Exhibit
10.2


 


Fixed and Floating Charge


(Incorporating an Equitable

Mortgage of Shares)


 


Australian
Executor Trustees Limited


ABN 84
007 869 794


 


and


 


Each
entity listed in Schedule 1 of this document


 


	
  

  
	
   

  
	
  

  



 

















 


Table
of Contents


 


	
  1

  	
  Covenant to
  pay 

  	
  4

  
	
   

  	
  1.1

  	
  Covenant to
  pay

  	
  4

  
	
   

  	
  1.2

  	
  Priority

  	
  4

  
	
  2

  	
  Security 

  	
  4

  
	
   

  	
  2.1

  	
  Charge

  	
  4

  
	
   

  	
  2.2

  	
  Mortgage

  	
  4

  
	
   

  	
  2.3

  	
  Fixed charges

  	
  5

  
	
   

  	
  2.4

  	
  Floating
  charge

  	
  6

  
	
   

  	
  2.5

  	
  Security
  assignment

  	
  6

  
	
   

  	
  2.6

  	
  Conversion of
  floating charge

  	
  6

  
	
   

  	
  2.7

  	
  Automatic
  conversion of floating charge

  	
  6

  
	
   

  	
  2.8

  	
  Notice of
  conversion

  	
  7

  
	
   

  	
  2.9

  	
  Nominated
  Account, insurance proceeds and Book Debts

  	
  7

  
	
  3

  	
  Continuing
  security 

  	
  8

  
	
  4

  	
  Further
  assurance

  	
  9

  
	
   

  	
  4.1

  	
  General

  	
  9

  
	
   

  	
  4.2

  	
  Corresponding
  provisions

  	
  9

  
	
  5

  	
  Negative
  pledge and disposal restrictions 

  	
  10

  
	
  6

  	
  Representations
  and warranties 

  	
  10

  
	
   

  	
  6.1

  	
  General
  representations and warranties

  	
  10

  
	
   

  	
  6.2

  	
  Repetition of
  representations and warranties

  	
  11

  
	
   

  	
  6.3

  	
  Reliance on
  representations and warranties

  	
  11

  
	
  7

  	
  Undertakings 

  	
  11

  
	
   

  	
  7.1

  	
  Term of
  undertakings

  	
  11

  
	
   

  	
  7.2

  	
  General
  undertakings

  	
  12

  
	
   

  	
  7.3

  	
  Property
  undertakings

  	
  12

  
	
   

  	
  7.4

  	
  Collection of
  Book Debts and other debts

  	
  12

  
	
   

  	
  7.5

  	
  Title
  documents

  	
  13

  
	
   

  	
  7.6

  	
  Voting powers
  and proceeds

  	
  13

  
	
   

  	
  7.7

  	
  Registration
  on default

  	
  14

  
	
   

  	
  7.8

  	
  Distributions
  and New Rights

  	
  14

  
	
   

  	
  7.9

  	
  Register

  	
  14

  
	
   

  	
  7.10

  	
  Assigned
  agreements

  	
  14

  
	
   

  	
  7.11

  	
  Retention of
  documents

  	
  15

  
	
  8

  	
  Attorney 

  	
  15

  
	
   

  	
  8.1

  	
  Appointment

  	
  15

  
	
   

  	
  8.2

  	
  Powers

  	
  15

  
	
   

  	
  8.3

  	
  Acknowledgement

  	
  15

  
	
  9

  	
  Enforcement
  and powers of the Chargee 

  	
  16

  
	
   

  	
  9.1

  	
  Exercise of
  powers generally

  	
  16

  
	
   

  	
  9.2

  	
  Termination of
  transactions and payment of prior security holders

  	
  16

  
	
   

  	
  9.3

  	
  The Chargee’s
  general powers on default

  	
  17

  
	
   

  	
  9.4

  	
  Exercise of
  powers by agent

  	
  17

  
	
   

  	
  9.5

  	
  Fees charged
  by the agent

  	
  17

  
	
  10

  	
  Status,
  powers, removal and remuneration of Receiver 

  	
  17

  
	
   

  	
  10.1

  	
  Appointment of
  a Receiver

  	
  17

  
	
   

  	
  10.2

  	
  More than one
  Receiver

  	
  17

  
	
   

  	
  10.3

  	
  Payment of
  Receiver

  	
  17

  



 

















 


	
   

  	
  10.4

  	
  Notice or lapse of time required

  	
  17

  
	
   

  	
  10.5

  	
  Receiver as
  agent

  	
  18

  
	
   

