendors and the Purchaser agree that any claims made under any of the Insurance Policies
in respect of any Group Company or Group Trust shall be administered and collected by the
Vendors (or by a claims handler appointed by the Vendors) on behalf of the Group Company or
Group Trust in question. The Vendors will consult with and seek the consent of the Purchaser
in relation to settling any claim. The Purchaser shall, and shall procure that each Group
Company or Group Trust in question shall:
 (a)
    
    cooperate fully with the Vendors to enable the Vendors to comply with the
reasonable requirements of the relevant insurer; and(b)
    
    provide such information, assistance and access to Employees (or their
successors) as the Vendors may reasonably require in connection with any such claim.
 Any monies and other benefits received by the Vendors as a result of such claims shall be
paid over or provided to the Purchaser for the benefit of the Group Company or Group Trust
in question, net of all reasonable costs and expenses of recovery (including all reasonable
handling and collection charges by any claims handler appointed by the Vendors).5.8
    
    In respect of all claims under the Insurance Policies referred to in clause 5.7 which are
notified to insurers prior to Completion and all claims subsequently brought under any
Insurance Policy which relates to a Group Company or Group Trust, the Vendors and the Vendor
Group:
 (a)
    
    shall be responsible for the deductible on each relevant Insurance Policy; and(b)
    
    will not be entitled to seek reimbursement of such deductible from the
Purchaser.
 5.9
    
    Clause 5.6 to 5.9 is a continuing obligation and will not merge or be extinguished on
Completion or termination of this Deed.
 Vendor Intercompany Debt
 5.10
    
    Notwithstanding any other provision hereof, on the Vendor Intercompany Debt Repayment Date,
the Vendors must procure that the Vendor Intercompany Debt Assignment Steps are taken by the
relevant Vendor Group members and the relevant Group Companies and Group Trusts and that the
Vendor Intercompany Debt and the Group Companies and Group Trusts Intercompany Debt is
discharged.
 5.11
    
    The Purchaser acknowledges and agrees that the number of Sale Shares on the date of this
Agreement may be reduced by the Vendor Intercompany Debt Assignment Steps.
 5.11A
    The Purchaser (as shareholder of the Group Companies and unitholder of the Group Trusts)
will not and will procure that each Group Company and Group Trust (as relevant) provide an
adequate acknowledgement to HIHA that it will not seek repayment of any receivables assigned
under the Vendor Intercompany Debt Assignment Steps.
 Damage or Destruction
 5.12
    
    If before Completion any of the Assets or the Properties are damaged, destroyed or otherwise
affected, or a Group Company or a Group Trust incurs a Liability or a Loss:
 (a)
    
    to a degree that materially and adversely affects the conduct or profitability
of any Business or any of the Sale Shares and Units; and(b)
    
    by Completion the Vendors have not adequately replaced or repaired the Assets
or the Properties affected or the Purchaser has not received or is not satisfied that
it will
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promptly receive sufficient compensation under any Insurance Policy to cover
the Purchasers, the Group Companys or the Group Trusts loss suffered,
 then the Purchaser may elect to:
 (c)
    
    make an appropriate adjustment to the Purchase Price as agreed between the
Vendors and the Purchaser to sufficiently compensate the Purchaser, the Group Company
or the Group Trust for its loss suffered, or failing agreement, as determined by an
Expert in accordance with clauses 7.8, 7.11 and 7.12; or(d)
    
    otherwise vary the terms of this Deed, other than removing any of the Sale
Shares and Units from the sale and as agreed by the Vendors and the Purchaser.
 Purchasers access prior to Completion
 5.13
    
    The Vendors must between the date of this Deed and Completion on receiving reasonable notice
from the Purchaser:
 (a)
    
    provide or ensure the provision of all information and assistance which may
reasonably be requested by the Purchaser; and(b)
    
    permit representatives of the Purchaser to have access to and take extracts
from or copies of any books, correspondence, accounts or other records relating to the
Businesses or the Properties in the Vendors possession or control or the possession or
control of the Group Companies,
 for the purpose of the Purchasers review of the accounts and financial statements of the
Group Companies and Group Trusts, provided that such access and assistance does not
unreasonably interfere with the conduct of the Businesses.
 6
    
    Completion
 Time and place of Completion
 6.1
    
    Completion must:
 (a)
    
    take place at the offices of the Vendors Solicitors on the Completion Date, or
at such other place as the parties may agree; and(b)
    
    take place contemporaneously with completion of the NZ Sale Contract.
 Obligations of Purchaser on Completion
 6.2
    
    On Completion the Purchaser must:
 (a)
    
    pay the Completion Payment Amount to the Vendors;(b)
    
    open new bank accounts for each of the Group Companies and Group Trusts;(c)
    
    enter into the Portfolio Side Agreement and cause the Purchaser Guarantor to
enter into the Portfolio Side Agreement;(d)
    
    cause the relevant Group Companies to enter into the Australian Management
Contracts, Australian Non Disturbance Deeds and the Shared Services Agreements; and(e)
    
    cause the relevant financier(s) to enter into the Australian Non Disturbance
Deeds.
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Obligations of Vendors on Completion
 6.3
    
    At Completion the Vendors must:
 (a)
    
    make available by leaving at the Properties or deliver to the Purchaser:
 (i)
    
    proper transfers of the Sale Shares and Units duly executed by
the registered holders in favour of the Purchaser, together with the share
certificates and/or unit certificates (as the case may be) for the Sale Shares
and Units;(ii)
    
    all waivers or consents which the Purchaser may reasonably
require to enable the Purchaser to be registered as holders of the Sale Shares
and Units;(iii)
    
    all of the following for each of the Group Companies:
 (A)
    
    a copy of the constitution;(B)
    
    the common seal except for H.I.(Coogee) Pty
Limited;(C)
    
    the Books and Records;(D)
    
    any Confidential Information in respect of the
relevant Group Company in the possession or control of the Vendors or
the Group Companies;(E)
    
    the certificates of incorporation;(F)
    
    originals or copies of certificates of
registration of the Business Names;(G)
    
    certificates of title for the Freehold
Properties (except in relation to Holiday Inn Townsville Title
Reference 50359886) and the Crowne Plaza Canberra;(H)
    
    executed originals to the extent available or
copies of the Contracts listed in Schedule 13; and(I)
    
    originals or copies of the executed leases for
Holiday Inn Melbourne,
 (iv)
    
    all of the following for each of the Group Trusts:
 (A)
    
    the original executed trust deed or a copy
thereof; and(B)
    
    the Books and Records; and
 (v)
    
    the executed resignations of each of the directors of the Group
Companies, the secretary or secretaries of the Group Companies and public
officers of the Group Companies in the form set out in Schedule 14, effective
from the close of the meetings referred to in clause 6.3(c);
 provided, however, that in relation to items referred to in paragraphs (iii) and
(iv) above (together Records):
 (vi)
    
    Purchaser recognises that certain Records may relate primarily
to the Vendor Group generally rather than specifically to the Group Companies
or Group Trusts and that the Vendors may retain such Records and will provide
copies of the relevant portions to the Purchaser;
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(vii)
    
    Vendors may retain all Records prepared in connection with the
sale of the Sale Shares and Units, including bids received from other parties
and analyses relating to the Group Companies or Group Trusts; and(viii)
    
    Vendors may retain any Tax returns, reports or forms other than returns,
reports or forms that relate solely to the Group Companies or the Group Trusts,
and, on request, Purchaser will be provided with copies or extracts of such
returns, reports or forms only to the extent they relate to separate returns or
separate Tax liability of any of the Group Companies or Group Trusts;
 (b)
    
    cause a meeting of directors of each Group Company in its personal capacity to
be held and obtain at the meeting, subject to payment of stamp duty (if any):
 (i)
    
    the approval of the registration of the transfers of the Sale
Shares;(ii)
    
    the cancellation of the existing certificates for the Sale
Shares; and(iii)
    
    the issue of new certificates for the Sale Shares in favour of
the Purchaser;
 (c)
    
    for each of the Group Trusts, cause a resolution of the unitholders to be
passed consenting to the transfer of the Sale Units to the Purchaser in accordance with
the provisions of each Group Trusts trust deed;(d)
    
    for each of the Group Trusts, cause a meeting of directors of the relevant
Group Company in its capacity as trustee of the relevant Group Trust to be held and
obtain at the meeting, (in accordance with the provisions of each Group Trusts trust
deed):
 (i)
    
    the approval of registration of the transfers of the Sale
Units;(ii)
    
    the cancellation of the existing certificate for the Sale
Units; and(iii)
    
    the issue of a new certificate for the Sale Units in favour of
the Purchaser;
 (e)
    
    cause a meeting of directors of each Group Company or a meeting of members of
each Group Company (as applicable) to be held and obtain at the meeting:
 (i)
    
    the appointment of those persons nominated under clause 5.1(a)
as directors, secretary and public officer of the Group Companies and who have
consented in writing to act as directors, secretary and public officer
respectively;(ii)
    
    the acceptance of the resignations of directors and secretaries
and public officer received under clause 6.3(a)(v);(iii)
    
    the closure of the Group Companies and Group Trusts bank
accounts ; and(iv)
    
    the change in the name of the Group Companies (and the name of
the Group Trusts of which the Group Companies are a trustee) to a name
reasonably acceptable to the Vendors;
 (f)
    
    procure that SC Hotels & Resorts (Australia) Pty Ltd (a subsidiary of HIHA)
transfers and does all things necessary to facilitate the transfer of the business
names noted in Schedule 6 as being owned by SC Hotels & Resorts (Australia) Pty Ltd to
the relevant Group Company;(g)
    
    cause the termination of the Royalty Agreements;(h)
    
    cause the Manager to execute to the Australian Management Agreements,
Australian Non Disturbance Deeds, Shared Services Agreement and the Portfolio Side
Agreement; and
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(i)
    
    cause SC Hotels & Resorts (Australia) Pty Limited to execute the Portfolio Side
Agreement.
 Non compliance
 6.4
    
    If, despite the Vendors best endeavours, the Vendors have not complied with any of the
provisions of this clause 6 on the Completion Date, the Vendors may at their option, defer
Completion for up to 3 months after 31 October 2005 (in which case the provisions of this
clause 6.4 will apply to the deferred Completion).
 6.5
    
    If either party has not complied with any of the provisions of this clause 6 on the
Completion Date and the Vendors have not made the election to extend Completion pursuant to
clause 6.4, the other party may at its option:
 (a)
    
    proceed to Completion so far as is practical without affecting its rights under
this Deed; or(b)
    
    terminate this Deed by notice to the non-complying party.
 Defer Completion
 6.6
    
    The Vendors may, at their option and on more than one occasion by notice in writing to the
Purchaser, defer Completion for up to 3 months after 31 October 2005 (in which case the
provisions of this clause 6.6 will apply to the deferred Completion).
 7
    
    Adjustment Statement and Intercompany Receivables and Payables
 Cash float
 7.1
    
    Prior to Completion, the Vendors may remove all cash from the Cash float, provided that 2
weeks prior to Completion, the Vendors have given to the Purchaser an estimate of the Cash
float to be removed on Completion.
 Adjustment Statement
 7.2
    
    The Vendors shall procure that as soon as practicable, but in any event within 60 Business
Days following Completion, the preparation of the Adjustment Statement in accordance with
Schedule 4 and provide a copy to the Purchaser.
 7.3
    
    The Purchaser must, in connection with the preparation of the Adjustment Statement:
 (a)
    
    provide or ensure the provision of all information and assistance which may
reasonably be requested by the Vendors; and(b)
    
    permit representatives of the Vendors to have access to and take extracts from
or copies of any books, correspondence, accounts or other records relating to the
Properties in the Purchasers possession or control or the possession or control of the
Group Companies.
 7.4
    
    The cost of preparing the Adjustment Statement will be borne equally by the Purchaser and the
Vendors.
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Dispute
 7.5
    
    If the Purchaser disputes the correctness of the Adjustment Statement, the Purchaser may
within 10 Business Days of receiving the Adjustment Statement issue a Dispute Notice to the
Vendors setting out in reasonable detail the basis of the dispute.
 7.6
    
    The parties must negotiate in good faith to resolve any dispute within 10 Business Days after
the issue of a Dispute Notice.
 7.7
    
    If the dispute is not resolved under clause 7.6, the remaining matters in dispute must be
promptly referred by the parties to the Expert for determination.
 7.8
    
    The parties must appoint the Expert, which must be an independent firm of chartered
accountants selected by agreement between the parties or, failing agreement within 14 Business
Days of any party issuing a Dispute Notice, as selected by the President for the time being of
the Institute of Chartered Accountants of Australia.
 7.9
    
    The Expert must be directed by the parties to determine any matter in dispute as soon as
practicable but in any case within 20 Business Days of its appointment by:
 (a)
    
    applying the principles set out in Schedule 4;(b)
    
    having regard to any written submissions made to the Expert by the parties or
their representatives within 5 Business Days of the appointment of the Expert;(c)
    
    making such enquiries or inspections as the Expert considers in its absolute
discretion to be necessary; and(d)
    
    determining the form and content of the Adjustment Statement and the amount of
the Actual Adjustment Amount and providing notice of its determination to all parties.
 7.10
    
    The determination of the Expert as to the matters in dispute, the form and content of the
Adjustment Statement, and the amount of the Actual Adjustment Amount will (in the absence of
manifest error) be final and binding on the parties.
 7.11
    
    In making its determination the Expert will act as an expert and not as an arbitrator.7.12
    
    The costs of the Expert shall be borne equally by the Purchaser and the Vendors.
 Adjustment
 7.13
    
    If:
 (a)
    
    the Actual Adjustment Amount as shown in the Adjustment Statement:
 (i)
    
    is an adjustment in favour of the Purchaser of less than
$2,787,061then the Purchaser will pay an amount to the Vendors equal to
$2,827,061 less the Actual Adjustment Amount; or;(ii)
    
    is an adjustment in favour of the Vendors then the Purchaser
will pay an amount to the Vendors equal to $2,827,061 plus the Actual
Adjustment Amount;
 (b)
    
    the Actual Adjustment Amount as shown in the Adjustment Statement is an
adjustment in favour of the Purchaser greater than $2,867,061 then the Vendors will pay
an amount to the Purchaser equal to the excess of the Actual Adjustment Amount over
$2,827,061;
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(c)
    
    a Dispute Notice is not issued by the Purchaser in accordance with clause 7.5
then the payment under clause 7.13(a) or 7.13(b) shall be made within 15 Business Days
after the date that the Purchaser received the Adjustment Statement and if a Dispute
Notice is issued then the payment under clause 7.13(a) or 7.13(b) shall be made within
5 Business Days of the date that the Expert makes its determination pursuant to clause
7.9.
 Intercompany Debt
 7.14
    
    The Vendors must procure that the relevant Vendor Group member repay the Intercompany
Receivable.
 7.15
    
    The Purchaser must procure that the relevant Group Company or Group Trust repays the
Intercompany Payable.
 7.16
    
    If a Dispute Notice is not issued by the Purchaser in accordance with clause 7.5 then the
payment under clause 7.14 and/or 7.15 shall be made within 15 Business Days after the date
that the Purchaser received the Adjustment Statement and if a Dispute Notice is issued then
the payment under clause 7.14 and/or 7.15 shall be made within 5 Business Days of the date
that the Expert makes its determination pursuant to clause 7.9.
 8
    
    Warranties and indemnity
 As is condition
 8.1
    
    Except as provided for in this Deed, the Businesses and the Assets are held by the Group
Companies and Group Trusts:
 (a)
    
    in their state of repair and condition; and(b)
    
    subject to the Contracts,
 in each case as at the date of this Deed.
 8.2
    
    Other than as allowed under, or for a breach of, this Deed, the Purchaser shall not make any
claim, objection or requisition against the Vendors or rescind or terminate this Deed in
respect of:
 (a)
    
    the condition of the Businesses or the Assets, including without limitation,
the Properties; or(b)
    
    the terms of any Contract or any breach of any Contract by a party other than a
Group Company or Group Trust.
 Vendors Warranties and Indemnities
 8.3
    
    Each of the Vendors represent, warrant and covenant to the Purchaser that each statement
contained in Schedule 2 is true, accurate and not misleading as at the date of this Deed and
on Completion (except where a warranty refers only to one of those dates or to another
specific date, that warranty is given only at that date).
 8.4
    
    Any Warranty qualified by the expression to the best of the Vendors knowledge or any
similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge
of those persons set out in column (1) of Schedule 15 and the knowledge that such persons
ought reasonably to have, after making all due and careful enquiries, in each case in relation
to those Vendors Warranties set out against each such persons name in column (3) of Schedule
15.
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The Vendors warrant that each person referred to in Schedule 15 is qualified to comment on
and has the necessary knowledge, skills and experience to give evidence of the Vendors
knowledge in respect of the relevant item.
 Purchasers Warranties
 8.5
    
    The Purchaser and the Purchaser Guarantor each represent, warrant and covenant to and with
the Vendors that each of the statements set out in Schedule 3 is true, accurate and not
misleading as at the date of this Deed and on Completion (except where a warranty refers only
to one of those dates or to another specific date, that warranty is given only at that date).
 Other Warranties and conditions excluded and Statutory Actions
 8.6
    
    Except as expressly set out in this Deed, all terms, conditions, warranties and
statements (whether express, implied, written, oral, collateral, statutory or
otherwise) are excluded to the maximum extent permitted by law and, to the extent
they cannot be excluded, the Vendors disclaim all Liability in relation to them to
the maximum extent permitted by law.
 (b)
    
    To the maximum extent permitted by law, and without limiting any right to sue
for breach of contract under this Deed including clause 8.3, the Purchaser shall not
make, and waives any right it may have to make, any claim against the Vendors or any of
their directors, officers, employees, agents or advisers (including any director,
partner, officer or employee of any adviser):
 (i)
    
    under section 52 of the Trade Practices Act 1974 (Cth), section
12DA of the Australian Securities and Investment Commission Act 2001 or Part
7.10 of the Corporations Act or the corresponding provision of any state or
territory enactment;(ii)
    
    under any similar provision of any other enactment in any other
jurisdiction; or(iii)
    
    in relation to any common law claim for misrepresentation,
misstatement or mistake except to the extent arising from fraud,
 in respect of the Sale or any other matters which are the subject of this Deed
(including the Warranties) or the Disclosure Materials.
 Disclosures
 8.7
    
    The Purchaser acknowledges the Warranties are given subject to, all matters:
 (a)
    
    fairly disclosed in the Disclosure Schedule;(b)
    
    fairly disclosed in the Disclosure Materials;(c)
    
    to the extent to which there is an adequate allowance, provision or reserve in
the Accounts;(d)
    
    in the public domain which the Purchaser would have found if it made reasonable
inquiries in respect of the Businesses of major Australian newsprint reports over the
past 6 months;(e)
    
    which would be revealed by a search of any public records held by, or by making
enquiries of, any Government Agency including the Australian Securities & Investments
Commission;
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(f)
    
    which would have been apparent from:
 (i)
    
    an inspection of the Group Companys or Group Trusts Books and
Records contained in the Data Room; and(ii)
    
    the actual physical inspection of the Assets by the Purchaser,
conducted between 9 to 15 July 2005 (inclusive),
 provided that clauses 8.7(a), (b) and (f)(i) do not apply in respect of the Warranties in
Schedule 2 paragraphs 5.1  5.3 (inclusive).
 Conditions of payment and Claims for breach
 8.8
    
    Despite any other provision of this Deed, each of the following applies in respect of this
Deed.
 (a)
    
    The Vendors are not liable to make any payment (whether by way of damages or
otherwise) for any breach of any Specified Provision unless a Claim is made in writing
by the Purchaser against the Vendors:
 (i)
    
    in the case of any claim under paragraph 25 of Schedule 2 (tax
warranties) and/or paragraph 5 of Schedule 18 (tax indemnities), within 6 years
after the Completion Date; and(ii)
    
    in the case of any other claim, within 18 months after the
Completion Date.
 (b)
    