  	
  10.6

  	
  Powers of
  Receiver

  	
  18

  
	
   

  	
  10.7

  	
  Removal of
  Receiver

  	
  20

  
	
   

  	
  10.8

  	
  Several
  Receivers

  	
  20

  
	
  11

  	
  Application of
  moneys

  	
  20

  
	
   

  	
  11.1

  	
  Order of
  application

  	
  20

  
	
   

  	
  11.2

  	
  Application
  against indebtedness

  	
  20

  
	
   

  	
  11.3

  	
  Suspense
  account

  	
  21

  
	
  12

  	
  Protection of
  third parties

  	
  21

  
	
   

  	
  12.1

  	
  No obligation
  to enquire

  	
  21

  
	
   

  	
  12.2

  	
  Receipt
  conclusive

  	
  21

  
	
  13

  	
  Protection of
  Chargee and Receiver

  	
  21

  
	
   

  	
  13.1

  	
  No liability

  	
  21

  
	
   

  	
  13.2

  	
  Possession of
  Secured Property

  	
  21

  
	
   

  	
  13.3

  	
  Liability of
  Chargor

  	
  22

  
	
  14

  	
  Costs and
  expenses

  	
  22

  
	
   

  	
  14.1

  	
  Enforcement
  expenses

  	
  22

  
	
   

  	
  14.2

  	
  Default
  interest

  	
  22

  
	
  15

  	
  Cumulative
  powers and avoidance of payments

  	
  22

  
	
   

  	
  15.1

  	
  Cumulative
  powers

  	
  22

  
	
   

  	
  15.2

  	
  Amounts
  avoided

  	
  22

  
	
   

  	
  15.3

  	
  Discharge conditional

  	
  23

  
	
  16

  	
  Ruling off
  accounts

  	
  23

  
	
  17

  	
  Delegation

  	
  23

  
	
  18

  	
  Redemption of
  prior charges

  	
  23

  
	
  19

  	
  Prospective
  liabilities

  	
  23

  
	
   

  	
  19.1

  	
  Priority
  amount

  	
  23

  
	
   

  	
  19.2

  	
  Extending
  priority amount

  	
  24

  
	
  20

  	
  Miscellaneous

  	
  24

  
	
   

  	
  20.1

  	
  No marshalling

  	
  24

  
	
   

  	
  20.2

  	
  Covenant to
  release

  	
  24

  
	
   

  	
  20.3

  	
  Power to
  remedy

  	
  24

  
	
   

  	
  20.4

  	
  Notices

  	
  24

  
	
   

  	
  20.5

  	
  Governing law

  	
  24

  
	
   

  	
  20.6

  	
  Amendment

  	
  24

  
	
   

  	
  20.7

  	
  Further
  assurance

  	
  25

  
	
   

  	
  20.8

  	
  Counterparts

  	
  25

  
	
   

  	
  20.9

  	
  Attorneys

  	
  25

  
	
  21

  	
  Interpretation

  	
  25

  
	
   

  	
  21.1

  	
  Definitions

  	
  25

  
	
   

  	
  21.2

  	
  Incorporation
  of facility terms

  	
  28

  
	
   

  	
  21.3

  	
  Chargee’s
  limitation of liability

  	
  28

  
	
   

  	
  21.4

  	
  McLaughlins
  Financial Services Limited limitation of liability

  	
  29

  
	
  Schedule 1

  	
  Chargors

  	
  31

  
	
  Schedule 2

  	
  Details of
  Properties

  	
  32

  
	
  Schedule 3

  	
  Present Shares

  	
  33

  
	
  Schedule 4

  	
  Notice to
  Debtor

  	
  34

  



 

















 


	
  Date

  	
   

  	
  3
  October 2007

  
	
   

  	
   

  	
   

  
	
  Parties

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Australian
  Executor Trustees Limited ABN 84 007 869 794 as custodian for the Causeway
  Australasian Private Debt Opportunities Fund ARSN 125 168 587 (Chargee)

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
  c/- MFS Causeway, Level 5, 56 Pitt Street, Sydney,
  NSW, 2000

  
	
   

  	
   

  	
   

  
	
  Fax
  Number

  	
   

  	
  (02) 9252 6201

  
	
   

  	
   

  	
   

  
	
  Attention

  	
   

  	
  Managing Director

  



 


Each
entity listed in Schedule 1 of this document (each a Chargor,
and collectively the Chargors)


 


Operative
Part


 


1                                         Covenant to pay


 


1.1                               Covenant to pay


 


The
Chargors as primary obligor covenant with the Chargee that they will on demand
pay the Money Owing (free from any deduction, set off or counter-claim) when it
is due and payable.