    The maximum aggregate amount that the Purchaser may recover from the Vendors
(whether by way of damages or otherwise) in respect of all breaches of the Specified
Provisions is:
 (i)
    
    in the case of any warranty or indemnity in relation to any
Tax, the Purchase Price;(ii)
    
    in the case of any claim under paragraphs 1, 2, 3, 4, 5, 6,
9.1, 9.2 and 9.4(a) of Schedule 2, the Purchase Price; and(iii)
    
    in the case of any other claim, 25% of the Purchase Price.
 (c)
    
    The Vendors are not liable to make any payment (whether by way of damages or
otherwise) for breach of any Specified Provision in respect of any individual claim (or
a series of claims arising from an event or substantially similar circumstances) where
the amounts finally adjudicated or agreed against the Vendors (disregarding the
provisions of this clause 8.8(c)) in respect of any such claim or series of claims does
not exceed $250,000. Where the liability agreed or determined in respect of any such
claim or series of claims exceeds $250,000, the Vendors will be liable for the amount
of the claim or series of claims as agreed or determined and not merely for the excess.
For the purpose of calculating whether the $250,000 amount referred to in this clause
has been exceeded, all claims in relation to Tax will be taken to constitute a single
individual claim for an amount which is equal to the total of all amounts adjudicated
or agreed against the Vendors in relation to Tax, calculated on a cumulative basis
throughout the period referred to in clause 8.8(a)(i).(d)
    
    The Vendors are not liable to make any payment (whether by way of damages or
otherwise) for any breach of any Specified Provision in respect of any claim unless the
total of all amounts finally adjudicated or agreed against the Vendors (disregarding
the
provisions of this clause 8.8(d)) in respect of breaches of Specified Provision
exceeds $2,000,000. Where the liability agreed or determined in respect of all
claims exceeds
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$2,000,000, the Vendors will be liable for the aggregate amount of
all claims as agreed or determined and not merely for the excess.(e)
    
    The Vendors Liability in respect of any breach of any Specified Provision will
be reduced or extinguished (as the case may be) to the extent that the breach has
arisen as a result of any act or omission on or after Completion by or on behalf of the
Purchaser.(f)
    
    The Vendors Liability in respect of any breach of any Specified Provision will
be reduced or extinguished (as the case may be) to the extent that the breach has
arisen as a result of any act or omission by or on behalf of the Vendors where the
Purchaser has requested in writing that act or omission.(g)
    
    If after the Vendors have made any payment to the Purchaser for any breach of
any Specified Provision the Purchaser Group receives any benefit or credit by reason of
matters to which the breach relates (including a Tax benefit or credit) then if the
Purchaser has been fully compensated for the whole of the Loss it suffers (Purchasers
Loss), the Purchaser must immediately repay to the Vendors a sum corresponding to the
amount of the payment made by the Vendors to the Purchaser but only to the extent that
any payment from the Vendors when added to any other payment received by the Purchaser
in respect of the Purchasers Loss is in excess of the amount of the Purchasers Loss.(h)
    
    The Vendors will not be liable to make any payment (whether by way of damages
or otherwise) for any breach of any Specified Provision:
 (i)
    
    where the breach is as a result of any legislation not in force
at the date of this Deed including legislation which takes effect
retrospectively;(ii)
    
    where the breach is as a result of or in respect of a change in
the judicial interpretation of the law in any jurisdiction after the date of
this Deed;(iii)
    
    where the breach is as a result of or in respect of a change
in the administrative practice of any Government Agency after the date of this
Deed including any change which takes effect retrospectively;(iv)
    
    without limiting clause 8.8(g), to the extent that the
Purchaser Group is actually indemnified against, or otherwise recovers from a
person other than the Vendors in respect of any loss or damage arising out of
the breach whether by way of contract, indemnity or otherwise; or(v)
    
    for any indirect, consequential or economic loss or loss of
profit or revenue, however arising.
 (i)
    
    The Vendors are not liable under a Claim in relation to a Specified Provision
if:
 (i)
    
    all of the Group Companies and Group Trusts have ceased to be
wholly owned by a member of the Purchaser Group; or(ii)
    
    all of the Businesses, have ceased to be owned and controlled
by a member of the Purchaser Group.
 Acknowledgments
 8.9
    
    The Purchaser acknowledges and agrees that:
 (a)
    
    except as expressly set out in this Deed, neither the Vendors nor any person
acting on behalf of or associated with the Vendors has made any representation, given
any advice or given any warranty or undertaking, promise or forecast of any kind in
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relation to the Sale Shares and Units, the Group Companies, the Group Trusts, any of
the Properties, or this Deed;(b)
    
    without limiting paragraph (a), and except as expressly set out in this Deed
and in the Accounts, no representation, no advice, no warranty, no undertaking, no
promise and no forecast is given in relation to:
 (i)
    
    any economic, fiscal or other interpretations or evaluations by
the Vendors or any person acting on behalf of or associated with the Vendors or
any other person;(ii)
    
    future matters, including future or forecast costs, prices,
revenues or profits; or(iii)
    
    the principles to be applied by any Government Agencies with
respect to the regulation of the hotel industry and, in particular, matters
affecting revenue, prices and charges and service levels.
 8.10
    
    The Purchaser acknowledges and agrees that without limiting clause 8.9, and except for the
statements made in Schedule 2 and in this Deed, no statement or representation made by the
Vendors:
 (a)
    
    has induced or influenced the Purchaser to enter into this Deed or agree to any
or all of its terms;(b)
    
    has been relied on in any way as being accurate by the Purchaser;(c)
    
    has been warranted to the Purchaser as being true; or(d)
    
    has been taken into account by the Purchaser as being important to the
Purchasers decision to enter into this Deed or agree to any or all of its terms.
 8.11
    
    The Purchaser acknowledges and agrees that it has competently and diligently carried out an
investigation and has examined and acquainted itself concerning all available information
which is relevant to the risks, contingencies and other circumstances which could affect its
decision to enter into this Deed. Each of the Vendors and the Purchaser confirms and
acknowledges that as at the date of this Deed nothing has come to their attention which would
constitute a breach of the representations, warranties or covenants made by the Vendors in
this Deed.
 Insurance
 8.12
    
    [Intentionally Deleted]8.13
    
    [Intentionally Deleted]
 Restructure of the Purchaser Group or change in accounting policies
 8.14
    
    The Vendor will not be liable for any breach of any Specified Provision to the extent that
the breach would not have arisen but for any restructure or change in ownership of the
Purchaser Group on or after Completion or any change in the accounting policies and changes in
tax practices (in a manner consistent with clause 2.1 of Schedule 18) of the Purchaser Group
on or after Completion.
 Reduction of Purchase Price
 8.15
    
    Any monetary compensation received by the Purchaser from the Vendors as a result of any
breach by the Vendor of any Specified Provision will be in reduction and refund of the
Purchase Price.
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Remedies for breach of Specified Provision
 8.16
    
    The Purchaser acknowledges that its sole remedy for a breach of a Specified Provision is
damages other than specific performance of obligations.
 No Liability where breach
 8.17
    
    Without limiting the operation of any other provision of this Deed, the Vendors Liability in
respect of any breach of any Specified Provision will be reduced or extinguished to the extent
the Vendors Liability has arisen as a result of any breach by the Purchaser of any provision
of this Deed.
 Mitigation of Losses
 8.18
    
    The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance
is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to
a liability in respect of any claim under this Deed.
 Limitation in relation to Tax
 8.19
    
    The Vendors are not liable under a Claim for any Loss arising from any matter or circumstance
set out in clause 2 of Schedule 18 and clause 1.2(b) of Schedule 18 applies to the Purchaser
as if set out in full in this Deed.
 Indemnification by Purchaser
 8.20
    
    [Intentionally Deleted]
 8.21
    
    Following Completion, the Purchaser agrees to indemnify the Vendor Group and its officers,
directors, employees and agents and hold them harmless from the liabilities set out in
paragraph 3 of Schedule 18.
 8.22
    
    The Purchaser and the Purchasers Guarantor shall indemnify the Vendors and the Vendor Group
and its officers, directors, employees and agents and hold them harmless against any
Liabilities, Loss, cost, damage and expense incurred by the Vendor or the Vendor Group in
connection with any Claim against the Vendor or the Vendor Group to the extent that the Claim
arises from or is connected with any breach by a Purchaser or the Purchasers Guarantor of any
warranty of the Purchaser set out in Schedule 3 or of any other term of this Deed.
 Indemnification by Vendor
 8.23
    
    Following Completion, the Vendors shall indemnify the Purchaser Group and its officers,
directors, employees and agents and hold them harmless from the liabilities set out in
paragraph 5 of Schedule 18.
 8.24
    
    The Vendors shall indemnify the Purchaser and the Purchaser Group and its officers,
directors, employees and agents and hold them harmless against any Liabilities, Loss, cost,
damage and expense incurred by the Purchaser or the Purchaser Group in connection with:
 (a)
    
    any Claim against the Purchaser or the Purchaser Group to the extent that the
Claim arises from or is connected with any breach by a Vendor of any Specified
Provision or of any other term of this Deed; and(b)
    
    the restructure of the Vendor Group prior to Completion including the Vendor
Intercompany Debt Assignment Steps and the discharge of the Vendor Intercompany Debt
and the Group Companies and Group Trusts Intercompany Debt.
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9
    
    Claims
 Notification of Potential Claims
 9.1
    
    If the Purchaser or any member of the Purchaser Group becomes aware of any fact, matter or
circumstance that gives rise to a claim against the Vendors under this Deed, the Purchaser
must as soon as reasonably practicable and in any event within 60 Business Days, give a notice
in writing to HIHA setting out such information and supplying copies of all relevant
correspondence as the Purchaser or other member of the Purchaser Group (acting reasonably)
determines is reasonably necessary to enable the Vendors to assess the merits of the claim
provided that no information prejudicial to the interests of the Purchaser Group need be
disclosed.9.2
    
    Failure to give notice within such period shall not affect the rights of the Purchaser.
 Notification of Claims under this Deed
 9.3
    
    Notices of claims against the Vendors under this Deed must be given by the Purchaser to the
Vendors within the time limits specified in clause 8.8(a), specifying in reasonable detail the
legal and factual basis of the claim and may include (in the Purchasers discretion) the
evidence on which the Purchaser relies and, if practicable, an estimate of the amount of
Losses which are, or are to be, the subject of the claim (including any Losses which are
contingent on the occurrence of any future event).
 9.4
    
    Notwithstanding clause 9.3 if:
 (a)
    
    the Purchaser or any Purchaser Group member lodges a claim under the terms of
any insurance policy of or applicable to the Purchaser or the Purchaser Group member
(Insurance Claim); and(b)
    
    pursues and conducts the Insurance Claim with due diligence (to the standard of
a reasonable insured who would receive the benefit of any payment under the insurance
policy),
 then the time during which the Insurance Claim is being conducted by the Purchaser will not
be counted towards the calculation of the time limit specified in clause 8.8(a) during which
the Purchaser must commence legal proceedings under clause 8.8(a).
 Commencement of Proceedings
 9.5
    
    Any claim notified pursuant to clause 9.3 will (if it has not been previously satisfied,
settled or withdrawn) be deemed to be irrevocably withdrawn 9 months after the notice is given
pursuant to clause 9.3 or in the case of any contingent liability, 9 months after such
contingent liability becomes an actual liability and is due and payable unless legal
proceedings in respect of it:
 (a)
    
    have been commenced by being both issued and served; and(b)
    
    are being continue to be pursued with reasonable diligence.
 Investigation by the Vendors
 9.6
    
    In connection with any matter or circumstance that may give rise to a claim against the
Vendors under this Deed:
 (a)
    
    the Purchaser will allow subject to the Purchasers rights and preservation of
legal privilege, and must procure that the relevant Purchaser Group member allows, the
Vendors and their financial, accounting or legal or other advisers to reasonably
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investigate (including reasonable physical inspections of the Properties) the matter or
circumstance alleged to give rise to a claim and whether and to what extent any amount
is payable in respect of such claim; and(b)
    
    the Purchaser must disclose to the Vendors material of which the Purchaser is
aware which relates to the claim and shall, and may procure that any other relevant
members of the Purchaser Group shall, give, subject to their being paid all reasonable
costs and expenses, such information and assistance, including access to premises and
personnel, and the right to examine and copy or photograph any assets, accounts,
documents and records, as the Vendors or their financial, accounting or legal advisers
may reasonably request.(c)
    
    The Vendors agree to keep all such information provided to it under this clause
9.6 confidential and to use it only for the purpose of investigating and defending the
claim in question.
 Conduct of Third Party Claims
 9.7
    
    If the matter or circumstance that may give rise to a claim against the Vendors under this
Deed is a result of or in connection with a claim by or liability to a third party then:
 (a)
    
    subject to the Vendors indemnifying the Purchaser or the relevant member of the
Purchaser Group concerned against all Losses and Liabilities to the reasonable
satisfaction of the Purchaser or the relevant member of the Purchaser Group, the
Purchaser must, or the Purchaser must procure that any other member of the Purchaser
Group takes such action as the Vendors may reasonably request to avoid, dispute, deny,
defend, resist, appeal, compromise or contest such claim;(b)
    
    the Vendors will be entitled to at their own expense and in their absolute
discretion, but subject to consultation with the Purchaser and with the consent of the
Purchaser, to take such action as they shall deem necessary to avoid, dispute, deny,
defend, resist, appeal, compromise or contest such claim or liability (including,
without limitation, making counterclaims or other claims against third parties) in the
name of and on behalf of the Purchaser or other member of the Purchaser Group concerned
and to have the conduct of any related proceedings, negotiations or appeals provided
that the Vendors in exercising its rights under this clause must have reasonable regard
to the preservation of the reputation and relationships of the Purchaser and the
Purchaser Group and must otherwise act in such a manner that will not prejudice the
Purchasers or the Purchaser Groups rights or position;(c)
    
    the Purchaser or other member of the Purchaser Group concerned may not admit,
compromise, dispose of or settle such claim without the written consent of HIHA (not to
be unreasonably withheld) on behalf of the Vendors;(d)
    
    if the Vendors make any request pursuant to clause 9.7(a), the Purchaser must,
and the Purchaser must procure that any other member of the Purchaser Group takes all
reasonable steps to procure that the Vendors are provided on reasonable notice with all
material correspondence and documentation relating to the claim as the Vendors may
reasonably request that does not prejudice the rights or position of the Purchaser
or the Purchaser Group;(e)
    
    The Vendors agree to keep all such correspondence and information confidential
and to use it only for the purpose of dealing with the relevant claim.
 9.8
    
    If the matter or circumstance that may give rise to a claim against the Vendors under this
Deed is a result of or in connection with a claim by or liability to a third party in clause
9.7 is in
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10
    
    Confidentiality and announcements
 Provisions to remain confidential
 10.1
    
    Subject to clauses 10.2 and 10.3 each party must not, without the prior written consent of
the other parties disclose:
 (a)
    
    the content or effect of this Deed;(b)
    
    prior to Completion, any Confidential Information obtained by it.
 Permitted disclosures
 10.2
    
    A party may make disclosures:
 (a)
    
    to those of its employees, officers, professional or financial advisers and
bankers as the party reasonably thinks necessary to give effect to this Deed but only
on a strictly confidential basis; and(b)
    
    in the case of the Purchaser, to the unitholder of the HANZ Trust; and(c)
    
    if required by law or rules of a securities exchange, after the form and terms
of that disclosure have been notified to the other party and the other party has had a
reasonable opportunity to comment on the form and terms.
 Announcements
 10.3
    
    Any party may make announcements or statements at any time in the form and on the terms
previously agreed by the parties in writing, which agreement must not be unreasonably
withheld.
 Confidentiality Deed Poll
 10.4
    
    As and from Completion, the Purchaser is released from its obligation to keep the
Confidential Information (as that term is defined in the Confidentiality Deed Poll)
confidential pursuant to the Confidentiality Deed Poll. For the avoidance of doubt, the
Purchaser is not released from its obligations in relation to Recipient Advisors or Recipient
Agents under the Confidentiality Deed Poll.
 11
    
    Notices
 Requirements
 11.1
    
    All notices must be:
 (a)
    
    in legible writing and in English;(b)
    
    addressed to the recipient at the address or facsimile number set out below or
to such other address or facsimile number as that party may notify to the other
parties:
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(c)
    
    signed by the party or where the sender is a company by an officer of that
company or under the common seal of that company; and(d)
    
    sent to the recipient by hand, prepaid post (airmail if to or from a place
outside Australia) or facsimile.
 Receipt
 11.2
    
    Without limiting any other means by which a party may be able to prove that a notice has been
received by another party, a notice will be deemed to be duly received:
 (a)
    
    if sent by hand when left at the address of the recipient;(b)
    
    if sent by pre-paid post, 3 days (if posted within Australia to an address in
Australia) or 10 days (if posted from one country to another) after the date of
posting; or(c)
    
    if sent by facsimile, upon receipt by the sender of an acknowledgment or
transmission report generated by the machine from which the facsimile was sent
indicating that the whole facsimile was sent to the recipients facsimile number;
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12
    
    Vendors & Purchaser Guarantees
 Vendors Guarantee
 12.1
    
    In consideration of the Purchaser entering into this Deed, the Vendors Guarantor guarantees
to the Purchaser the due and punctual performance of:
 (a)
    
    all the obligations, commitments, undertakings, warranties and indemnities of
the Vendor under or pursuant to this Deed; and(b)
    
    without limiting the generality of paragraph (a), the obligations of the
Vendors under the following provisions of this Deed:
 (i)
    
    obligation of the Vendors to make any payment to the Purchaser
pursuant to clause 7.13; and(ii)
    
    obligation of the Vendors to make any payment to the Purchaser
for a breach of any Specified Provision pursuant to clause 8.
 12.2
    
    If and whenever the Vendors default for any reason whatsoever in the performance of any of
the Vendor Guaranteed Obligations, the Vendors Guarantor must promptly, upon demand,
unconditionally perform or procure the performance of, and satisfy or procure the satisfaction
of, the Vendor Guaranteed Obligations in regard to which such default has been made in the
manner prescribed under this Deed and so that the same benefits shall be conferred on the
Purchaser as they would have received if the Vendor Guaranteed Obligations had been duly
performed and satisfied by the Vendors.
 Separate and principal obligations
 12.3
    
    The guarantee and indemnity contained in clauses 12.1 to 12.7 is a principal obligation and
is not ancillary or collateral to any other right or obligation. The Purchaser need not take
any steps against the Vendors or any other person (other than by serving a demand on the
Vendors Guarantor) before it enforces this guarantee and indemnity.
 Obligations of Vendors Guarantor unaffected
 12.4
    
    The obligations of the Vendors Guarantor under this guarantee and indemnity will not be
affected in any way by any act, omission, matter or thing, which except for this provision
might operate to release it from its obligations under this clause.
 Indemnity
 12.5
    
    As a separate and alternative obligation, any amount not paid by the Vendors Guarantor under
this clause on the basis of a guarantee is recoverable from the Vendors Guarantor on the
basis of an indemnity payable on demand. For the avoidance of doubt, notwithstanding any
provision hereof other than clause 12.7, the parties agree and acknowledge that the scope and
extent of the liability of the Vendors Guarantor for a breach of this Deed is no greater than
the liability of the Vendors.
 Time limit
 12.6
    
    The rights of the Purchaser and the obligation of the Vendors Guarantor pursuant to clauses
12.1 to 12.7 survive Completion but terminates:
 (a)
    
    in the case of any claim by the Purchaser under paragraph 25 of Schedule 2 (tax
warranties) and/or paragraph 5 of Schedule 18 (tax indemnities), within 6 years after
the Completion Date; and
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(b)
    
    in case of any other claim by the Purchaser, within 18 months after the
Completion Date,
  Excluded Claims
 12.7
    
    Notwithstanding any other provision hereof, clauses 12.1 to 12.7 shall only apply to the
Vendor Guaranteed Obligations and for the avoidance of doubt to the extent permitted by law
but without limiting any right to sue for breach of contract under this Deed (including clause
8.3), does not apply to any Claim made by the Purchaser against the Vendors:
 (a)
    
    under section 52 of the Trade Practices Act 1974 (Cth), section 12DA of the
Australian Securities and Investment Commission Act 2001 or Part 7.10 of the
Corporations Act or the corresponding provision of any state or territory enactment;(b)
    
    under any similar provision of any other enactment in any other jurisdiction;
or(c)
    
    in relation to any common law claim for misrepresentation, misstatement or
mistake except to the extent arising from fraud,
  Purchasers Guarantee
 12.8
    
    In consideration of the Vendors entering into this Deed, the Purchaser Guarantor guarantees
to the Vendors the due and punctual performance of all the obligations, commitments,
undertakings, warranties and indemnities of the Purchaser under or pursuant to this Deed.12.9
    
    If and whenever the Purchaser defaults for any reason whatsoever in the performance of any of
the Purchaser Guaranteed Obligations, the Purchaser Guarantor must promptly, upon demand,
unconditionally perform or procure the performance of, and satisfy or procure the satisfaction
of, the Purchaser Guaranteed Obligations in regard to which such default has been made in the
manner prescribed under this Deed and so that the same benefits shall be conferred on Vendors
as they would have received if the Purchaser Guaranteed Obligations had been duly performed
and satisfied by the Purchaser.
 Separate and principal obligations
 12.10
    
    The guarantee and indemnity contained in clauses 12.8 to 12.12 is a principal obligation and
is not ancillary or collateral to any other right or obligation. The Vendors need not take
any steps against the Purchaser or any other person (other than by serving a demand on the
Purchaser Guarantor) before it enforces this guarantee and indemnity.
 Obligations of Purchaser Guarantor unaffected
 12.11
    
    The obligations of the Purchaser Guarantor under this guarantee and indemnity will not be
affected in any way by any act, omission, matter or thing, which except for this provision
might operate to release it from its obligations under this clause.
 Indemnity
 12.12
    
    As a separate and alternative obligation, any amount not paid by the Purchaser Guarantor
under this clause on the basis of a guarantee is recoverable from the Purchaser Guarantor on
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Time limit
 12.13
    
    The rights of the Vendor and the obligation of the Purchasers Guarantor pursuant to clauses
12.8 to 12.14 survive Completion and are not limited to any particular time period but
continue until all obligations of the Purchaser under this Deed have been fully and completely
performed and satisfied.
 Limitation
 12.14
    
    The Purchasers Guarantor enters into this Deed only in its capacity as trustee and manager
of the HANZ Trust and in no other capacity. A Purchaser Guaranteed Obligation can be enforced
against the Purchasers Guarantor only to the extent to which it is satisfied out of property
of the HANZ Trust out of which the Purchasers Guarantor is actually indemnified for the
Purchaser Guaranteed Obligation. This limitation of the Purchasers Guarantors liability
applies despite any other provision of this Deed and extends to all Purchaser Guaranteed
Obligations.12.15
    
    No party (other than the Purchasers Guarantor) may sue the Purchasers Guarantor in any
capacity other than as responsible entity of the HANZ Trust, including to seek the appointment
of a receiver (except in relation to property of the HANZ Trust), a liquidator, an
administrator or any similar person to the Purchasers Guarantor or prove in any liquidation,
administration or arrangement of or affecting the Purchasers Guarantor (except in relation to
the property of the HANZ Trust).12.16
    
    The provisions of clauses 12.14 to 12.18 do not apply to any Purchaser Guaranteed Obligation
to the extent it is not satisfied because under the constitution or by operation of law there
is a reduction in the extent of the Purchasers Guarantors indemnification out of the
property of the HANZ Trust, as a result of the Purchasers Guarantors fraud, negligence or
breach of trust. The Purchasers Guarantor is not to be regarded as being negligent or in
breach of trust to the extent to which any failure by the Purchasers Guarantor has been
caused or contributed to by a failure by any other person to fulfil its obligations in
relation to the HANZ Trust or any other act or omission of another person.12.17
    
    No attorney, agent, receiver or receiver and manager appointed in accordance with this Deed
has authority to act on behalf of the Purchasers Guarantor in any way which exposes the
Purchasers Guarantor to any personal liability and no act or omission of any such person will
be considered fraud, negligence or breach of trust of the Purchasers Guarantor for the
purpose of clause 12.16.12.18
    
    The Purchasers Guarantor is not obliged to do or refrain from doing anything under this
Deed (including incur any liability) unless the Purchasers Guarantors liability is limited
to the same manner as set out in clauses 12.14 to 12.18.
 13
    
    Liquor Licence
 Notice and Consents
 13.1
    
    The parties agree that the Purchaser will (at its cost) procure any notices, consents or
approvals required in order to change the beneficial ownership of all Liquor Licences or to
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notify and obtain approval by the relevant Government Agencies of the appointment of new
directors of Group Companies and Group Trusts or as may otherwise be necessary as a result of
the share sale contemplated in this Deed (including procuring consent to the appointment of
new directors of Group Companies and Group Trusts of the relevant Government Agencies in
Victoria in respect of the Liquor Licence 7 days prior to Completion).13.2
    
    At the request of the Purchaser, the Vendors must or must procure the Licensee, the directors
of each Group Company and the Group Companies (at the sole cost of the Purchaser) to sign all
documents and do such other things as the Purchaser may reasonably require prior to Completion
and after Completion in order for the Purchaser to give the notice or procure the consent or
approval as set out in clause 13.1.
 Purchaser Consent
 13.3
    
    The Vendors shall not make an application to vary the Liquor Licence without first seeking
consent from the Purchaser.
 Completion not delayed
 13.4
    
    The obtaining of any consents from or giving of any notices to, the Government Agencies in
respect of the Liquor Licences is not a condition to Completion. The Purchaser may not delay
Completion on the basis of a failure to receive consent from any Government Authority.
 14
    
    Period After Completion14.1
    
    Access to Records
 (a)
    
    The Purchaser shall use its reasonable endeavours to procure that all Books and
Records obtained from the Vendors under this Deed are preserved in respect of the
period commencing on the Completion Date until the later of:
 (i)
    
    6 years from the Completion Date; and(ii)
    
    any date required by an applicable law.
 (b)
    
    After Completion the Purchaser shall, provided the Purchasers or the
Purchasers Groups rights are not adversely affected, on reasonable notice by the
Vendors acting reasonably and in good faith:
 (i)
    
    provide the Vendors and their advisers with reasonable access
to the Books and Records obtained from the Vendors under this Deed and allow
the Vendors to inspect and obtain copies or certified copies of such Books and
Records at the Vendors expense; and(ii)
    
    provide the Vendors and their advisers with reasonable access
to the personnel and premises of the Purchaser and the Group Companies and
Group Trusts as the Purchaser considers is appropriate,
  (c)
    
    The Vendors shall reimburse the Purchaser for its reasonable costs in
retrieving any Books and Records and making personnel and premises available under this
clause 14.1.
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(d)
    
    In providing any such Books and Records, the Purchaser is not obliged to waive
privilege.(e)
    
    The Vendors shall comply with all steps required by the Purchaser to preserve
the confidentiality of the Books and Records.(f)
    
    The Purchaser agrees that the Vendors may retain copies of any Books and
Records which it may require to enable it to comply with any applicable law after the
Completion Date.
 Taxation Returns
 14.2
    
    The Vendors and the Purchaser acknowledge and agree that the provisions of clause 4 of
Schedule 18 apply as if set out in full in this Deed.
 15
    
    Consents
 15.1
    
    Prior to Completion, the Vendors must use its reasonable endeavours to:
 (a)
    
    obtain the Consent from each of the persons listed in column 2 of Part A of
Schedule 20 pursuant to the terms of the documents listed in column 3 of Part A of
Schedule 20; and(b)
    
    procure the relevant parties, including the member of the Vendor Group to
consent to the assignment the documents listed in Part B of Schedule 20 to the relevant
Group Company.
 15.2
    
    The Purchaser must:
 (a)
    
    provide all information and documents reasonably required by any of the persons
listed in column 2 of Part A of Schedule 20 to provide the Consent; and(b)
    
    provide all information, documents and assistance reasonably required to effect
the assignment of the documents listed in Part B of Schedule 20.
 16
    
    GST
 GST to be added to amount payable
 16.1
    
    Unless otherwise expressly stated, all amounts payable under this Deed are expressed to be
exclusive of GST. If GST is payable on a Taxable Supply, the amount payable for that
Taxable Supply will be the amount expressed in this Deed plus GST. The recipient of the
Taxable Supply must pay the GST to the supplier on the earlier of the time of making payment
of the consideration on which the GST is calculated and the issue of an invoice relating to
the Taxable Supply. The supplier must provide a tax invoice to the recipient as a pre
condition for payment by the recipient of the GST.
 Impact of GST on calculation of amounts payable
 16.2
    
    If an amount payable under this Deed is calculated by reference to a Liability incurred by a
party, then the Liability must be reduced by the amount of any Input Tax Credit to which that
party is entitled in respect of that Liability. A party will be assumed to be entitled to a
full Input Tax Credit unless it demonstrates that its entitlement is otherwise prior to the
date on which payment must be made.
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17
    
    General Provisions
 Costs
 17.1
    
    Each party must pay its own costs in respect of this Deed and the documents contemplated by
this Deed except that Purchaser must pay all stamp duty (other than Vendor Duty) payable on
and in connection with this Deed, the transfer of the Sale Shares and Units and any other
documents contemplated by this Deed (other than any document relating to the Vendor
Intercompany Debt Assignment Steps or other restructure steps taken by the Vendor Group prior
to Completion).
 Non-merger
 17.2
    
    To the extent applicable, the provisions of this Deed are continuing and will not merge or be
extinguished on Completion.
 Effect of termination
 17.3
    
    If this Deed is terminated under clauses 4.5 or 6.5(b):
 (a)
    
    the parties are released from the obligation to continue to perform this Deed
and any other obligations which by their nature survive termination; and(b)
    
    each party retains the rights it has against any other party for any past
breach of the Deed.
 Indemnities
 17.4
    
    The indemnities contained in this Deed are:
 (a)
    
    continuing, separate and independent obligations of the parties from their
other obligations, and survive the termination of this Deed; and(b)
    
    absolute and unconditional and unaffected by anything which otherwise might
have the effect of prejudicing, releasing, discharging or affecting the liability of
the party giving the indemnity.
 Invalid or unenforceable provisions
 17.5
    
    If a provision of this Deed is invalid or unenforceable in a jurisdiction:
 (a)
    
    it is to be read down or severed in that jurisdiction to the extent of the
invalidity or unenforceability; and(b)
    
    it does not affect the validity or enforceability of:
 (i)
    
    that provision in another jurisdiction; or(ii)
    
    the remaining provisions.
 Waiver and exercise of rights
 17.6
    
    A waiver by a party of a provision or of a right under this Deed is binding on the party
granting the waiver only if it is given in writing and is signed by the party or an officer of
the party granting the waiver.17.7
    
    A waiver is effective only in the specific instance and for the specific purpose for which it
is given.
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17.8
    
    A single or partial exercise of a right by a party does not preclude another or further
exercise or attempted exercise of that right or the exercise of another right.17.9
    
    Failure by a party to exercise or delay in exercising a right does not prevent its exercise
or operate as a waiver.
 Amendment
 17.10
    
    This Deed may be amended only by a document signed by all parties.
 Counterparts
 17.11
    
    This Deed may be signed in counterparts and all counterparts taken together constitute one
document.
 Further assurances
 17.12
    
    Each party must, at its own expense, whenever requested by another party, promptly do or
arrange for others to do everything reasonably necessary to give full effect to this Deed and
the transactions contemplated by this Deed.
 Assignment
 17.13
    
    A party must not transfer, assign, create an interest in or deal in any other way with any
of its rights under this Deed without the prior written consent of the other parties.
 Entire Agreement
 17.14
    
    This Deed together with any documents referred to in this Deed or executed in connection
with this Deed is the entire agreement of the parties about the subject matter of this Deed
and supersedes any representations, negotiations, arrangements, understandings or agreements
and all other communications.
 Rights cumulative
 17.15
    
    The rights, remedies and powers of the parties under this Deed are cumulative and not
exclusive of any rights, remedies or powers provided to the parties by law.
 Consents and Approvals
 17.16
    
    If the doing of any act, matter or thing under this Deed is dependent on the consent or
approval of a party or is within the discretion of a party, then, unless otherwise specified,
the consent or approval may be given or the discretion must be exercised reasonably.
 Jurisdiction
 17.17
    
    Each party irrevocably and unconditionally:
 (a)
    
    submits to the non-exclusive jurisdiction of the courts of New South Wales; and(b)
    
    waives any claim or objection based on absence of jurisdiction or inconvenient
forum.
 Service of process
 17.18
    
    Each party agrees that a document required to be served in proceedings about this Deed may
be served:
 (a)
    
    if originating process or a subpoena to be served on a company or registered
body by being sent by post to or left at its registered office, and in all other cases
at its address for service of notices under clause 11; or
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(b)
    
    in any other way permitted by law.
 Governing Law
 17.19
    
    This Deed is governed by the laws of New South Wales.
 Interest
 17.20
    
    Any payment to be made in accordance with this Deed shall attract interest for the period
commencing on the date that payment is due and ending on the date that payment is received by
the relevant party. Interest will accrue daily and be compounded at monthly intervals at the
Interest Rate.
 Independent Advice
 17.21
    
    Each of the Vendors and the Purchaser confirms it has received independent legal advice
relating to all the matters provided for in this Deed and agrees that the provisions of this
Deed (including the Disclosure Schedule and all documents entered into pursuant to this Deed)
are fair and reasonable.
 Time of the Essence
 17.22
    
    Time is of the essence of this Deed.17.23
    
    If the parties agree to vary a time requirement, the time requirement so varied is of the
essence of this Deed.17.24
    
    An agreement to vary a time requirement must be in writing.
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Schedule 1
 Group Structure :
 
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Trust Structure
 
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Schedule 2
 Warranties
 1
    
    Accuracy of Information1.1
    
    To the best of the Vendors knowledge, the information set out in Schedule 1 (Information
about the Sale Shares and Units, Group Companies and Group Trusts), Schedule 10 (Properties),
Schedule 13 (Contracts) and the Disclosure Schedule is complete, accurate and not misleading
by omission or otherwise.2
    
    Power and Authority2.1
    
    The Vendors and the Vendor Guarantor are duly incorporated and validly exist under the law
of its place of incorporation.2.2
    
    The Vendors and the Vendor Guarantor have the power and authority to execute this Deed and
perform and observe all its terms and each transaction contemplated by this Deed to be
performed and observed by them.2.3
    
    The execution and delivery of this Deed has been properly authorised by all necessary
corporate action of the Vendors and the Vendor Guarantor.2.4
    
    This Deed constitutes a legal, valid and binding obligation of the Vendors and the Vendor
Guarantor, enforceable in accordance with its terms by appropriate legal remedy.2.5
    
    The execution, delivery and performance by the Vendors and the Vendor Guarantor of this Deed
and each transaction contemplated by this Deed do not or will not (with or without the lapse
of time, the giving of notice or both) contravene, conflict with or result in a breach of or
default under:
 (a)
    
    any provision of the relevant constitution of the Vendors or the Vendor
Guarantor;(b)
    
    any material term or provision of any security arrangement, undertaking,
agreement or deed; or(c)
    
    any writ, order or injunction, judgment, law, rule or regulation to which it is
a party or is subject or by which it is bound.
 3
    
    Solvency3.1
    
    None of the following has occurred and is subsisting, or is threatened, in relation to the
any of the Vendors, the Vendors Guarantor or a Group Company.
 (a)
    
    The appointment of a voluntary administrator, deed administrator or liquidator.(b)
    
    An application or an order made, proceedings commenced, a resolution passed or
proposed in a notice of meeting or other steps taken for:
 (i)
    
    the winding up, dissolution, or administration of any of the
Vendors, the Vendors Guarantor or the Group Companies; or
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(ii)
    
    any of the Vendors, the Vendors Guarantor or a Group Company
entering into an arrangement, compromise or composition with or assignment for
the benefit of their creditors or a class of them.
 (c)
    
    The Vendors, the Vendors Guarantor or a Group Company:
 (i)
    
    being (or taken to be under applicable legislation) unable to
pay its debts, other than as the result of a failure to pay a debt or claim the
subject of a good faith dispute; or(ii)
    
    stopping or suspending, or threatening to stop or suspend,
payment of all or a class of their debts.
 (d)
    
    The appointment of a controller, receiver, receiver and manager, administrator
receiver or similar officer to any of the assets and undertakings of the Vendors, the
Vendors Guarantor or a Group Company.
 3.2
    
    None of the following has occurred and is subsisting, or is threatened, in relation to the
any of the Holding Trust or the Group Trusts:
 (a)
    
    an order or petition or application for the sequestration of the estate of the
trustee of the relevant trust;(b)
    
    a meeting of creditors to take control of trust property or a composition or
arrangement with creditors being entered into;(c)
    
    a judgment entered against the trustee of the relevant trust, or seizure of
trust assets in execution; or(d)
    
    any assets of any relevant trust placed in receivership.
 3.3
    
    The shares in the Group Companies and the units in the Group Trusts and the Assets are not
liable to a claim by a trustee in bankruptcy or liquidator.4
    
    The Group Companies and Group Trusts4.1
    
    Each of the Group Companies:
 (a)
    
    are duly incorporated and validly existing under the law of its place of
incorporation;(b)
    
    has the power to own the relevant Assets and carry on the relevant Business;
 4.2
    
    Each of the Group Trusts and Holding Trust are validly established, properly constituted and
existing under the law of its place of establishment.4.3
    
    In respect of each Group Trust and Holding Trust:
 (a)
    
    the trustee of the relevant trust has the right to be fully indemnified out of
the trust fund in respect of all obligations and liabilities incurred in connection
with the trust and the assets of the trust as sufficient to satisfy that indemnity;(b)
    
    the trustee of the relevant trust is the sole trustee of that trust, has
complied in all material respects with its duties and obligations as trustee at law in
equity, under statute or otherwise and the terms of the trust instrument and is not in
default of any of its material obligations as trustee of the relevant trust;
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(c)
    
    the trustee of the relevant Group Trust had and has the power to carry on the
Business and all of its activities and to own the Assets and make investments which
have been or currently undertaken or made by the trustee in respect of the relevant
Group Trust;(d)
    
    the relevant trust has not been resettled, nor has the trust been terminated or
any event for the vesting of the assets of the trust occurred;(e)
    
    the relevant trust has been used solely for conducting of the relevant Business
in accordance with the respective trust deed and no other purpose; and(f)
    
    the unitholder of the relevant trust is the sole beneficiary under the relevant
trust and there has been no other beneficiary under the relevant trust.
 4.4
    
    The only activities of each Group Company (other than Centra Victoria Pty Ltd) are as acting
as trustee of the relevant Group Trust, and no Group Company has incurred any liabilities or
conducted any activities other than as trustee of the relevant Group Trust. The only activity
of Centra Victoria Pty Ltd is as holding the relevant Assets and conducting the relevant
Business of Centra Victoria Pty Ltd.4.5
    
    No Group Company is the holder or beneficial owner of any shares or holds any other interest
in any body corporate other than as set out in Schedule 1.4.6
    
    The sole unitholder of each of the Group Trusts since the date of establishment of each Group
Trust has been HIA (T) Pty Limited as trustee of the Holding Trust.4.7
    
    On or before Completion, HIA (T) Pty Limited as trustee of the Holding Trust, has ratified
the breach of trust disclosed as a disclosure against warranty 4.3(b) and 6.2 in the
Disclosure Schedule.5
    
    Sale Shares and Units5.1
    
    The Vendors are the legal and beneficial owners of the Sale Shares and Units.5.2
    
    On Completion, the Purchaser will acquire the full beneficial ownership of all of the Sale
Shares and Units free and clear of any Security Interest (other than a Permitted Encumbrance)
or Claim of any person.5.3
    
    The Sale Shares and Units are all the issued shares in the capital of the Group Companies and
all the issued units in the Group Trusts. The Sale Shares and Units have been fully paid,
validly allotted and issued (including that they have not been issued in violation of any
pre-emptive or similar rights of any person) and are fully paid and no moneys are owing in
respect of them.5.4
    
    No person has any right to call for the present or future issue or transfer of any share or
debenture or other security (including a convertible security) in or of the Group Companies or
any unit or option in or of a Group Trust.5.5
    