 


1.2                               Priority


 


The
parties intend that the Charge take priority over all other Security Interests
of each Chargor other than any Security Interest mandatorily preferred by law.


 


2                                         Security


 


2.1                               Charge


 


Each
Chargor, as beneficial owner of all the Charged Property, charges all of its
interest in the Charged Property to the Chargee as security for the due and
punctual payment of the Money Owing.


 


2.2                               Mortgage


 


Each
Chargor mortgages:


 


(a)                                  all
its Present Shares, on the date of this document; and


 


(b)                                 all
its Acquired Shares and New Rights, on the date the Chargor acquires them,


 


in favour of the Chargee by way of equitable mortgage
to secure the punctual payment of the Money Owing.


 





















 


2.3                               Fixed charges


 


The
Charge is a fixed charge over all the present and future interest of each
Chargor in, to and under any of the following forming part of the Charged Property:


 


(a)           all freehold and leasehold property (including the property
specified in Schedule 2) together with all buildings and fixtures
(including trade fixtures) on that property, all proceeds of sale derived
therefrom and the benefit of all warranties and covenants given in respect
thereof and all rights and licences to enter upon or use land and the benefit
of all other agreements relating to land;


 


(b)           all the Subsidiary Shares and Investments and all corresponding
Distributions;


 


(c)           all plant, machinery, vehicles, computers, office and other
equipment and the benefit of all contracts, licences and warranties relating
thereto;


 


(d)           all Book Debts and all rights and claims against third parties and
against any security in respect of such Book Debts (but not the proceeds of
such Book Debts);


 


(e)           all debts and monetary claims (other than Book Debts) and all rights
against third parties in respect of such debts and claims (but not the proceeds
of such debts and claims);


 


(f)            all its Intellectual Property;


 


(g)           its goodwill and capital, including uncalled and called but unpaid
capital;


 


(h)           any document, agreement, undertaking, right (including any rights or
benefits under any licence or agency (or analogous) arrangement or agreement),
guarantee, indemnity or Security Interest held by, or for the benefit of, any
Chargor;


 


(i)            all Authorisations, including the benefit of all Authorisations,
rights and agreements held by it in connection with its business or operations
(including its Core Business) or the use of any of its assets;


 


(j)            its Records and all hardware, software and other means used to store
and access those Records;


 


(k)           all insurance policies but not the proceeds from that insurance
policy;


 


(l)            the interest of any Chargor in any partnership or joint venture;


 


(m)          the Nominated Account and any chose in action in respect of the
Nominated Account;


 


(n)           if not effectively assigned by clause 2.5 (Security assignment), all
its rights and interests in (and claims under) the Assigned Agreements;


 





















 


(o)                                 all
rights, property and undertaking to any council approvals, plans,
specifications, environmental applications other contractual rights or
arrangements which relate in any way to the Charged Property and the proposed
development of the Charged Property; and


 


(p)                                 all
interests in any of the property, assets or rights referred to above in clauses
2.3(a) to 2.3(o).


 


2.4                               Floating charge


 


The
Charge is a floating charge over all the present and future interest of each
Chargor in all assets not effectively charged by way of first fixed charge
under clause 2.3 (Fixed Charges) or assigned under clause 2.5 (Security
assignment).


 


2.5                               Security assignment


 


Following
the occurrence of a Default and while it subsists, the Chargee may request that
any Chargor assign to it (and the relevant Chargor will assign) all of its
legal and beneficial right, title and interest in the Assigned Agreements as
the Chargee specifies in writing to the relevant Chargor, provided that on
payment or discharge in full of the Money Owing the Chargee will at the request
and cost of that Chargor re-assign the assets assigned under this clause (on
the basis that they are capable of being reassigned) to that Chargor (or as it
will direct).


 


2.6                               Conversion of floating charge


 


If:


 


(a)                                  a
Default has occurred; or


 


(b)                                 the
Chargee is of the view that any legal process or execution is being enforced
against any Floating Charge Asset or that any Floating Charge Asset is in
danger of being seized or otherwise in jeopardy,


 


the
Chargee may, by notice to any Chargor, automatically and immediately
crystallise and convert the floating charge created under this deed into a
fixed charge as regards those assets which it specifies in the notice.