    No Group Company has:
 (a)
    
    given any financial assistance in connection with the acquisition of shares
which assistance is prohibited under Part 2J.3 of the Corporations Act 2001(Cth);(b)
    
    redeemed or repaid any share capital, reduced its share capital or offered or
agreed to buy back any of its shares other than in accordance with the Corporations Act
2001(Cth).
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5.6
    
    All dividends or distributions declared, made or paid by any Group Company or Group Trust
have been declared, made or paid in accordance with its constitution and trust deed (as
applicable) and in accordance with the Corporations Act 2001(Cth).6
    
    Constitution and trust deeds6.1
    
    The affairs of each of the Group Companies has been conducted in all material respects in
accordance with the relevant constitution for each Group Company.6.2
    
    To the best of the Vendors knowledge, the Businesses and affairs of each Group Trust has
been conducted in accordance with the relevant trust deed for each Group Trust.6.3
    
    The copies of the constitutions of the Group Companies and trust deeds of the Group Trusts in
the Disclosure Materials are true, accurate, complete and up to date copies of the
constitution of the Group Companies and trust deed of the Group Trusts, there have been no
amendments, resolutions, minutes or other instruments or documents that materially affect the
constitutions and trust deeds and the constitutions and trust deeds comply with all material
applicable laws.6.4
    
    All statutory books and records of the Group Companies and all books and records of the Group
Trust are complete, accurate and not misleading by omission or otherwise, and have been fully
and properly kept and are up to date with true, accurate and complete entries and records.6.5
    
    The Group Companies and Group Trusts have:
 (a)
    
    complied with all material legal requirements for the filing of returns,
particulars, notices and other documents with all Government Agencies;(b)
    
    complied with all material legal requirements in relation to the conduct of its
Business in all material respects; and(c)
    
    conducted its Business and its affairs generally in accordance with all
material applicable laws, orders, regulations, by-laws and other similar requirements.
 6.6
    
    Each trust deed of the Group Trusts has been duly executed and duly stamped in accordance
with the laws of each state and territory of Australia.7
    
    Ownership of Assets and the Businesses7.1
    
    All Assets:
 (a)
    
    are owned by the Group Companies and Group Trusts;(b)
    
    are, where capable of possession, in the possession or under the control of the
relevant Group Company or Group Trust; and(c)
    
    none of such Assets is the subject of a Security Interest or the subject of any
factoring arrangement, conditional sale or credit agreement or Claim of any person.
 7.2
    
    The Assets are:
 (a)
    
    all the assets used in the Businesses; and
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(b)
    
    all the assets that are needed to conduct the Business in the manner in which
it has been conducted in the 12 months before the date of this Deed,
  7.3
    
    The Businesses and the Assets will be in the same state of repair and condition (subject to
fair wear and tear) on Completion as they were as at the date of this Deed.8
    
    Authorisations and compliance8.1
    
    No material charge, fine, penalty, order for restitution or compensation or damages and no
notice to clean up or take action has been made against the Group Companies or Group Trusts in
respect of the obligations of them under any Authorisations required to conduct the Business
which have not been complied with.8.2
    
    No Group Company has received any fire safety or other notices in respect of the Properties
or the Assets from a Government Agency which have not been complied with.8.3
    
    There is no fact or circumstance which may result in the Business being in breach of any
Authorisation or which may otherwise result in the revocation, suspension, cancellation,
non-renewal or material variation of any Authorisation required to conduct the Business.8.4
    
    No Group Company, Group Trust nor their officers and employees (in the course of their
employment) has committed or omitted to do any act or thing the commission or omission of
which is in material contravention of any law that may have a material adverse impact on the
Business.8.5
    
    No Group Company or Group Trust is party to any contract which is in breach of any applicable
restrictive trade practices legislation. No Group Company has engaged or engages in any
conduct or practice which is in breach of that legislation.9
    
    Properties
 General
 9.1
    
    The Properties comprise all the land and buildings owned, leased or occupied by the Group
Companies or Group Trusts.9.2
    
    The Group Companies and Group Trusts named in Schedule 10 as owner of a Freehold Property are
the legal and beneficial owner (as indicated in Schedule 10) of the Freehold Properties.9.3
    
    For each Freehold Property, to the best of the Vendors knowledge:
 (a)
    
    none of the Group Companies has received any notice from any person claiming
any right, title or interest in the Freehold Properties;(b)
    
    no person other than the Group Companies has any present or contingent legal or
beneficial right, title or interest in any of the Freehold Properties and without
limitation the Freehold Properties are free and clear of all Security Interests except
for Permitted Encumbrances; and(c)
    
    none of the Freehold Properties is occupied or entitled to be occupied
presently or in the future (as a result of any existing contract, arrangement or
understanding) as to
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9.4
    
    For each Leased Property, to the best of the Vendors knowledge:
 (a)
    
    the relevant Group Company is entitled to the exclusive occupation and quiet
enjoyment of the premises;(b)
    
    there is no current litigation or other proceeding whether current, pending or
threatened, challenging the validity of the Property Lease or suggesting that it is
otherwise not in full force and effect;(c)
    
    there has not been any default (beyond any applicable notice, grace or cure
period) under any Property Lease by a Group Company except for defaults which
individually or in the aggregate would not reasonably be expected to have a material
adverse effect;(d)
    
    none of the Group Companies has received any notice from any person claiming
any right, title or interest in the Leased Properties except for notices which
individually or in the aggregate would not reasonably be expected to materially detract
from the value or materially interfere with the present use of the Leased Properties;
and(e)
    
    the relevant Group Company or Group Trust holds all legal and beneficial
leasehold right, title and interest in the Leased Properties free and clear of all
Security Interests except for Permitted Encumbrances.
 10
    
    Superannuation10.1
    
    All occupational superannuation contributions required under any relevant Industrial
Instrument, award in respect of the Employees or prior employees or any applicable agreement
for or with the Employees or prior employees have been made.10.2
    
    The superannuation funds disclosed in Schedule 16 are the only superannuation funds to which
the Group Companies make a superannuation commitment in relation to the Employees. Each such
superannuation fund provides accumulation benefits in respect of the Employees.10.3
    
    Each Group Company has satisfied its superannuation commitments (if any) and has made all
payments necessary to avoid incurring any liability to pay the superannuation guarantee charge
and has provided all documents and information as required and in the time required under the
SGA Legislation in relation to the Employees and prior employees.10.4
    
    No Group Company has received written notice of any claim or complaint in relation to the
superannuation arrangements of the Employees or prior employees.10.5
    
    Except as set out in Schedule 16, no Group Company has any obligation to any Employees, or to
the trustee or offeror of any other superannuation fund or similar arrangement whether under
an agreement, contract or any other arrangement, whether express or implied or whether
enforceable or otherwise to:
 (a)
    
    make superannuation contributions in respect of the Employee at a rate above
the prescribed minimum superannuation support under the SGA Act; or(b)
    
    otherwise make periodical or lump sum payments in relation to that persons
superannuation benefit and/or benefit upon retirement.
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11
    
    Industrial Relations11.1
    
    None of the Group Companies has signed, any certified or enterprise agreement, or any
other contractual agreement with any trade union or employee organisation of any kind, about
the Employees.11.2
    
    There is no existing, threatened or pending industrial dispute or pay claim involving the
Group Companies or any of the Employees.11.3
    
    None of the Group Companies have received notification that they have not complied in any
respect with, and there are no facts or circumstances which may give rise to any breach of,
any contractual, statutory, legal and fiscal obligations of and in relation to its employment
of the Employees including all codes of practice, collective agreements and awards.12
    
    Contracts12.1
    
    Each of the Contracts listed in Schedule 13:
 (a)
    
    are the only contracts that involve or may involve total annual expenditure in
excess of $250,000;(b)
    
    is valid, binding and enforceable against the Group Companies in accordance
with its terms;(c)
    
    is at arms length and within the ordinary course of conduct of the Business;
and(d)
    
    does not breach any restrictive trade practices legislation and has not
involved in any breach by the Company of Part V of the Trade Practices Act 1974 (Cth).
 12.2
    
    In addition to the Contracts, there are no other contracts entered into by the Group Company
or Group Trust that are material to the Businesses that:
 (a)
    
    is outside the ordinary and proper course of the Business or is otherwise
materially unusual or onerous; or(b)
    
    is incapable of being fulfilled or performed in accordance with its tenor on
time, or only with undue or unusual expenditure of money or effort by the Group Company
or Group Trust.
 12.3
    
    No Group Company or Group Trust has received notice of termination, rescission, avoidance,
repudiation or breach of any Contract or other contract referred to in warranty 12.2 (whether
received directly or received by another Group Company or Group Trust) and is not aware (after
having made due and proper inquiries) of any fact, matter or circumstance which would lead to
any party to a Contract to be in breach of any term of a Contract.12.4
    
    No Group Company or Group Trust is, or has agreed to become, a member of any joint venture,
consortium, partnership or other unincorporated association (other than a recognised trade
association in relation to which the Group Company or Group Trust has no liability or
obligation except for the payment of annual subscription or membership fees).12.5
    
    As at Completion, there are no existing contracts or arrangements material to the Business
between, on the one hand, any Group Company or Group Trust and, on the other hand, any of the
Vendors or any other member of the Vendor Group other than on normal commercial terms in the
ordinary course of business.
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13
    
    Environment13.1
    
    No Group Company has received:
 (a)
    
    notification that a law relating to the environment is breached by occupation
or use of any of the Properties or the Assets or by the operation of the Business; or(b)
    
    any notice requiring remediation of the Properties or removal from the
Properties of any contaminant or hazardous substance.
 13.2
    
    The Group Companies and Group Trusts:
 (a)
    
    are conducting, and have conducted the Business; and(b)
    
    are using, and have used the Properties and the Assets,
 in material compliance with a law relating to the environment.13.3
    
    Except as disclosed in the Disclosure Material, the Vendors are not aware (after having made
due and proper inquiry) of the existence of any contaminant or hazardous substance in relation
to any Property.14
    
    Disputes and Litigation14.1
    
    To the best of the Vendors knowledge, there are no disputes with any supplier or
threatened disputes, including any dispute with a travel agency, consortia or airline.14.2
    
    No Group Company has received notice that there are disputes or threatened disputes with any
person including in relation to the local community due to the operations of the Properties.14.3
    
    The Group Companies in respect of their Business, are not involved in any proceeding before
or investigation by any Government Agency, tribunal, committee or board of enquiry nor by any
royal commission of enquiry and no notice has been received to the effect that such proceeding
or investigation is pending or threatened.14.4
    
    No statutory or contractual notices have been served on any Group Company in respect of any
of the Assets or the Business which in any material respect impair, prevent or otherwise
interfere with the use of or proprietary rights in the Assets or the Business.14.5
    
    No Group Company or Group Trust or any of their officers or employees (in the course of their
employment) is involved in any prosecution, litigation, arbitration proceedings or
administrative or governmental investigation or challenge as plaintiff, defendant, third party
or in any other capacity. There are no such matters pending or threatened in respect of which
verbal or written communication has been given or received by or against a Group Company or
any director or officer of a Group Company in his/her capacity as such a director or officer.14.6
    
    There are no facts or circumstances which may give rise to any involvement by a Group Company
or a Group Trust in any material prosecution, litigation, arbitration proceedings or
administrative or governmental investigation or challenge as plaintiff, defendant, third party
or in any other capacity.
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15
    
    Intellectual Property15.1
    
    To the best of the Vendors knowledge:
 (a)
    
    The Group Companies and Group Trusts own or possess enforceable licences or
other rights to use all intellectual property used in the Business at the date of this
Deed and the Completion Date and have not received any notice of infringement of
intellectual property rights from any other person.(b)
    
    No Group Company has passed off any of its goods or services as those of any
other person and each Group Companys use of intellectual property in respect of the
Business does not infringe the intellectual property rights of any other person.
 16
    
    Licences, Permits Etc16.1
    
    To the best of the Vendors knowledge, the Group Companies have fully disclosed to the
Purchaser and hold all Authorisations, permits, licences, authorities, rights to use,
approvals, registrations, qualifications, orders and consents necessary for carrying on the
Businesses (collectively Permits) and the Permits are valid and in good standing and the
Group Companies are not in breach of and have not received notification that they are in
breach of any of them and has not received notification for failure to comply with any
requirements of any of them.17
    
    Liquor Licence17.1
    
    The Group Companies have not received notification that they have not complied with the
provisions of any applicable liquor licensing legislation or conditions attaching to any
Liquor Licence in the proper running of the Properties.17.2
    
    The Group Companies have not received notification that there are complaint proceedings or
threatened proceedings under any applicable liquor licensing legislation18
    
    Accounts
 Accounts
 18.1
    
    The unaudited pro forma accounts of the Group Trusts for the financial period ended on the
Accounts Date, a copy of which is attached as Schedule 5 have been prepared:
 (a)
    
    in accordance with the Accounting Standards and otherwise with applicable law
and with the accounting principles, standards and practices generally accepted at the
Accounts Date; and(b)
    
    subject to paragraph (a) above, on a basis consistent, in all material
respects, with that adopted in preparing the audited accounts of such Group Companies
and Group Trusts for the previous two financial years,
 and give a true and fair view of the assets and liabilities and of the state of affairs,
financial position, performance and results of each of the Group Companies and Group Trusts
up to
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and as at the Accounts Date and of the profits and losses of each Group Company and Group
Trust for the period concerned.18.2
    
    Since the Accounts Date:
 (a)
    
    each of the Group Companies and Group Trusts have conducted its business in the
ordinary course of business, have not disposed of, written down or written off any
material assets of the Group Companies or Group Trusts other than in the ordinary
course of business, and have not dealt with any person other than at arms length;(b)
    
    there has been no change in the financial position, prospects or solvency of
the Group Companies and the Group Trusts from that set out in the Accounts except
changes none of which individually or in the aggregate has had a adverse effect on the
Group Companies and the Group Trusts;(c)
    
    no material capital commitments have been entered into by any Group Company or
Group Trust other than is contemplated by such Group Companys or Group Trusts capital
budget as disclosed to the Purchaser in the Disclosure Materials. For these purposes a
material capital commitment is one involving capital expenditure of over $250,000
exclusive of GST;(d)
    
    no Group Company or Group Trust has received any notice or threat of
termination of any contract which could reasonably be expected to have a material
adverse effect on the profitability of any of the Businesses;(e)
    
    no Group Company or Group Trust has defaulted in paying any material creditor
by the date due for payment;(f)
    
    no Group Company or Group Trust has declared , made or paid any dividend or
other distribution to the Vendors or other persons;(g)
    
    no Group Company or Group Trust has issued or agreed to issue any share capital
or units (as applicable) or any other security giving rise to a right over its capital
or units (as applicable); and(h)
    
    no Group Company or Group Trust has redeemed or purchased or agreed to redeem
or purchase any of its share capital or unit (as applicable).
 19
    
    Insurance19.1
    
    The insurance cover relating to the Group Companies and Group Trusts is, current and, in
force and, to the best of the Vendors knowledge, no fact or circumstance exists that would
render any such insurance void or unenforceable in any respect.19.2
    
    To the best of the Vendors knowledge, each of the Group Companies has and at all material
times has had valid insurance cover in respect of its Businesses, its Employees and the
Assets:
 (a)
    
    against all risks normally insured against by companies carrying on the same
type of business as the Group Company or having similar assets;(b)
    
    for the full amount required by legislation;(c)
    
    for the full replacement value of its Assets on a per Property basis; and(d)
    
    from a well-established and reputable insurer.
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19.3
    
    To the best of the Vendors knowledge, no Group Company has failed to give any material
notice or present any claim under those policies in a due and timely manner.20
    
    Employees20.1
    
    As at the relevant date specified in Schedule 16, the information in relation to Full
Time, Part Time and Casual employees in Schedule 16:
 (a)
    
    contains a complete list of all persons employed by the Group Companies on a
Full Time or Part Time or Casual basis;(b)
    
    contains the date from which each Full Time and Part Time and Casual employee
commenced employment with the Group Companies;(c)
    
    contains all applicable rates of pay (broken down on an hourly, weekly, monthly
or annual basis (as the case may be) for each Employee;(d)
    
    contains each Employees accrued long service leave calculated as per the
relevant state legislation;(e)
    
    contains each Employees accrued sick leave entitlement;(f)
    
    contains each Employees annual leave entitlement, including any loading
entitlement calculated as per the relevant state legislation; and(g)
    
    contains details of any contributions by the Group Companies to any
superannuation funds;(h)
    
    contains details of any discretionary and other bonuses to which any Employee
may be entitled and details of bonuses paid in the previous 12 months;(i)
    
    contains details of the Industrial Instruments that apply to the Employees
(including details of any Employees who are not covered by any Industrial Instrument).
 20.2
    
    The Group Companies have maintained in accordance with any applicable legislation complete
and accurate leave, remuneration and superannuation records in respect of each Employee.20.3
    
    The Group Companies have complied in any material respect with any contractual, statutory,
legal and fiscal obligations of and in relation to its employment of the Employees including
any Industrial Instruments.20.4
    
    Each Employee is employed by the Group Companies.20.5
    
    There is no employee share option scheme or like scheme with any of the Employees.20.6
    
    The Vendors or the Group Companies have paid (in accordance with all applicable contracts,
agreements, legislation and/or Industrial Instruments) to all Employees all salary, wages,
bonuses, incentive payments and allowances, and have made payment on behalf of or in respect
of all Employees of all necessary payments including Income Tax and payroll tax payments,
which it is required to pay in respect of their period of employment with the Group Companies
up to Completion by virtue of the terms of any such contract, agreement, legislation and/or
Industrial Instrument.20.7
    
    All declarations of remuneration for the purposes of obtaining workers compensation insurance
have been made accurately, and all workers compensation premiums have been
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paid. Notification has been given of all
actual or potential workers compensation
claims. No notification has been received of
an event which will increase the annual
premium in any material respect.21
    
    Delegation of powers21.1
    
    There are no powers of attorney or other authorities given by the Group Companies which
could authorise any person to bind the Group Company or deal with the whole or any part of the
Business or Assets.21.2
    
    There is no offer, tender, quotation or similar intimation given or made by the Group Company
that is still outstanding and relates to the Sale Shares and Units and shares of the Group
Companies and units in the Group Trusts.22
    
    Intercompany Debts and Arrangements22.1
    
    As at the Completion Date there will be:
 (a)
    
    no loans to the Vendor Group and/or any director of any of the Vendor Group
other than as provided for in the Adjustment Statement;(b)
    
    no transactions to acquire assets of the Group Companies or Group Trusts on an
other than fair market value basis for the Group Company or Group Trust;(c)
    
    no amounts payable whether present, unascertained, immediate, future or
contingent between the Vendor Group and the Group Companies and Group Trusts other than
as provided for in the Adjustment Statement.
 23
    
    Undertakings23.1
    
    Summary details of all Security Interests, outstanding guarantees, indemnities,
mortgages, charges, pledges, liens, assignments, suretyship or other security agreement or
arrangement given other than in the ordinary course of business;
 (a)
    
    by any Group Company or Group Trust; or(b)
    
    for the benefit of any Group Company or Group Trust
 in excess of $250,000 are fully disclosed in the Data Room and copies of such documents are
up to date, complete, accurate and not misleading by omission or otherwise.23.2
    
    As at the Completion Date no Group Company or Group Trust has:
 (a)
    
    any outstanding or available financial facilities (which for the avoidance of
doubt shall exclude any operating leases in the ordinary course) owed to or made
available by any person which is not a Group Company; or(a)
    
    provided or granted any guarantees, indemnities, mortgages, charges, pledges,
liens, suretyship or other security agreement or arrangement to any person which is not
a Group Company.
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23.3
    
    As at the Completion Date no Group Company is party to any one or more derivative contracts
in respect of which a Group Company or Group Trust may incur a liability in excess of
$250,000.24
    
    Construction24.1
    
    In respect of the Properties there are no building, construction, refurbishment, repair,
engineering or other works in progress nor are there any individual contracts in respect of
which Group Companies or Group Trusts continue to have obligations in each case with an
individual contract value in excess of $250,000 other than those set out in the Disclosure
Schedule.24.2
    
    The Vendors have provided in the Data Room true and complete copies of all building contracts
and appointments affecting the Properties which have an individual contract value in excess of
$250,000 and which have been entered into in the last three years immediately prior to the
date of this Deed.24.3
    
    In this paragraph 24.3, the expression Construction Documentation shall mean building
contracts relating to the Properties:
 (a)
    
    in respect of which a certificate of practical completion was issued in the
last three years immediately prior to the date of this Deed; and/or(b)
    
    relating to works in progress and Relevant Claim shall mean a written claim
the value of which is in excess of $250,000.In respect of the Construction Documentation there are no outstanding:(a)
    
    Relevant Claims for financial compensation, extension of time or variation; or(b)
    
    Relevant Claims against any member of the Group Companies or Group Trusts by
any counterparty to the Construction Documentation alleging failure by the relevant
member of the Group Companies or Group Trusts to perform its obligations under the
relevant Construction Documentation; or(c)
    
    Relevant Claims against any counterparty to the Construction Documentation for
failure by such counterparty to perform any obligation of that counterparty under the
Construction Documentation.
 25
    
    Taxation25.1
    
    All Income Tax payable by or in respect of a Group Company and Group Trust for any Tax
Year ending before Completion has been duly paid or will be provided for in the Adjustment
Statement.25.2
    
    In relation to the Straddle Year, all Income Tax payable by or in respect of a Group Company
and Group Trust for income, profits or gains derived, or transactions occurring, in that part
of the Straddle Year which ends at Completion, has been duly paid or will be provided for in
the Adjustment Statement.25.3
    
    There is no Audit of the Group Companies or Group Trusts being conducted by a Taxation
Authority as at the date of this Deed in relation to the Taxes referred to in this warranty
25.
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25.4
    
    No tax litigation between any of the Group Companies and Group Trusts and any Taxation
Authority is unresolved as at the date of this Deed in relation to the Taxes referred to in
this warranty 25.25.5
    
    All the Group Companies and Group Trusts have obtained Australian Business Numbers.25.6
    
    On and from 31 March 2000:
 (a)
    
    as at Completion, all Tax returns and like documents in relation to the Taxes
referred to in this warranty 25 required to be filed or lodged by or in respect of a
Group Company and Group Trust with Taxation Authorities including pre-Completion
returns in respect of any period before Completion have been or will be duly filed or
lodged within the timeframe required by law. Such Tax returns and like documents
contains correct information and on a proper basis;(b)
    
    there are no private tax rulings in respect of Income Tax or requests for tax
rulings in respect of Income Tax lodged by any of the Group Companies or Group Trusts;(c)
    
    subject to the limitations contained in clause 25.6(d)(i), the Group Companies
and Group Trusts have maintained proper records in accordance with the requirements of
the law in relation to its Tax returns and like documents;(d)
    
    all necessary asset registers and supporting information required to enable:
 (i)
    
    the cost base or reduced cost base of the assets to which
capital gains tax is relevant;(ii)
    
    the written down value or adjustment value of depreciating
assets,
 held by any of the Group Companies and Group Trusts have been provided where
available;(e)
    
    none of the Group Companies or Group Trusts have entered into an agreement
which now or in the future may extend the period of assessment or collection of any
Income Tax;(f)
    
    none of the Group Companies or Group Trusts have any permanent establishment
(as that expression is defined in any relevant double taxation deed current as at the
date of this Deed) outside Australia;(g)
    
    there has been no Capital Gains Tax rollover pursuant to Part IIIA of the
Income Tax Act (1936), or pursuant to Part 3-1 or 3-3 of the Income Tax Act 1997, or
Stamp Duty rollover pursuant to any State Duties legislation in relation to the Group
Companies and Group Trusts; and(h)
    
    there has been no event that have given rise to a net forgiven amount pursuant
to Schedule 2C to the Income Tax Assessment Act (1936) in relation to the Group
Companies and Group Trusts.
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Schedule 3
 Purchaser and Purchaser Guarantor Warranties
 1
    
    Power and Authority
 (a)
    
    The Purchaser and the Purchaser Guarantor are duly incorporated and validly exist
under the law of its place of incorporation.(b)
    
    The Purchaser and the Purchaser Guarantor have the power and authority to
execute and exchange this Deed and perform and observe all its terms and each
transaction contemplated by this Deed to be performed and observed by it.(c)
    
    The execution and delivery of this Deed has been properly authorised by all
necessary corporate action of the Purchaser and the Purchaser Guarantor.(d)
    
    This Deed constitutes a legal, valid and binding obligation of the Purchaser
and the Purchaser Guarantor, enforceable in accordance with its terms by appropriate
legal remedy.(e)
    
    The execution, delivery and performance by the Purchaser and the Purchaser
Guarantor of this Deed and each transaction contemplated by this Deed does not or will
not (with or without the lapse of time, the giving of notice or both) contravene,
conflict with or result in a breach of or default under:
 (i)
    
    any provision of the relevant constitution of the Purchaser or
the Purchaser Guarantor;(ii)
    
    any material term or provision of any security arrangement,
undertaking, agreement or deed; or(iii)
    
    any writ, order or injunction, judgment, law, rule or
regulation to which they are a party or is subject or by which they are bound.
 2
    
    Solvency
 (a)
    
    None of the following has occurred and is subsisting, or is threatened, in relation
to the any of the Purchaser or the Purchaser Guarantor.
 (i)
    
    The appointment of an administrator or liquidator.(ii)
    
    An application or an order made, proceedings commenced, a
resolution passed or proposed in a notice of meeting or other steps taken for:
 (A)
    
    the winding up, dissolution, or administration
of the Purchaser or the Purchaser Guarantor; or(B)
    
    the Purchaser or the Purchaser Guarantor
entering into an arrangement, compromise or composition with or
assignment for the benefit of its creditors or a class of them.
 (iii)
    
    The Purchaser or the Purchaser Guarantor:
 (A)
    
    being (or taken to be under applicable
legislation) unable to pay its debts, other than as the result of a
failure to pay a debt or claim the subject of a good faith dispute; or
 -59-
    
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(B)
    
    stopping or suspending, or threatening to stop
or suspend, payment of all or a class of its debts.
 (iv)
    
    The appointment of a receiver, receiver and manager,
administrator receiver or similar officer to any of the assets and undertakings
of the Purchaser or the Purchaser Guarantor.
 3
    
    Section 323.1
    
    Prior to the payment of the Deposit and to the execution of this Deed, the Purchaser has
received from the Vendors a statement required by section 32 of the Sale of Land Act (1962) as
amended, a copy of which is attached as Schedule 22 to this Deed.
 -60-
    
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Schedule 4
 Adjustment Statement
 Definitions
  Accruals
 Accrued Income
 Cash
 Current Guest Accounts
 Current Guest Deposits
 Receivables
 Deferred Income
 Intercompany Payables
 Intercompany Receivables
 Inventory
 -61-
    
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Payables
 Prepayments
 Provisions
 1.
    
    General1.1
    
    The Adjustment Statement will be prepared by the Vendors in accordance with the Accounting
Standards as adjusted for the specific items discussed below in Schedule 4 and adjusted for
the principles used in the Accounts. The Actual Adjustment Amount will include any balance
relating to inter-company balances as between, on the one hand, the Vendor Group, and on the
other hand, Group Companies and Group Trusts. For the avoidance of doubt, notes to Accounts
are not included in the Adjustment Statement.2
    
    Current Assets
 Inventory
 2.1
    
    Any items of Inventory which are unsaleable, unusable, spoilt or out of date shall be
excluded from the Inventory.
 Other current assets
 2.2
    
    Other current assets comprise prepayments and other debtors (excluding those included in
calculating the Receivables) and should be recognised to the extent that they are recoverable
within one year of the Completion Date. Prepayments will be computed by reference to the time
period to which the expenditure relates.3
    
    Current Liabilities
 Provisions
 3.1
    
    Provisions include all employee entitlement provisions in respect of annual leave, annual
leave loading and long service leave equal to or less than 12 months. Employee entitlement
provisions included within the Adjustment Statement are to be calculated at 70% of the face
value of the provision to provide an effective after-tax position. For the avoidance of
doubt, this provision shall not include any amounts in respect of severance or redundancy
payments.
 -62-
    
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4
    
    Non Current Liabilities
 Provisions
 4.1
    
    Provisions include all employee entitlement provisions in respect of long services leave for
more than 12 months. Employee entitlement provisions included within the Adjustment Statement
are to be calculated at 70% of the face value of the provision to provide an effective
after-tax position.5
    
    Aggregation5.1
    
    Each entry shall be the aggregate of the separate amounts in respect of any heading for
each of the Group Companies and Group Trusts but must include the breakdown for each
Property/Group Trust/Group Company.6
    
    Estimated Adjustment Amount6.1
    
    For the avoidance of doubt the Estimated Adjustment Amount equals $(2,827,061) calculated
as follows:
 Current AssetsCash
    
    $
    1,015,672Receivables
    
    $
    6,653,654Intercompany Receivables
    
    $
    1,800,000Inventory
    
    $
    832,507Other
    
    $
    467,167Current LiabilitiesInterest bearing liability
    
    $
    (808,727
    )Payables
    
    $
    (9,880,478
    )Intercompany Payables
    (
    $
    1,000,000
    )Provisions
    
    $
    (1,114,382
    )Non Current LiabilitiesProvisions
    
    $
    (792,474
    )Estimated Adjustment Amount
    
    $
    (2,827,061
    )
  -63-
    
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-64-
    
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Schedule 5
 Pro Forma Accounts
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Schedule 6
 Business Names
 Crowne Plaza Canberra
 Business Name:
    
    Registered No:Crowne Plaza Canberra
    
    F00102725Binara One
    
    F00115088Red Salt Grill
    
    F00117954
 Crowne Plaza Coogee
 Business Name:
    
    Registered No:Crowne Plaza Coogee Beach
    
    BN97770481
 Crowne Plaza Terrigal
 Business Name:
    
    Registered No:Seasalt
    
    BN98093769Florida Beach Bar
    
    K4977308Lord Ashley Lounge
    
    M4275335Key Largo Night Club
    
    M4275825Crowne Plaza Terrigal
    
    U8279648Bodhi Spa*
    
    BN98021907
 
 *
    
    held by SC Hotels & Resorts (Australia) Pty Ltd Holiday Inn Potts Point
 Business Name:
    
    Registered No:Holiday Inn Potts Point
    
    BN97835186
 Holiday Inn Townsville
 -66-
    
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Business Name:
    
    Registered No:Holiday Inn Townsville
    
    BN17516237Stokes St. Bar & Grill
    
    BN17466362
 Holiday Inn Melbourne
 Business Name:
    
    Registered No:Clarendon St Grill
    
    B1526727PHoliday Inn Melbourne
    
    B1564282D
 Holiday Inn City Centre Perth
 Business Name:
    
    Registered No:788 Bar Café
    
    BN10105268Level One Restaurant
    
    BN10105256Holiday Inn City Centre Perth
    
    BN10266793
 Holiday Inn on Flinders Melbourne
 Business Name:
    
    Registered No:Holiday Inn on Flinders Melbourne
    
    1368987L
 -67-
    
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Schedule 7
 Deposit Letter
    Deposit Arrangements
  1.
    
    Terms
  (a)
    
    HANZ (Australia) Pty Limited confirms that it has deposited the Deposit into a
controlled moneys account with the Transaction Bank which is in the joint names of the
Vendors and the Purchaser and to which the Stakeholder is the sole signatory to such
account.(b)
    
    The Stakeholder is authorised to treat the Deposit as held under its role as
Stakeholder in accordance with clause 3.1 of the Deed.(c)
    
    The Stakeholder must only release the Deposit in accordance with the terms of
the Deed.
 2.
    
    Limitations on Stakeholders liability
  
    
    for any error of judgment or any act done or omitted to be done by
the Stakeholder or its officers, employees and agents, except for
its own negligence or misconduct; or
    
    for any action taken or not taken by a party under the Deed.
    Holiday Inn Holdings (Australia) Pty Limited
 -68-
    
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HIA (T) Pty Limited
 SPHC Group Pty Limited
 Six Continents Limited
 HANZ (Australia) Pty Limited
 Eureka Funds Management Limited as trustee and manager of the Alternative Investment (Hotel and New
Zealand) Private Syndicate
 Accepted by:
  -69-
    
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Schedule 8
 Disclosure Index
  1.
    
    Master Due Diligence Index;2.
    
    Supplementary Due Diligence Index; and3.
    
    Supplementary Index  Sensitive Employment Contracts and Accommodation Agreements.
 -70-
    
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Schedule 9
 Excluded Assets
    -71-
    
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Schedule 10
 Properties  Details of Freehold and Leasehold Properties
 Freehold Titles
 Hotel:
    
    Title Reference:
    
    Owner:Crowne Plaza Coogee
    
    1/772123
    
    HI (Coogee) Pty Ltd238-246 Arden Street, Coogee NSWCrowne Plaza Terrigal
    
    1003/793659
    
    HI (Terrigal) Pty Ltd11 Ash Street, Terrigal NSW
    
    1005/819949Holiday Inn Potts Point
    
    301/838703
    
    HI (Potts Point) Pty Ltd203-225 Victoria Street, Potts Point NSWHoliday Inn Townsville
    
    50359886
    
    HI (Townsville) Pty Ltd334 Flinders Mall, Townsville QLDHoliday Inn Flinders
    
    Volume 09912 Folio 719
    
    HI (Melbourne) Pty Ltd575 Flinders Lane, Melbourne VICHoliday Inn City Centre Perth
    
    Volume 1226 Folio 657
    
    HI (Perth) Pty Ltd778-788 Hay Street, Perth  WA
    
    Volume 1250 Folio 117Volume 450 Folio 116A
 -72-
    
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Leasehold Titles
 Hotel:
    
    Title Reference:
    
    Landlord:
    
    Tenant:Crowne
Plaza Canberra
    
    Volume 1255 Folio 93
    
    The Commonwealth
of Australia
    
    HI (Canberra) Pty Ltd1 Binara Street,Canberra ACTHoliday Inn Melbourne
    
    Volume 10043 Folio 991
    
    Secretary to the Department of
Infrastructure
    
    Centra Victoria Pty Ltd1-5 Spencer Street,
Melbourne VIC
 -73-
    
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Schedule 11
 Australian Management Contract
 -74-
    
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Schedule 12
 Australian Non Disturbance Deed
  -75-
    
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Schedule 13
 Contracts
 1. Crowne Plaza Canberra (ACT)
 Name of Agreement
    
    Disclosure Index(1)
    
    Otis Elevator Company  Lift Maintenance Services
    
    B/7/007(2)
    
    Ricoh Finance  Agreement
    
    B/10/002(3)
    
    MagiNet Australia P/L Installation and Service
    
    B/7/019(4)
    
    Qantas Holidays Rates and Allocations Agreement
    
    B/8/002(5)
    
    ACTEWAGL Retail Gas Supply Agreement
    
    B/7/004
 2. Crowne Plaza Coogee (NSW)
 Name of Agreement
    
    Disclosure Index(6)
    
    AGL Energy Sales & Marketing
Ltd Gas Supply Agreement
    
    C/7/001(7)
    
    MagiNet Australia P/L Installation and
Service
    
    C/9/027(8)
    
    Electronics by Design 
Minibar Master System Agreement
    
    C/7/011(9)
    
    Reivernet  Hotel Service Agreement
    
    C/7/023
 3. Crowne Plaza Terrigal (NSW)
 Name of Agreement
    
    Disclosure Index(10)
    
    AHS Hospitality  Agreement
    
    D/7/003
 -76-
    
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(11)
    
    AGL Agreement for Sale of Electricity
    
    D/7/002(12)
    
    Videoplus Service Agreement
    
    D/7/009(13)
    
    Ricoh Finance Agreement
    
    D/7/008(14)
    
    MagiNet Australia P/L Installation and Service
Agreement
    
    D/7/014(15)
    
    OTIS Agreement for Extended Maintenance
    
    D/7/013
 4. Holiday Inn Potts Point (NSW)
 Name of Agreement
    
    Disclosure Index(16)
    
    MagiNet Australia P/L Installation and Service
Agreement
    
    E/7/004(17)
    
    AGL Electricity Ltd  Supply Agreement
    
    E/7/005(18)
    
    Lawrence Dry Cleaners Pty Ltd
 Laundry Service Agreement
    
    E/7/002
 5. Holiday Inn Townsville (QLD)
 Name of Agreement
    
    Disclosure Index(19)
    
    MagiNet Australia P/L Installation and
Service Agreement
    
    F/7/005(20)
    
    Sunlover Holidays Short Breaks Agreement
    
    F/8/005(21)
    
    Reivernet  Hotel Service Agreement
    
    F/7/007
 -77-
    
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6. Holiday Inn Melbourne (VIC)
 Name of Agreement
    
    Disclosure Index(22)
    
    AHS Hospitality Group P/L  Contract for
Housekeeping Services
    
    G/7/004(23)
    
    AGL  Agreement for Sale of Electricity
    
    G/7/005(24)
    
    Galloway Environmental Waste Management
P/L  Rental Agreement
    
    G/7/008(25)
    
    Otis  Extension of Term of Maintenance
Agreement
    
    G/7/011(26)
    
    MagiNet Australia P/L Installation and
Service Agreement
    
    G/7/015(27)
    
    Thai Airways Crew Accommodation Agreement
    
    G/8/001(28)
    
    Reivernet  Hotel Service Agreement
    
    G/7/019
 7. Holiday Inn On Flinders (VIC)
 Name of Agreement
    
    Disclosure Index(29)
    
    AGL  Pricing Proposal for Holiday Inn
Flinders
    
    H/7/001(30)
    
    AHS Hospitality Group  Contract for House
Keeping Services
    
    H/7/002(31)
    
    OTIS Elevator Company Extension of
Maintenance Agreement
    
    H/7/007(32)
    
    MagiNet Australia P/L Installation and
Service Agreement
    
    H/7/008(33)
    
    Fuji Xerox  Customer Rental and
Support Services
    
    H/7/004
 -78-
    
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Agreement(34)
    
    Reivernet  Hotel Service Agreement
    
    H/7/010
 8. Holiday Inn City Centre Perth (WA)
 Name of Agreement
    
    Disclosure Index(35)
    
    Alinta Commercial Gas Supply Agreement
    
    I/7/003(36)
    
    MagiNet Australia P/L Installation and
Service Agreement
    
    I/7/023(37)
    
    Digital Document Solutions
    
    I/7/005(38)
    
    Otis Elevators Elevator Maintenance
    
    1/7/019(39)
    
    Reivernet  Hotel Service Agreement
    
    I/7/025
 -79-
    
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Schedule 14
 Form of resignation
 To:
    
    The Directors[insert Entity Name][insert Address]
    
  -80-
    
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Schedule 15
 Vendors knowledge
 (1)
    
    (2)
    
    (3)Person
    
    Area of Business
    

Vendors WarrantiesJohanna McPherson
    
    Senior Corporate Counsel
    
    1.1, 6.2, 9.3, 9.4, 15.1, 16.1Dennis Cook
    
    Director  Statutory Reporting,
Tax & Treasury
    
    1.1, 6.2George Lee
    
    Director  Asset Management
    
    1.1, 8, 9.3, 9.4, 14.1, 15.1, 16.1, 19.2, 19.3
 -81-
    
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Schedule 16
 Employee Information
 CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Crowne Plaza
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *Canberra (ACT)
    
    B/12.5/016
    
    B/12.5/019
    
    B/12.5/018
    
    B/12.5/017
    
    B/12.5/017
    
    B/12.5/017
    
    B/12.3/001
    
    B/12.5/015HRD E.O.M
    
    Employee List
    
    Employee List 
    
    Leave Liability
    
    Leave Liability Report
    
    Leave Liability
    
    Accrued Provident
    
    Certificate ofEmployee Report
    
    Date: 27/7/2005
    
    Payroll
    
    Report
    
    Date:  19/7/ 2005
    
    Report
    
    Fund General Ledger Reconciliation
    
    CurrencyDate: 22/7/2005
    
    
    