 


2.7                               Automatic conversion of floating charge


 


If:


 


(a)                                  a
Declared Default has occurred; or


 


(b)                                 any
Chargor creates (or purports to create) any Security Interest (except as
permitted by the Facility Agreement or with the prior consent of the Chargee)
on or over any Floating Charge Asset without the prior consent in writing of
the Chargee; or


 


(c)                                  any
third party levies or attempts to levy any distress, attachment, execution or
other legal process against any Floating Charge Asset; or


 





















 


(d)                                 the
Commissioner of Taxation or its delegate or successor signs a notice which may
affect any Floating Charge Asset:


 


(1)                                  under
section 218 or section 255 of the Income Tax Assessment Act 1936 (Cth);


 


(2)                                  under
sections 260-5 of the Taxation Administration Act 1953 (Cth); or


 


(3)                                  under
any similar legislation; or


 


(e)                                  any
creditor of a Chargor takes any action to have the proceeds of any Charged
Receivable paid to the creditor under any statute or other law,


 


the
floating charge created under this deed will automatically (without notice) and
immediately crystallise and be converted into a fixed charge over the relevant
Floating Charge Asset.


 


2.8                               Notice of conversion


 


(a)                                  Where
an asset has become subject to a fixed charge under clause 2.6 or 2.7, the
Chargee may release that asset from that fixed charge by notice to any Chargor.


 


(b)                                 When
an asset is released from a fixed charge under clause 2.8(a), the asset will
again be subject to the floating charge under clause 2.4 and the further
operation of clauses 2.6 and 2.7.


 


2.9                               Nominated Account, insurance proceeds and Book Debts


 


(a)                                  The
Chargee may require each Chargor to open and maintain a Nominated Account at a
bank and branch approved by the Chargee (Nominated Bank)
and:


 


(1)                                  nominated
officers of the Chargee must be signatories to the Nominated Account; and


 


(2)                                  no
withdrawals can be made from the Nominated Account without the signature of one
of those officers.


 


(b)                                 If
the floating charge created under clauses 2.1 and 2.4 crystallises under clause
2.6 and 2.7 in respect of any proceeds, each Chargor must immediately (and
until notified otherwise by the Chargee) deposit in the Nominated Account any
proceeds the Chargors receive in respect of the Charged Property or any Book
Debt or other debt in respect of which the floating charge has crystallised.


 


(c)                                  Clause
2.9(b) does not apply to proceeds received from any workers’ compensation or
public liability policy or reinstatement policy to the extent that the proceeds
are paid to a person:


 





















 


(1)                                  entitled
to be compensated under the workers’ compensation or public liability policy;
or


 


(2)                                  under
a contract for the reinstatement of the Charged Property.


 


(d)                                 Each
Chargor must give all notices and directions and execute all necessary
documents as requested by the Chargee to ensure clauses 2.8(a) and (b) are
complied with.


 


(e)                                  A
power created under this clause 2.8 is not waived by any failure or delay in
exercise, or by the partial exercise, of that power.


 


(f)                                    If
a power arising under this clause 2.8 is waived, the fixed charge created by
this deed in respect of the relevant Book Debt, other debt, insurance or other
relevant asset continues to operate as a fixed charge.


 


(g)                                 Each
Chargor must:


 


(1)                                  give
notice to the Nominated Bank of the charge of the Nominated Account of the
Chargor; and


 


(2)                                  use
its best endeavours to obtain an acknowledgment from the Nominated Bank of that
charge and the notice.


 


(h)                                 If
requested by the Chargee, each Chargor must obtain an agreement from the
Nominated Bank that:


 


(1)                                  it
will not repay any money in the Nominated Account to the Chargor or any other
person without the prior written consent of the Chargee;


 


(2)                                  it
waives all rights of set-off and combination in respect of the Nominated
Account of the Chargor;


 


(3)                                  it
must not exercise an Encumbrance in respect of the Nominated Account of the
Chargor; and


 


(4)                                  the
agreement of the Nominated Bank must not be varied or terminated without the
prior written consent of the Chargee.


 


3                                         Continuing security


 


The
security created under this deed:


 


(a)                                  is a
continuing security notwithstanding any intermediate payment or settlement of
all or any part of the Money Owing or any other matter or thing;


 


(b)                                 is in
addition to any other security or other right which the Chargee may now or
after the date of this deed hold for any of the Money Owing;


 


(c)                                  will
not be merged, nor in any way exclude, prejudice or be affected by any other
security or other right which the Chargee may now or after the date of this
deed hold for any of the Money Owing; and


 





















 


(d)                                 may
be enforced against the Chargor without first having recourse to any other rights
of the Chargee.