    Date: 27/7/2005
    
    Date:  19/7/ 2005
    
    
    
    Date:  19/7/ 2005
    
    
    
    Date: 30/6/2005Date: 5/4/2005
    
    to 30/6/2006*B/12.3/002Mercer PortfolioService ContributionFormDate: September 2004*B/12.3/003Hostplus  Applicationto become aparticipating employerDate: 25/6/2004*B/12.3/004AMP IHG Custom SuperContributions
 -82-
    
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CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Date: 27/6/2005*B/12.3/005Mercer Portfolio GroupContributionsDate: 27/6/2005*B/12.3/006HostplusSuperannuationContributionsDate: 27/6/2005Crowne Plaza
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *Coogee (NSW)C/12.5/018
    
    C/12.5/018
    
    C/12.5/018
    
    C/12.5/021
    
    C/12.5/022
    
    C/12.5/022
    
    C/12.3/001
    
    C/12.5/019Employee Data as
    
    Employee Data as
    
    Employee Data as
    
    Long Service
    
    Leave Liability Report
    
    Leave Liability
    
    Statement as to
    
    CGU Invoiceat 1 August 2005
    
    at 1 August 2005
    
    at 1 August 2005
    
    Leave Report
    
    Date: 26/7/2005
    
    Report
    
    superannuation contributions
    
    Date: 15/3/2005Date: 1/8/2005
    
    Date: 1/8/2005
    
    Date: 1/8/2005
    
    Date: 28/7/2005
    
    
    
    Date: 26/7/2005
    
    
    
    *Date: undated
    
    C/12.5/020*
    
    CGU Workers CompensationC/12.3/002Statement as to
    
    Date: 14/1/2004superannuation
    
     14/1/2005contributions andpayment requisitions
 -83-
    
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    Final




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CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Date: 1/8/2005Crowne Plaza
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *Terrigal (NSW)D/12.5/012
    
    D/12.5/011
    
    D/12.5/012
    
    D/12.5/013
    
    D/12.5/013
    
    D/12.5/013
    
    D/12.3/001
    
    D/12.5/006Staff Listing by
    
    Staff Listing by
    
    Staff Listing by
    
    Leave Liability
    
    Leave Liability Report
    
    Leave Liability
    
    General Ledger
    
    CGU Workerslast name
    
    employment date
    
    last name
    
    Report
    
    Date: 26/7/2005
    
    Report
    
    Reconciliation
    
    Compensation Premium CalculationDate: 29/7/2005
    
    Date: 29/7/2005
    
    Date: 29/7/2005
    
    Date: 26/7/2005
    
    
    
    Date: 26/7/2005*D/12.3/002
    
    Date:  Duration of Policy 30 June 2004  30 June 2005.Hostplus  EmployerRecord of contributionDate: 1/7/2004 31/12/2004
    
    **
    
    D/12.5/014D/12.3/003
    
    CGU InsuranceAMP  Employer
    
    Invitation to renewSuperannuation
    
    Date: 11/6/2005ContributionsDate: 29/7/2005
 -84-
    
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CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Holiday Inn Potts Point (NSW)
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *E/12.5/004
    
    E/12.5/004
    
    E/12.5/021
    
    E/12.5/021
    
    E/12.5/018
    
    E/12.5/018
    
    E/12.3/001
    
    E/12.5/011Total Employees
    
    Total Employees
    
    Long Service
    
    Long Service
    
    Leave Liability Report
    
    Leave Liability
    
    Statement as to
    
    WorkersReport
    
    Report
    
    Leave Report
    
    Leave Report
    
    Date: 26/7/2005
    
    Report
    
    superannuation
    
    Compensation contributionsPremium ForecastDate: undated
    
    Date: undated
    
    Date: July 2005
    
    Date: July 2005
    
    
    
    Date: 26/7/2005*
    
    *
    
    
    
    
    
    
    
    
    
    Date: 2 /5/2005
    
    Date: Adjustment forecast for 04  05 and 05 -06E/12.5/020
    
    E/12.5/020
    
    
    
    
    
    
    
    
    
    *Employee Listing
    
    Employee Listing
    
    
    
    
    
    
    
    
    
    E/12.3/002Date: undated
    
    Date: undated
    
    
    
    
    
    
    
    
    
    AMP Custom Super  EFT Payment
    
    *E/12.5/012Date: 30/7/2005
    
    Date: undated*E/12.3/003Hostplus Super FundPayment RequisitionDate: 30/7/2005*E/12.3/004BT Lifetime Super EFT Payment30/7/2005
 -85-
    
    Share and Units Sale Deed
    
    Final




---



##### 



CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)*E/12.3/005MLC Masterkey Super EFT PaymentDate: 30/7/2005*E/12.3/006NSW ElectricalSuperannuation SchemeDate: 30/7/2005*E/12.3/007Self Managed SuperFund  EFT PaymentDate: 30/7/2005*E/12.3/008AM Corp  EFT PaymentDate: 30/7/2005*E/12.3/009Superannuation ReportDate: 26/7/2005
 -86-
    
    Share and Units Sale Deed
    
    Final




---



##### 



CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Holiday Inn Townsville (QLD)
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *F/12.5/013
    
    F/12.5/013
    
    F/12.5/013
    
    F/12.5/003
    
    F/12.5/012
    
    F/12.5/011
    
    F/12.3/001
    
    F/12.5/014Holiday Inn
    
    Holiday Inn
    
    Holiday Inn
    
    Long Service
    
    Sick Leave Liability
    
    Annual Leave
    
    Perpetual Investments
    
    Letter reTownsville
    
    Townsville
    
    Townsville
    
    Leave Report
    
    Report
    
    Liability Report
    
     March 05
    
    Certificate ofEmployee details
    
    Employee details
    
    Employee details
    
    Date: 31/3/ 2005
    
    Date: 29/7/2005
    
    Date: 29/7/2005
    
    contributions
    
    CurrencyDate: 27/7/2005
    
    Date: 27/7/2005
    
    Date: 27/7/2005
    
    
    
    
    
    
    
    Date: March 2005*
    
    Date: Current to 30/6/2006F/12.3/002Sunsuper  March 05contributionsDate: March 2005*F/12.3/003InTrust Super  March05 contributionsDate: March 2005*F/12.3/004InTrust Super AccountSummary  April 2005Date: April 2005*F/12.3/005
 -87-
    
    Share and Units Sale Deed
    
    Final




---



##### 



CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Perpetual Investments April 2005contributions)Date: April 2005*F/12.3/006Sunsuper  April 2005contributionsDate: April 2005*F/12.3/007AMP Life  March 2005contributionsDate: March 2005*F/12.3/008InTrust  VoluntarySuperannuationDeductions ReportDate: 20 April 2005*F/12.3/009InTrust Superannuation July 2005contributions
 -88-
    
    Share and Units Sale Deed
    
    Final




---



##### 



CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Date: July 2005*F/12.3/010AMP Life  July 2005ContributionsDate: July 2005*F/12.3/011Perpetual Investments July 2005ContributionsDate: July 2005*F/12.3/012Sunsuper  July 2005contributionsDate: July 2005*
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *Holiday InnMelbourne
    
    G/12.5/012
    
    G/12.5/012
    
    G/12.5/011
    
    G/12.5/013
    
    G/12.5/010
    
    G/12.5/004
    
    G/12.3/001
    
    G/12.5/009(VIC)Staff List
    
    Staff List
    
    Pay Rates
    
    Long Service
    
    Sick Leave Liability
    
    Annual Leave
    
    Hostplus Superannuation
    
    Certificate of
 -89-
    
    Share and Units Sale Deed
    
    Final




---



##### 



CommencementComplete List of
    
    Date of each
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Full Time and
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Part Time
    
    for each
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Date:  1/8/2005
    
    Date:  1/8/2005
    
    Date:  1/8/2005
    
    Leave Liability
    
    Report
    
    Liability Report
    
    Fund
    
    CurrencyReport
    
    Date:  1/8/ 2005
    
    Date: 26 /4/2005
    
    Application form
    
    Date:  30 June2005  30 June 2006Date: 1/8/2005
    
    
    
    
    
    Date: 12 /3/1992
 -90-
    
    Share and Units Sale Deed
    
    Final




---



##### 



Complete List of
    
    Commencement
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Date of each Full
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Time and Part Time
    
    for
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    each employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)*G/12.3/002Allowances Report
Date: 31/3/2005*G/12.3/003MLC Superannuation
Contributions  March 2005Date: March 2005*G/12.3/004HostPlus Superannuation
Contributions  March 2005Date: March 2005*G/12.3/005AMP Life  March
contributionsDate: March 2005
 -91-
    
    Share and Unit Sale Deed
    
    Final




---



##### 



Complete List of
    
    Commencement
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Date of each Full
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Time and Part Time
    
    for
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    each employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)*G/12.3/006Accrued Provident Fund 
General Ledger
ReconciliationDate: March 2005*G/12.3/007Allowances ReportDate: 27 /6/2005Holiday Inn
On Flinders
(VIC)
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *H/12.5/009
    
    H/12.5/009
    
    H/12.5/010
    
    H/12.5/011
    
    H/12.5/008
    
    H/12.5/001
    
    H/12.3/001
    
    H/12.5/006Staff List
Date: 1/8/2005
    
    Staff List
Date: 1/8/ 2005
    
    Pay Rates
Date: 1/8/2005
    
    Long Service
Leave Liability
Report
    
    Sick Leave Liability
Report
Date: 1/8/ 2005
    
    Annual Leave
Liability Report
Date: 26/4/2005
    
    Accrued Provident Fund
 General Ledger
Reconciliation
    
    Certificate of
Currency
Date: 30/6/2005  30/6/2006Date: 1/8/ 2005
    
    
    
    
    
    Date: March 2005*H/12.3/002HostPlus contribution 
January 2005Date: 7/4/ 2005*
 -92-
    
    Share and Unit Sale Deed
    
    Final




---



##### 



Complete List of
    
    Commencement
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Date of each Full
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Time and Part Time
    
    for
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    each employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)H/12.3/003HostPlus contribution 
March 2005Date: March 2005*H/12.3/004Colonial First State
Investment Contribution 
March 2005Date: 31/3/2005*H/12.3/005 AMP Super
Contributions  March
2005Date: 31/3/2005*H/12.3/006Allowances ReportDate: 27 /6/2005
 -93-
    
    Share and Unit Sale Deed
    
    Final




---



##### 



Complete List of
    
    Commencement
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Date of each Full
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Time and Part Time
    
    for
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    each employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)Holiday Inn
City Centre
Perth (WA)
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *
    
    *I/12.5/006
    
    I/12.5/006
    
    I/12.5/006
    
    I/12.5/007
    
    I/12.5/007
    
    I/12.5/007
    
    I/12.3/001
    
    I/12.5/004Employee Listing as
at
26 July 2005

Date: 26/7/2005
    
    Employee Listing as
at 26 July 2005

Date: 26/7/2005
    
    Employee Listing
as at 26 July
2005
Date: 26/7/2005
    
    Leave Liability
Report
Date: 27/7/2005
    
    Leave Liability Report

Date: 27/7/2005
    
    Leave Liability
Report
Date: 27/7/2005
    
    AMP Custom Super 
March contributions

Date: March 2005
    
    Workers
Compensation
Insurance
Premium*Date: 31/3/2005I/12.3/002 Westscheme 
March contribution
advice
    
    *
I/12.5/005Date: March 2005
    
    Certificate of Currency*I/12.3/003 MLC
Employer Contributions
Statement
    
    Date: 30/6/2005 to 30/6/2006Date: 18/2/2005*I/12.3/004 REST
superannuation  March
contributionsDate: March 2005
 -94-
    
    Share and Unit Sale Deed
    
    Final




---



##### 



Complete List of
    
    Commencement
    
    
    
    Accrued Long
    
    
    
    Accrued AnnualFull Time and
    
    Date of each Full
    
    Rates of Pay
    
    Service Leave
    
    
    
    Leave (including
    
    Contributions toPart Time
    
    Time and Part Time
    
    for
    
    for each
    
    Accrued Sick Leave
    
    leave loading) for
    
    superannuation
    
    Workersemployees
    
    employee
    
    each employee
    
    employee
    
    for each employee
    
    each employee
    
    funds (cl.20.1(g) and
    
    CompensationHotel
    
    (cl.20.1(a))
    
    (cl.20.1(b))
    
    (cl.20.1(c))
    
    (cl.20.1(d))
    
    (cl.20.1(e))
    
    (cl. 20.1(f))
    
    cl.10.2)
    
    (cl.20.7)*I/12.3/005 Tyndall
Optimum Master
Superannuation  March
contributionsDate: March 2005*I/12.3/006 HostPlus
contribution paymentsDate: 21/3/2005*I/12.3/007Allowances ReportDate: 28/6/2005Comment: Please note
that contributions are
no
longer made to Sun
Super
and Asgard as stated in
the Allowances Report.
The employees who were
receiving benefits into
these funds have been
transferred from H.I
City
Centre Perth.
 -95-
    
    Share and Unit Sale Deed
    
    Final




---



##### 



-96-
    
    Share and Unit Sale Deed
    
    Final




---



##### 



Schedule 17
 Disclosure Schedule
 Preliminary
 1.
    
    A disclosure does not imply the existence of any representation, warranty or undertaking not
expressly given in the Deed, nor does it extend the scope of any representation, warranty or
undertaking which is expressly given.
 2.
    
    Capitalised terms in this Schedule have the same meanings as in the Deed, unless the context
otherwise indicates.
 General disclosures
 1.
    
    The HVS Forecasts were prepared on the basis of the Marketing and Reservation Contributions
set out in the 2005 Budget and are not based on the new Marketing and Reservation Contribution
set out in the Australian Management Contract referred to in Schedule 11 and disclosed in
document A/7/035 of the Data Room
 Specific disclosures
 1.
    
    Without limiting the preceding paragraphs, the matters listed in the table below are
specifically disclosed. The headings and paragraph references relate to specific Warranties
in Schedule 2.
 (a)
    
    Crown Plaza Canberra  H.I. (Canberra) Trust and H.I. (Canberra) Pty Ltd
 Item
    
    Warranty No
    
    DisclosuresPower and Authority
    
    2.5(b)
    
    Consent to change of
control are required for
some of the contracts as
specified in Part A of
Schedule 20.Sale Shares and Units
    
    5.3
    
    Minutes of Meeting
recording the original
allotment of shares to
Christine Mary Maher on
19/03/01 could not be
located.
The number of units
issued has been
ascertained based on
information available in
the company records. It
is possible that some
units which have been
issued may not be
recorded in the trusts
unit register.Constitution
    
    4.3(b) and
6.2
    
    The Trustee has performed
under the Trust Deed from
1 October 2003 in breach
of the terms of the Trust
deed with respect to the
determination of
Accounting Period.
The Trustee has performed
in breach of the terms of
the Trust Deed in each
year since the
establishment of the
Trust by distributing
net income as defined
under the Income Tax
 -97-
    
    Share and Unit Sale DeedFinal




---



##### 



Item
    
    Warranty No
    
    DisclosuresAssessment Act without
making a prior
determination to
distribute the same.
The Trustee has performed
in breach of the terms of
the Trust Deed by
distributing net income
as defined under the
Income Tax Assessment Act
of the Trust from the
period 1 October 2003 to
31 December.Contracts
    
    12.1(a)
    
    Not all Contracts have
been properly executed
and some Contracts do not
have the proper legal
entity name described as
parties.
A Hotel Service Agreement
with Reivernet
substantially in the form
contained in C/7/023 of
the Data Room will
shortly be entered into
in respect of the hotel.
S C Hotels & Resorts
(Australia) Pty Ltd has
entered into agreement
with Carlton & United
Beverages [see A/5/003 of
the Data Room] and will
shortly be entering into
an agreement with Douwe
Egberts [see A/5/002 of
the Data Room] (each a
master agreement). The
Group Company will in due
course execute a side
agreement, addendum or
other document confirming
that it bound by the
arrangements and
covenants under the
master agreement on the
part of S C Hotels &
Resorts (Australia) Pty
Ltd in respect of the
hotelDisputes and Litigation
    
    14
    
    On 17 May 2005 the
services of Ms Cheryl
Parsons were terminated.
Solicitors acting on
behalf of Ms Cheryl
Parsons wrote to the
Hotel on 19 May 2005
raising issues with
respect to a potential
workers compensation
claim and alleged
breaches of the
Occupational Health &
Safety Act, 1999 and the
Discrimination Act, 1991
(ACT). The allegations
were not particularised.
No litigation has been
commenced with respect to
the OH&S allegation
and/or the discrimination
allegation. No claim or
litigation has been
commenced in relation to
this termination.
The Vendor has received
notice of the proposed
development of Block 19
Section 65 [see
B/14.3/005 in Data
Room)]. The Vendor is
considering its options
in relation to the
proposed development with
a view of raising
objections with the
consent authority to the
proposed developmentLicences, Permits etc
    
    16.1
    
    The Vendors do not hold
an original certificate
of title in respect of
the property. However,
arrangements are being
made for an application
for the issue of a
certificate of title from
the land titles office.
 -98-
    
    Share and Unit Sale DeedFinal




---



##### 



Employees
    
    20.1(f)
    
    There may be some
managers who have their
superannuation
contributions paid to
funds other than those
specified in Schedule 16.
 (b)
    
    Crown Plaza Coogee  H.I. (Coogee) Trust and H.I. (Coogee) Pty Ltd
 Item
    
    Warranty No
    
    DisclosuresPower and Authority
    
    2.5(b)
    
    Consent to change of control are
required for some of the
contracts as specified in Part A
of Schedule 20.Sale Shares and Units
    
    5.3
    
    The number of units issued has
been ascertained based on
information available in the
company records. It is possible
that some units which have been
issued may not be recorded in
the trusts unit register.Constitution
    
    4.3(b) and
6.2
    
    The Trustee has performed under
the Trust Deed from 1 October
2003 in breach of the terms of
the Trust deed with respect to
the determination of Accounting
Period.
The Trustee has performed in
breach of the terms of the Trust
Deed in each year since the
establishment of the Trust by
distributing net income as
defined under the Income Tax
Assessment Act without making a
prior determination to
distribute the same.
The Trustee has performed in
breach of the terms of the Trust
Deed by distributing net
income as defined under the
Income Tax Assessment Act of the
Trust from the period 1 October
2003 to 31 December.6.5
    
    The H.I. (Coogee) Trust Trust
Deed may not have been stamped.Contracts
    
    12.1 (a)
    
    Not all Contracts have been
properly executed and some
Contracts do not have the proper
legal entity name described as
parties.
S C Hotels & Resorts (Australia)
Pty Ltd has entered into
agreement with Carlton & United
Beverages [see A/5/003 of the
Data Room] and will shortly be
entering into an agreement with
Douwe Egberts [see A/5/002 of
the Data Room] (each a master
agreement). The Group Company
will in due course execute a
side agreement, addendum or
other document confirming that
it
 -99-
    
    Share and Unit Sale DeedFinal




---



##### 



bound by the arrangements and
covenants under the master
agreement on the part of S C
Hotels & Resorts (Australia) Pty
Ltd in respect of the hotelProperties
    
    9
    
    The land contained in
certificate of title folio
identifier 11\841828 is not
owned by H.I. (Coogee) Pty Ltd
and is not included in the sale.Disputes
    
    16
    
    A letter of demand seeking 18
months termination payment in
respect of the termination of
the former Director of Food and
Beverage and has been received,
a copy of which is located in
C/14.3/007 of the Data Room.Employees
    
    20.1(f)
    
    There may be some managers who
have their superannuation
contributions paid to funds
other than those specified in
Schedule 16.
 (c)
    
    Crown Plaza Terrigal  H.I. (Terrigal) Trust and H.I. (Terrigal) Pty Ltd
 Item
    
    Warranty No
    
    DisclosuresPower and Authority
    
    2.5(b)
    
    Consent to change of
control are required for
some of the contracts as
specified in Part A of
Schedule 20.Sale Shares and Units
    
    5.3
    
    Minutes of Meeting
approving issue of 100
units to HIA (T) Pty
Limited could not be
located.
The number of units
issued has been
ascertained based on
information available in
the company records. It
is possible that some
units which have been
issued may not be
recorded in the trusts
unit register.Constitution
    
    4.3(b) and
6.2
    
    The Trustee has performed
under the Trust Deed from
1 October 2003 in breach
of the terms of the Trust
deed with respect to the
determination of
Accounting Period.
The Trustee has performed
in breach of the terms of
the Trust Deed by
distributing net income
as defined under the
Income Tax Assessment Act
of the Trust from the
period 1 October 2003 to
31 December.Properties
    
    9
    
    Certificates under
section 16 of the Retail
Leases Act for Shops 9
and 18 and the Retail
Disclosure Statement for
Shop 9 cannot be located.Contracts
    
    12.1 (a)
    
    Not all Contracts have
been properly executed
and some Contracts do not
have the proper legal
entity name described as
parties.
A Hotel Service Agreement
with Reivernet
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substantially in the form
contained in C/7/023 of
the Data Room has been
entered into but a copy
cannot be located.
S C Hotels & Resorts
(Australia) Pty Ltd has
entered into agreement
with Carlton & United
Beverages [see A/5/003 of
the Data Room] and will
shortly be entering into
an agreement with Douwe
Egberts [see A/5/002 of
the Data Room] (each a
master agreement). The
Group Company will in due
course execute a side
agreement, addendum or
other document confirming
that it bound by the
arrangements and
covenants under the
master agreement on the
part of S C Hotels &
Resorts (Australia) Pty
Ltd in respect of the
hotelDisputes and Litigation
    
    14
    
    There are proceedings in
respect of complaints
under s104 of the Liquor
Act 1982[See D/14.3/008
of the Data Room].
A conference meeting of
the Liquor Administration
Board is scheduled to
take place in the second
or third week of October.Disputes
    
    16
    

1. Development Consent
has not been issued in
respect of storage cages
located in the basement
car park of the Hotel.2. A POPE licence has not
been issued in respect of
the Hotel.3. Construction and
Occupation Certificates
have not been issued in
respect of the Bodhi Day
Spa [see D/5.1/008 of the
Data Room]Employees
    
    20.1(f)
    
    There may be some
managers who have their
superannuation
contributions paid to
funds other than those
specified in Schedule 16.
 (d)
    
    Holiday Inn Potts Point  H.I. (Potts Point) Trust and H.I. (Potts Point) Pty
Ltd
 Item
    
    Warranty No
    
    DisclosuresPower and Authority
    
    2.5(b)
    
    Consent to change of
control are required for
some of the contracts as
specified in Part A of
Schedule 20.Sale Shares and Units
    
    5.3
    
    Minutes of Meeting
approving issue of 100
units to HIA (T) Pty
Limited could not be
located.
The number of units
issued has been
ascertained based on
information available in
the company records. It
is possible that some
units which have been
issued may not be
recorded in the trusts
unit register.
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Constitution
    
    4.3(b) and
6.2
    
    The Trustee has performed
under the Trust Deed from
1 October 2003 in breach
of the terms of the Trust
deed with respect to the
determination of
Accounting Period.
The Trustee has performed
in breach of the terms of
the Trust Deed by
distributing net income
as defined under the
Income Tax Assessment Act
of the Trust from the
period 1 October 2003 to
31 December.Contracts
    
    12.1(a)
    
    Not all Contracts have
been properly executed
and some Contracts do not
have the proper legal
entity name described as
parties.
A Hotel Service Agreement
with Reivernet
substantially in the form
contained in C/7/023 of
the Data Room has been
entered into but a copy
cannot be located.
S C Hotels & Resorts
(Australia) Pty Ltd has
entered into agreement
with Carlton & United
Beverages [see A/5/003 of
the Data Room] and will
shortly be entering into
an agreement with Douwe
Egberts [see A/5/002 of
the Data Room] (each a
master agreement). The
Group Company will in due
course execute a side
agreement, addendum or
other document confirming
that it bound by the
arrangements and
covenants under the
master agreement on the
part of S C Hotels &
Resorts (Australia) Pty
Ltd in respect of the
hotelDisputes and Litigation
    
    14.3 &
14.5
    
    The Miscellaneous Workers
Union commenced a claim
before the NSW Industrial
Relations Commission with
respect to the
termination of the
services of Ms Verzosa in
May 2005. The
Application for
re-instatement as a
Housekeeping Supervisor
will be determined
following a hearing
before Commissioner
Cambridge of the NSW IRC
in early November 2005.Employees
    
    20.1(f)
    
    There may be some
managers who have their
superannuation
contributions paid to
funds other than those
specified in Schedule 16.
 (e)
    
    Holiday Inn Townsville  H.I. (Townsville) Trust and H.I. (Townsville) Pty Ltd
 Item
    
    Warranty No
    
    DisclosuresPower and Authority
    
    2.5(b)
    
    Consent to change of control are
required for some of the
contracts as specified in Part A
of Schedule 20.
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Sale Shares and Units
    
    5.3
    
    The number of units issued has
been ascertained based on
information available in the
company records. It is possible
that some units which have been
issued may not be recorded in
the trusts unit register.
 Constitution
    
    4.3(b) and
6.2
    
    The Trustee has performed under
the Trust Deed from 1 October
2003 in breach of the terms of
the Trust deed with respect to
the determination of Accounting
Period.
The Trustee has performed in
breach of the terms of the Trust
Deed in each year since the
establishment of the Trust by
distributing net income as
defined under the Income Tax
Assessment Act without making a
prior determination to
distribute the same.
The Trustee has performed in
breach of the terms of the Trust
Deed by distributing net
income as defined under the
Income Tax Assessment Act of the
Trust from the period 1 October
2003 to 31 December.Properties
    
    9.3
    
    As far as the Vendor is aware,
eaves which extend out past the
boundaries on Flinders Mall &
Stokes Street have been part of
the building since construction
and form part of the fabric of
the building.Contracts
    
    12.1(a)
    
    Not all Contracts have been duly
executed and some Contracts do
not have the proper legal entity
name described as parties.
S C Hotels & Resorts (Australia)
Pty Ltd has entered into
agreement with Carlton & United
Beverages [see A/5/003 of the
Data Room] and will shortly be
entering into an agreement with
Douwe Egberts [see A/5/002 of
the Data Room] (each a master
agreement). The Group Company
will in due course execute a
side agreement, addendum or
other document confirming that
it bound by the arrangements and
covenants under the master
agreement on the part of S C
Hotels & Resorts (Australia) Pty
Ltd in respect of the hotel
 (f)
    
    Holiday Inn Flinders  H.I. (Melbourne) Trust and H.I. (Melbourne) Pty Ltd
 Item
    
    Warranty No
    
    DisclosuresPower and Authority
    
    2.5(b)
    
    Consent to change of control are
required for some of the
contracts as specified in Part A
of Schedule 20.
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Sale Shares and Units
    
    5.3
    
    Minutes of Meeting approving
issue of 100 units to HIA (T)
Pty Limited could not be located
The number if units issued has
been ascertained based on
information available in the
company records. It is possible
that some units which have been
issued may not be recorded in
the trusts unit register.
 Constitution
    
    4.3(b) and
6.2
    
    The Trustee has performed under
the Trust Deed from 1 October
2003 in breach of the terms of
the Trust deed with respect to
the determination of Accounting
Period.
The Trustee has performed in
breach of the terms of the Trust
Deed by distributing net
income as defined under the
Income Tax Assessment Act of the
Trust from the period 1 October
2003 to 31 December.6.5
    
    The H.I. (Melbourne) Trust Trust
Deed may not have been stamped.Contracts
    
    12.1(a)
    
    Not all Contracts have been duly
executed and some Contracts do
not have the proper legal entity
name described as parties.
S C Hotels & Resorts (Australia)
Pty Ltd has entered into
agreement with Carlton & United
Beverages [see A/5/003 of the
Data Room] and will shortly be
entering into an agreement with
Douwe Egberts [see A/5/002 of
the Data Room] (each a master
agreement). The Group Company
will in due course execute a
side agreement, addendum or
other document confirming that
it bound by the arrangements and
covenants under the master
agreement on the part of S C
Hotels & Resorts (Australia) Pty
Ltd in respect of the hotel
 (g)
    
    Holiday Inn Melbourne  Centra Victoria Pty Limited
 Item
    
    Warranty No
    
    DisclosuresPower and Authority
    
    2.5(b)
    
    Consent to change of control are
required for some of the contracts as
specified in Part A of Schedule 20.
 Properties
    
    9
    
    
    1.
    
    
    The Lessee has been offering
offered discount rates to IHG
employees and other persons including
hotel owners inconsistent with clause
6.2 of the Ground Lease [G/2.1/004 of
the Data Room]. This clause prevents
the
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Lessee from granting any
preferential or discounted room rates
to anyone affiliated with, related
to, in joint venture or partnership
with the Lessee or the manager or
operator of the Hotel without the
consent of the Lessor.2.
    
    
    The hotel is being used as a
regional base with anywhere up to 8
regional staff being based in the
property at any one time inconsistent
with Clause 6.3 of the Ground Lease
which prevents the use of the office
space and the premises from general
corporate requirements of the Lessee
limiting it to use for the management
of the premises.3.
    
    
    The Ground Lease has been under
the grandfathering provisions of GST
legislation and from 1 July 2005 IHG
has agreed to pay GST in addition to
rent. IHG are awaiting draft
variation of lease documentation in
regard to the obligation to pay GST.4.
    
    
    There are joint operating
agreements dealing with the joint
operation and shared use of
facilities at the Holiday Inn
Melbourne, Melbourne Convention
Centre and World Trade Centre and the
shared carpark [see G/2.2/007,
G/2.2/008, G/2.2/014 of the Data
Room] There is non-compliance with
the terms of the Joint Operating
Agreements as detailed in G/2.2/012
and G/2.2/0.13 of the Data Room]
 Contracts
    
    12.1(a)
    
    Not all Contracts have been duly
executed and some Contracts do not
have the proper legal entity name
described as parties.
 (h)
    
    Holiday Inn City Centre Perth  H.I. (Perth) Trust and H.I. (Perth) Pty Ltd
 Item
    
    Warranty No
    
    DisclosuresPower and Authority
    
    2.5(b)
    
    Consent to change of control are
required for some of the
contracts as specified in Part A
of Schedule 20.Sale Shares and Units
    
    5.3
    
    Minutes of Meeting approving
issue of 100 units on 19/12/97
and 27,502,900 on 25/9/98 to HIA
(T) Pty Limited could not be
located.
The number of units issued has
been ascertained based on
information available in the
company records. It is possible
that some units which have been
issued may not be recorded in
the trusts unit register.
 -105-
    
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Constitution
    
    4.3(b) and 6.2
    
    The Trustee has performed under
the Trust Deed from 1 October
2003 in breach of the terms of
the Trust deed with respect to
the determination of Accounting
Period.
The Trustee has performed in
breach of the terms of the Trust
Deed by distributing net
income as defined under the
Income Tax Assessment Act of the
Trust from the period 1 October
2003 to 31 December.6.5
    
    The H.I. (Perth) Trust Trust
Deed may not have been stamped.Contracts
    
    12.1(a)
    
    Not all Contracts have been duly
executed and some Contracts do
not have the proper legal entity
name described as parties.
S C Hotels & Resorts (Australia)
Pty Ltd has entered into
agreement with Carlton & United
Beverages [see A/5/003 of the
Data Room] and will shortly be
entering into an agreement with
Douwe Egberts [see A/5/002 of
the Data Room] (each a master
agreement). The Group Company
will in due course execute a
side agreement, addendum or
other document confirming that
it bound by the arrangements and
covenants under the master
agreement on the part of S C
Hotels & Resorts (Australia) Pty
Ltd in respect of the hotelEnvironment
    
    13.1,
13.2
    
    Water collected in a pit within
the basement level of the
carpark is being pumped towards
the stormwater system towards
Hay Street. A permit is being
sought to discharge the water
into the sewer from the water
corporation.Licences, Permits etc
    
    16.1
    
    Rooms 205, 207, 209, 211 have
been converted from office space
to bedrooms. Permission is being
sought (retrospectively) from
the City of Perth for this work.Employees
    
    20.1(a)
    
    Two Area employees, Damian Ten
Bohmer Area Director of Sales &
Marketing and Leah Lipman, Area
Revenue Manager are employed by
HI (Perth) Pty Ltd, however were
not included in the list of
employees supplied by the hotel
as they are currently paid out
of the InterContinental Hotel
Burswood payroll. Holiday Inn
Perth contributes a percentage
of their wages.
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Schedule 18
 Taxation clauses
 1
    
    Tax demands1.1
    
    Purchaser to notify Vendors
 (a)
    
    The Purchaser must:
 (i)
    
    give the Vendors a copy of any relevant Assessment within 5 Business Days
after the Assessment is received; and(ii)
    
    within 10 Business Days of becoming aware of a matter that may lead to
the making or issue of a relevant Assessment, give full details of that matter to
the Vendors.
 1.2
    
    Purchaser not to compromise claim
 (a)
    
    The Purchaser must not, and shall ensure that each Group Company, Group Trust and any
Purchaser Group member does not, take any action relating to an Assessment that might lead to
liability on the part of the Vendors, if the Purchaser has received a notice from the Vendors
under clause 1.3(a)(i) or until the time limits set out in clause 1.3(a)(ii) have expired.
 1.3
    
    Vendors to contest Assessment
 (a)
    
    Following receipt of a notice under clause 1.1, the Vendors may advise the Purchaser of their
intention to contest the Assessment by:
 (i)
    
    written notice to the Purchaser 5 Business Days before the due date
stated in the Assessment for payment of any Tax; and(ii)
    
    payment of a sum of money to the Purchaser equal to the amount of Tax
required to be paid to the relevant Government Agency while action is being taken
(but only to the extent that the amount of Tax to be required to be paid to the
relevant Government Agency has not been provided for in a proper provision in the
accounts of the relevant Group Company or Group Trust). Such payment is made by way
of interest free loan and must be paid to the Purchaser 2 Business Days before the
due date stated in the Assessment for payment of any Tax.
 (b)
    
    On a written request from the Vendors, the Purchaser must pursue, or cause the person
required to pay the Tax under the Assessment to pursue, any action required to contest the
Assessment, including, but not limited to:
 (i)
    
    a written objection with the Government Agency;(ii)
    
    an action or appeal to a relevant tribunal body; or(iii)
    
    an action or appeal in the Federal Court or any higher court or court of
competent jurisdiction.
 (c)
    
    The Purchaser must notify the Vendors of any determination made by a Government Agency,
tribunal or court relating to an action taken under clause 1.3(b) as soon as practicable.
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(d)
    
    The Purchaser must, and must cause each Group Company, Group Trust and Purchaser Group member
to, follow all reasonable directions given by the Vendors relating to an action taken under
clause 1.3(b), including using any professional advisers nominated by the Vendors.(e)
    
    The Purchaser must, and must cause each Group Company, Group Trust and Purchaser Group member
to, provide the Vendors with all reasonable assistance on matters relating to an action taken
under clause 1.3(b), including access to witnesses, documents, personnel and premises. Costs
arising from clause (b), (d) and this clause (e) must be borne by the Vendors.(f)
    
    The provisions of paragraphs (b), (d) and (e) are subject to the proviso that such action or
directions or assistance does not prejudice the rights or tax position (present or future,
actual or contingent) of the Purchaser.
 1.4
    
    Vendors not to contest Assessment
  1.5
    
    No admission to liability
  2
    
    Limitations on Vendor liability2.1
    
    Limitations
 (a)
    
    The Vendors are not liable for any Loss that arises where such Loss occurs as a result of:
 (i)
    
    the position taken by a Group Company or Group Trust post-Completion in
relation to a Tax law is different to the position taken by the same entity prior to
Completion;(ii)
    
    a Group Company or Group Trust fails to take action post Completion as
required by a Tax law, including failing to take action within the time allowed; or(iii)
    
    a Purchaser Group member, Group Company or Group Trust fails to take an
action that is assumed to have been taken when computing the provision for Tax in
the Adjustment Statement.
 (b)
    
    The limitation provided for in clause 2.1(a)(i) does not apply where a different position is
required by law or where taking such a position as is reasonable. In such a case, the
Purchaser must notify the Vendors of the inconsistent position no later than 15 Business Days
before it is adopted by the Group Company or Group Trust.
 3
    
    Tax indemnity by Purchaser3.1
    
    Indemnification by Purchaser
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(a)
    
    The Purchaser must indemnify the Vendors and their Affiliate and their employees, directors,
employees and agents and hold them harmless from any Liability for Taxes for:
 (i)
    
    taxable periods ending after the Completion Date or, in the case of the
year in which Completion occurs, relating to the period after Completion;(ii)
    
    disallowance of an income tax deduction for an expense, loss or outgoing
attributable to a Purchaser Tax Act or to a breach by the Purchaser of any covenant
contained in clause 4 of this Schedule 18 after the Completion Date;(iii)
    
    any withholding required to be made or any notice required to be given
at or after the Completion Date;(iv)
    
    disallowance of a Tax credit or rebate of Tax, such as a dividend rebate,
relating to a matter referred to in (i) to (iii) above; or(v)
    
    amount specifically provided for in the Accounts or Adjustment Statement,
or taken into account in determining the value at which any asset or liability is
included in the Accounts or Adjustment Statement.
 (b)
    
    The indemnification provided in clause 3.1(a) shall survive Completion and will terminate 6
years after the Completion Date.
 4
    
    Tax Returns4.1
    
    Control of taxation returns, etc
 (a)
    
    The Vendors will (at its own costs and expense) prepare and procure and file
all Income Tax returns of each Group Company and Group Trust for Tax Years ending on or
before Completion (Pre-Completion Returns) and all other Tax returns of each Group
Company and Group Trust to the extent they relate to any act, matter or transaction
occurring before Completion (other relevant returns) and the Purchaser will (at its own
cost and expense and in a timely manner) prepare or procure and file all Income Tax
returns of each Group Company and Group Trust for Tax Years commencing on or after
Completion.(b)
    
    The Vendors and Purchaser Group (as appropriate) must lodge any Pre-Completion
Returns, and Tax Returns within the period required by the law.(c)
    
    At least 20 Business Days prior to lodging any Pre-Completion Returns and Tax
Returns the Vendors or the Purchaser (as appropriate) must provide a copy of the
proposed return to the other of them and must make any modifications reasonably
requested by the other of them.(d)
    
    If after Completion any Government Agency undertakes an Audit of the Purchaser
Group, or issues an Assessment to the Purchaser Group, which relates to any
Pre-Completion Return, or Tax Return, or to any act, matter or transaction occurring
before Completion (Warranty Items) the Purchaser must immediately give the Vendors
written notice of the Audit or Assessment (together with copies of all documents
received from the Government Agency) and provide full written details of the Audit or
Assessment to the extent that it relates to the Warranties or clause 3 of this
Schedule.(e)
    
    The Purchaser must procure that each Group Company and Group Trust uses to the
full extent possible any deduction, rebate, credit, allowance, rollover, refund or
other
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relief of any kind in respect of Tax which exists as at Completion and is reasonably
available to reduce, limit, defer or otherwise mitigate a Liability to Tax which
otherwise would or may give rise to a breach of clause 3 of this Schedule or a
Warranty.(f)
    
    [Intentionally Deleted](g)
    
    The Vendors may require the Purchaser (or any member of the Purchaser Group) to
challenge an Assessment in relation to clause 3 of this Schedule or a Warranty claim if
the Vendors act in a manner consistent with clause 1 of this Schedule and clause 9.6 of
the Deed.(h)
    
    Nothing in this clause 4.1 will be taken to limit the Purchasers obligations
under other provisions of the Deed.
 4.2
    
    Tax refunds
 (a)
    
    The Purchaser must pay to the Vendors an amount equal to any credit, refund,
rebate or reimbursement allowed by or received from a Government Agency in respect of:
 (i)
    
    any Tax paid by a Group Company or Group Trust before
Completion except to the extent that the credit, refund, rebate or
reimbursement is already provided for; or(ii)
    
    any Tax paid by a Group Company or Group Trust after Completion
to the extent the Purchaser has received an amount under clause 3 of this
Schedule or received an amount with respect to a Warranty for such Tax.(iii)
    
    Any amount paid by the Purchaser to the Vendor under this
clause 4.2 will be in addition to an increase in the Purchase Price.
 (b)
    
    The Purchaser Group must claim the maximum credit, refund, rebate or
reimbursement in respect of the any Pre-Completion Returns, and other relevant returns
allowed by law.
 4.3
    
    PAYG Instalment Payments
 (a)
    
    The Purchaser shall procure that, following Completion, no Group Company or
Group Trust acts in any way, including varying a PAYG instalment rate if any such act
may, or may reasonably be expected to, reduce the entitlement to a PAYG Credit.(b)
    
    Following Completion, the Purchaser shall provide, and shall procure that any
relevant Transaction Entity provides, the Vendors with a copy of any Business Activity
Statement, Instalment Activity Statement or Pay As You Go instalment rate
variation lodged with the Australian Taxation Office by or on behalf of any Group
Company or Group Trust that is related to or in connection with any transactions which
occurred, partly or wholly, prior to Completion within 5 Business Days of that
lodgement.
 4.4
    
    Cooperation
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5
    
    Tax Indemnities5.1
    
    Clauses 5.2(c), 5.4, 5.6(a), 5.8 and 5.9 of this Schedule 18 do not apply in relation to
any stamp or transaction duty, tax or charge imposed by any Government Agency (Duty) and for
the purposes of those paragraphs the term Taxes does not include Duty.5.2
    
    Following the Completion, Vendors shall indemnify the Purchaser Group and its officers,
directors, employees and agents and hold them harmless from:
 (a)
    
    all Liability for Taxes of the Group Company and Group Trusts for the
Pre-Completion Tax Period and includes any Liability for any reassessment in respect of
tax losses transferred to a Group Company during the Pre-Completion Tax Period;(b)
    
    any breach by Vendor Group or the Group Companies or Group Trusts (other than,
after the Completion, the Group Companies and Group Trusts) of any covenant contained
in clause 4 of this Schedule 18;(c)
    
    all liability for Taxes arising as a consequence of the transfer of the Sale
Shares. For the avoidance of doubt, this indemnity does not extend to any Purchaser Tax
Act (as defined below); and(d)
    
    all liability for Taxes in respect of the Vendors undertaking the Vendor
Intercompany Debt Assignment Steps and any restructure of the Vendors Group prior to
Completion.
 5.3
    
    Notwithstanding the foregoing, Vendors shall not indemnify and hold harmless any of Purchaser
Group or officers, directors, employees or agents from any Liability for Taxes attributable
to:
 (a)
    
    Taxes of the Group Companies or Group Trusts for the Pre-Completion Tax Period
to the extent of the accrual, if any, established therefore in the Accounts; or(b)
    
    any action taken after the Completion by the Purchaser Group, or any transferee
of the Purchaser Group (other than any such action expressly required by applicable Law
or by this Deed) (Purchaser Tax Act) or attributable to a breach by the Purchaser Group
of any covenant contained in clause 4 of this Schedule 18.
 5.4
    
    Estimated Taxes payable by or on behalf of the Group Companies or Group Trusts on or prior to
the Completion Date shall be credited to Taxes with respect to the Pre-Completion Tax Period.5.5
    
    Vendors responsibility under this clause 5 of Schedule 18 to indemnify and hold harmless the
Purchaser Group against, or to pay or cause to be paid, any Taxes shall not include any such
responsibility with respect to any Taxes collected or withheld by the Group Companies or Group
Trusts (including, without limitation, all sales and use taxes and all withholding or
employment taxes) with respect to events occurring through the Completion Date, the proceeds
of which are held by the Group Companies or Group Trusts on the Completion Date.
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5.6
    
    Following Completion, Purchaser shall, and shall cause the Group Companies and Group Trusts
to, indemnify the Vendor Group and its respective officers, directors, employees and agents
and hold them harmless from:
 (a)
    
    all Liability for Taxes of the Group Companies and Group Trusts for any taxable
period ending after the Completion Date (except to the extent such taxable period began
before the Completion Date, in which case Purchasers indemnity will cover only that
portion of any such Taxes that are not attributable to the Pre-Completion Tax Period);(b)
    
    all Liability for Taxes attributable to a Purchaser Tax Act or to a breach by
Purchaser of any covenant contained in clause 4 of this Schedule 18; and(c)
    
    all Liability for Taxes of the Group Companies and Group Trusts for the
Pre-Completion Tax Period to the extent of the accrual, if any, established therefore
in the Accounts.
 5.7
    
    In the case of any Straddle Period:
 (a)
    
    real, personal and intangible property taxes (other than stamp duty or Vendor
Duty) arising as a consequence of entering into or completing this Deed (Property
Taxes) of the Group Companies and Group Trusts for the Pre-Completion Tax Period shall
be equal to the amount of such Property Taxes for the entire Straddle Period multiplied
by a fraction, the numerator of which is the number of days during the Straddle Period
that are in the Pre-Completion Tax Period and the denominator of which is the total
number of days in the Straddle Period; and(b)
    
    the Taxes of the Group Companies and Group Trusts (other than Property Taxes)
for the Pre-Completion Tax Period shall be computed as if such taxable period ended at
the end of Completion. In making this computation, income, expenses and other amounts
that are referable to a period shall be taken to be referable to each day in that
period.
 5.8
    
    Vendors indemnity obligation in respect of Taxes for a Straddle Period shall initially be
effected by its payment to Purchaser of such Taxes for the Pre-Completion Tax Period. The
Vendors shall pay such amount to the Purchaser after demand thereof is made by the Purchaser
(but not earlier than 20 Business Days after the date on which the Taxes for the relevant
taxable period are required to be paid to the relevant Taxation Authority).5.9
    
    If the amount of Taxes for the Straddle Period paid by the Vendor Group at any time plus the
credit allowed under clause 5.4 of this Schedule 18 exceeds the amount of such Taxes for the
Pre-Completion Tax Period, Purchaser shall pay to the Vendors the amount of such excess;
 (a)
    
    in the case of Property Taxes, at the Completion (Completion Tax Adjustment
Amount); and(b)
    
    in all other cases, within 20 Business Days after the Tax Return with respect
to the final liability for such Taxes is required to be filed with the relevant
Taxation Authority. The payments to be made pursuant to this clause or clause 5.8 by
the Vendors or the Purchaser with respect to a Straddle Period shall be appropriately
adjusted to reflect any final determination with respect to Straddle Period Taxes.
 5.10
    
    In the event that any party violates the provisions of clause 1 of this Schedule 18 (relating
to the settlement or compromise of Tax Claims), such party shall not be entitled to any
indemnity payments with respect to any indemnifiable claim (relating to such Tax Claims)
pursuant to this clause 5 of Schedule 18.
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5.11
    
    The Purchaser acknowledges and agrees that it will not make any claim for indemnification in
respect of the availability or otherwise of Tax losses in respect of the Post Completion Tax
Period other than in respect of any potential Tax reassessment under the tax audit disclosed
in the RFI Response in respect of the Pre-Completion Tax Period.
 -113-
    
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Schedule 19
 Brands
           Three Wave Device:
 
 Other devices:
 
 
 
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Schedule 20
 Consents
 PART A
 Column 1
    
    Column 2
    
    Column 3Property
    
    Consent is required of:
    
    Document descriptionCrowne Plaza Coogee
    
    AGL Energy Sales &
Marketing Limited to
consent to the change
in control of H.I.
(Coogee) Pty Limited.
    
    Gas Supply Agreement
dated 9 October 2003
[C/7001 of
Disclosure Index]Holiday Inn Townsville
    
    Honeycombes Car Park
Pty Ltd to consent to
the change in control
of H.I. (Townsville)
Pty Limited.
    
    Lease of Lot 1 in SP
123542 by H.I.
(Townsville) Pty
Limited dated 6
January 2004
[F/5.4/001]
 PART B
 Crowne Plaza Canberra (ACT)
 Contract  ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredB/7/001
    
    Carrier Air Conditioning Pty Ltd
    
    Six Continents Hotels
    
    No consent required.(Planned Maintenance Contract)B/7/010
    
    Foxtel Services
    
    SC Hotels & Resorts (Australia) Pty Ltd
    
    No consent required.B/10/002
    
    Ricoh Finance (a
division of Ricoh
Australia Pty Ltd)
(Maintenance and Service
Agreement)
    
    SC Hotels & Resorts
(Australia) Pty Ltd
    
    Consent required.B/10/004
    
    Trilogy Computer Systems
Australasia Pty Limited (Software Maintenance Agreement)
    
    SC Hotels & Resorts
(Australia) Pty
Limited, trading as
National Convention
Centre
    
    Consent required.
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Contract  ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredC/14.4/001
    
    Micros Fidelo Australia
Pty Ltd
Hardware Maintenance
Agreement, Intellectual
Property City Licence
and Intellectual
Property Telephone
Support Agreement
    
    SC Hotels & Resorts
(Australia) Pty Ltd
    
    Consent required.B/7/020
    
    ACTEWAGL Retail &
Electricity Contract
    
    SC Hotels & Resorts
(Australia) Pty
Limited
    
    Consent required
 Crowne Plaza Coogee
 Contract  ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredC/7/014
    
    Micros Fidelio Australia
Pty Ltd
(Sales Contract)
    
    Six Continents Hotels
    
    Consent required.C/7/015
    
    Micros Fidelio Australia
Pty Ltd
(Intellectual Property Site Licence)
    
    SC Hotels & Resorts
(Australia) Pty Ltd
    
    Consent required.C/7/027
    
    NEC Business Solutions
Pty Ltd
(NECare Service
Agreement)
    
    Six Continents Hotels
    
    Consent required.C/7/033
    
    American Express Travel
Related Services
Company, Inc
(Licence Agreement)
    
    Six Continents
Hotels, Inc.
    
    Consent required.C/7/023
    
    ReiverNet Limited
(Hotel Service Agreement)
    
    InterContinental
Hotels Group
    
    Consent required.
 Holiday Inn Townsville
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Contract  ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredF/7/004
    
    Kone Elevators Pty Ltd(Kone Select Service
Agreement)
    
    SC Hotels & Resorts
(Australia) Pty Ltd(formerly Bass
Hotels & Resorts)
    
    Consent requiredF/7/007
    
    ReiverNet Pty Limited(Hotel Services Agreement)
    
    InterContinental Hotels Group (NSW)
    
    Consent required.
 Holiday Inn Melbourne (VIC)
 Contract  ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredG/7/019
    
    ReiverNet Pty Limited
(Hotel Services Agreement)
    
    InterContinental
Hotels Group (NSW)
    
    Consent required.
 Holiday Inn On Flinders (VIC)
 Contract  ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredH/7/010
    
    ReiverNet Pty Limited
(Hotel Services Agreement)
    
    InterContinental
Hotels Group (VIC)
    
    Consent required.H/14.4/001
    
    Micro Fidelo Australia Pty LtdIntellectual Property Site
Licence & Support Agreement
    
    SC Hotels & Resorts
(Australia) Pty Ltd
    
    Consent required.
 Holiday Inn City Centre Perth
 -117-
    
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Contract - ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredI/7/016
    
    Telstra Corporation Limited
(Telstra Business Service
Agreement for Key Customers)
    
    Southern Pacific Hotels
Corporation Pty Ltd
    
    Consent required.I/7/025
    
    ReiverNet Pty Limited
(Hotel Services Agreement)
    
    InterContinental
Hotels Group (WA)
    
    Consent required.I/14.4/001
    
    Micro Fidelo Australia Pty LtdIntellectual Property Site
Licence & Support Agreement
    
    SC Hotels & Resorts
(Australia) Pty Ltd
    
    Consent required.
 Terrigal (NSW)
 Contract  ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredD/14.4/001
    
    Micro Fidelo Australia Pty LtdIntellectual Property Site
Licence & Support Agreement
    
    SC Hotels & Resorts
(Australia) Pty Ltd
    
    Consent required.
 Potts Point (NSW)
 Contract  ByReference to
    
    
    
    
    
    Whether consent oflocation in Data
    
    
    
    
    
    Service provider isRoom
    
    Service/Business provider
    
    IHG Entity Assignor
    
    requiredD/14.4/001
    
    Micro Fidelo Australia Pty LtdIntellectual Property Site
Licence & Support Agreement
    
    SC Hotels & Resorts
(Australia) Pty Ltd
    
    Consent required.
 -118-
    
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Schedule 21
 Vendor Intercompany Debt Assignment Steps
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Schedule 22
 Section 32 Statement
 VENDORS STATEMENT TO THE PURCHASER
 OF REAL ESTATE UNDER
 SECTION 32 OF THE SALE OF LAND ACT 1962 (THE ACT)
 VENDOR
    
    :
    
    H.I. (Melbourne) Pty Ltd (ACN 081 088 959)PROPERTY
    
    :
    
    575 Flinders Lane, Melbourne, VIC, 3000
 IMPORTANT NOTICE TO PURCHASERS
   1
    
    RESTRICTIONS  information concerning any easement, covenant or similar restriction
affecting the property (registered or unregistered) 1.1
    
    Description As set out in the attached copies of the creation of easement (if any), covenant (if
any) and title documents.1.2
    
    Particulars of any existing failure to comply with their
terms are as follows The vendor is not aware of any existing failure to comply.2
    
    PLANNING & ROAD ACCESS  information concerning any planning instrument Are as set out in the attached Certificate.The Property is within the Melbourne Metropolitan area (as defined in the Act). There is
access to the Property by road.3
    
    OUTGOINGS & STATUTORY CHARGES  information concerning any rates, taxes, charges or other
similar outgoings (including any body corporate charges) and any interest payable on any part
of them 
 -120-
    
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3.1
    
    Is included in the attached certificate(s).3.2
    
    The amount owing under any other registered or unregistered statutory charge that secures an
amount due under any other legislation is 
 Amounts are as followsAuthorityCity of Melbourne
    
    $
    17,954.70State Revenue Office
    
    $
    31,616.66
 4
    
    SERVICES  Information concerning the supply of the following services 
 Service
    
    Connected
    
    Name of AuthorityElectricity
    
    AvailableGas
    
    AvailableWater
    
    Available
    
    City West Water LimitedSewerage
    
    AvailableTelephone
    
    Available
 The Purchase will be responsible for any reconnection fees.5
    
    BUILDING APPROVALS  Particulars of any building approval granted during the past seven
years under the Building Control Act 1981(required only where property includes a residence)Not ApplicableParticulars of any guarantee under Part 2 of the House Contracts Guarantee Act 1987obtained
within the preceding 7 years in the case of a residence constructed by an owner-builder
within the meaning of that Act.Not applicableParticulars of any insurance under the Building Act 1993in the case of a residence to which
Section 137B of that Act applies constructed within the preceding 6 years and 6 months.Not applicable6
    
    NOTICES  Particulars of any notice, order, declaration, report or recommendation of a
public authority or government department or approved proposal affecting the property
including any6.1
    
    Affecting the body corporate and any other liabilities (whether contingent, proposed or
otherwise) where the property is in a subdivision containing a body corporate, including any
relating to the undertaking of any repairs to the property -
 -121-
    
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6.2
    
    Quarantine or stock order imposed under the Stock Diseases Act 1968 (whether or not the
quarantine or order is still in force) 6.3
    
    Notice pursuant to Section 6 of the Land Acquisition and
Compensation Act 1986None to the vendors knowledge. The vendor has no means of knowing of all decisions of
public authorities and government departments affecting the property unless communicated to
the vendor6.4
    
    Particulars of any current land use restriction given in relation to the land under the
Agricultural and Veterinary Chemicals (Control of Use) Act 1992due to contamination The vendor has no knowledge of any current land use restriction notice given in
relation to the property under this Act.7
    
    TITLE  attached are copies of the following documents
concerning the title 7.1
    
    Certificate of title volume 9912 folio 719.
 PLEASE NOTE: THAT WHERE THE PROPERTY IS TO BE SOLD ON TERMS UNDER SECTION 32(2)(F) OF THE ACT OR
SOLD SUBJECT TO A MORTGAGE THAT IS NOT TO BE DISCHARGED BY THE DATE OF POSSESSION (OR RECEIPT OF
THE RENTS AND PROFITS) OF THE PROPERTY UNDER SECTION 32(2)(A) OF THE ACT  THEN THE VENDOR MUST
PROVIDE AN ADDITIONAL STATEMENT CONTAINING THE PARTICULARS SPECIFIED IN SCHEDULES 1 AND 2 OF THE
ACT.
 Date of this statement
    
    day of 2005
 Signature/s
    
    
    
    of
    
    vendor/s
    
    representative
 THE PURCHASER ACKNOWLEDGES BEING GIVEN A DUPLICATE OF THIS STATEMENT SIGNED BY THE VENDORS BEFORE
THE PURCHASER SIGNED ANY CONTRACT.
 Date of this acknowledgment
    
    day of 20 05Signature/s of purchaser/s
 -122-
    
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Schedule 23
 Australian Management Contract  Amendments
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Schedule 24
 Portfolio Side Agreement
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Schedule 25
 Shared Services Agreement
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Schedule 26
 Licensee
 Hotel
    
    LicenseeCrowne Plaza Canberra (ACT)
    
    H.I. (Canberra) Pty LtdCrowne Plaza Coogee (NSW)
    
    Gregory CoxCrowne Plaza Terrigal (NSW)
    
    Andrew BaylissHoliday Inn Potts Point (NSW)
    
    Kent BreezeHoliday Inn Townsville (QLD)
    
    H.I. (Townsville) Pty LtdHoliday Inn Melbourne (VIC)
    
    Centra Victoria Pty LtdHoliday Inn On Flinders (VIC)
    
    H.I. (Melbourne) Pty LtdHoliday Inn City Centre Perth (WA)
    
    H.I. (Perth) Pty Ltd
 -126-
    
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Execution
 Executed
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Signed  Holiday Inns Holdings (Australia) PtyLimited
 /s/ Phil Lee
    
    /s/
Tony SouthSignature of witness
    
    Signature of attorney (I have no
notice of revocation of the power
of attorney under which I sign this
document)Phil Lee
    
    Tony SouthName of witness (please print)
    
    Name of attorney (please print)
 Signed  SPHC Group Pty Limited
 /s/
Phil Lee
    
    /s/
Tony SouthSignature of witness
    
    Signature of attorney (I have no notice of
revocation of the power of attorney under
which I sign this document)Phil Lee
    
    Tony SouthName of witness (please print)
    
    Name of attorney (please print)
 Signed  HIA (T) Pty Limited
 /s/
Phil Lee
    
    /s/
Tony SouthSignature of witness
    
    Signature of attorney (I have no notice of
revocation of the power of attorney under
which I sign this document)Phil Lee
    
    Tony SouthName of witness (please print)
    
    Name of attorney (please print)
 Signed  HIA (T) Pty Limited as trustee for the
HIA Hotels Trust
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/s/
Phil Lee
    
    /s/
Tony SouthSignature of witness
    
    Signature of attorney (I have no
notice of revocation of the power of
attorney under which I sign this
document)Phil Lee
    
    Tony SouthName of witness (please print)
    
    Name of attorney (please print)
 Signed  Six Continents Limited
 /s/
Phil Lee
    
    /s/
Tony SouthSignature of witness
    
    Signature of attorney (I have no notice of
revocation of the power of attorney under
which I sign this document)Phil Lee
    
    Tony SouthName of witness (please print)
    
    Name of attorney (please print)
 Signed  HANZ (Australia) Pty Ltd
 /s/ Robert Thomas Kelly
    
    /s/
Selliah KalyanakumarSignature of secretary/director
    
    Signature of directorRobert Thomas Kelly
    
    Selliah KalyanakumarName of secretary/director (please print)
    
    Name of director (please print)
 Signed  Eureka Funds Management Limited(as
trustee of the HANZ Trust)
 /s/ Robert Thomas Kelly
    
    /s/
Selliah KalyanakumarSignature of secretary/director
    
    Signature of directorRobert Thomas Kelly
    
    Selliah KalyanakumarName of secretary/director (please print)
    
    Name of director (please print)
 -129-
    
    Share and Unit Sale DeedFinal