 


4                                         Further assurance


 


4.1                               General


 


Each
Chargor must, at its own expense and cost, promptly following request by the
Chargee, execute such documents, deeds and other agreements and otherwise take
whatever action the Chargee may require:


 


(a)                                  to
perfect and/or protect the security created (or intended to be created) by this
deed;


 


(b)                                 to
facilitate the realisation or enforcement of such security;


 


(c)                                  to
facilitate the exercise of any of the Chargee’s rights, powers or discretions
under this deed;


 


(d)                                 to
register this deed (other than provisionally) in accordance with Part 2K.2 of
the Corporations Act;


 


(e)                                  to
register or record this deed in such other places as the Chargee may at any
time consider necessary or desirable to perfect this deed or to protect the
rights of the Chargee under this deed;


 


(f)                                    to
ensure that this deed is stamped for the proper amount in each state and
territory of Australia in which this deed is required to be stamped;


 


(g)                                 to
confer on the Chargee security over the Secured Property (in whatever
jurisdiction situated) equivalent or similar to the security intended to be
conferred by this deed;


 


(h)                                 to
more satisfactorily secure to the Chargee the payment of the Money Owing; or


 


(i)                                     to
enable the Chargee to better exercise its rights over the Secured Property,


 


including,
without limitation, the execution of additional Security Interests (including
legal mortgages), ancillary guarantees and other documents, the conversion of
charges to assignments, equitable security to legal security, the execution of
any transfer, conveyance, assignment or assurance whatsoever and the giving of
all notices, orders, instructions and directions whatsoever.


 


4.2                               Corresponding provisions


 


Any
security document required to be executed by a Chargor under clause 4.1 will be
in form and substance satisfactory to the Chargee.


 





















 


5                                         Negative pledge and disposal restrictions


 


No
Chargor may:


 


(a)                                  create,
agree to create or permit to subsist any Security Interest over all or any part
of the Secured Property, other than a Permitted Security Interest;


 


(b)                                 sell,
transfer, lease out, lend, dispose of or otherwise deal with all or any part of
the Secured Property or the right to receive or to be paid the proceeds arising
on the disposal of the same, or agree or attempt to do so; or


 


(c)                                  dispose
of the equity of redemption in respect of all or any part of the Secured
Property,


 


except as permitted by the Finance Documents or with the prior written
consent of the Chargee.


 


6                                         Representations and warranties


 


6.1                               General representations and warranties


 


Each
Chargor represents and warrants to the Chargee that:


 


(a)                                  (Real property)


 


(1)                                  Schedule 2
identifies all freehold and leasehold property legally or beneficially owned by
it as at the date of this deed; and


 


(2)                                  there
are no proceedings, actions or circumstances relating to any of that property
which materially and adversely affect that property’s value, marketability or
saleability or the ability to use that property for each of the purposes for
which it is currently used;


 


(b)                                 (Other transaction documents) each representation and
warranty provided by it under any Transaction Document is true and correct when
made or repeated or deemed made or repeated;


 


(c)                                  (legal and beneficial owner) subject to the Permitted
Security Interests,


 


(1)                                  it
is the legal and beneficial owner of its Secured Property;


 


(2)           on it acquiring any property forming part of its Secured Property,
it will be the legal and beneficial owner of that property,


 


and no person other than the Chargee holds or is entitled to hold an
interest in its Secured Property;


 


(d)                                 (transferability) subject to the administration and
insolvency provisions of the Corporations Act, its Mortgaged Property is
transferable and directors of each Company do not have any power, under the
constitution of each Company or any law or obligation by which it is or they
are bound, to prevent its Mortgaged Property from being transferred to the
Mortgagee or as it may direct pursuant to this document or to decline to register
such a transfer;


 





















 


(e)                                  (no further Shares) it does not have any interest in any
Shares in a Company other than its Mortgaged Property;


 


(f)                                    (no escrow) its Mortgaged Property is not subject to any
escrow or other conditions imposed by the Corporations Act or under the rules
of any stock exchange;


 


(g)                                 (entire share capital) the Mortgaged Property constitutes the
entire issued share capital of each Company other than as disclosed in the
Group Structure Diagram;


 


(h)                                 (Shares fully paid) the Shares forming part of its Mortgaged
Property are, or upon acquisition will be, fully paid; and


 


(i)                                     (no assignment of New Rights) no dividend, other New Right,
right, power, authority, discretion or remedy in respect of any of its
Mortgaged Property has been assigned or is subject to a Security Interest, or
agreed to be assigned, to any person.


 


6.2                               Repetition of representations and warranties


 


The
representations and warranties given under this deed:


 


(a)                                  survive
the execution of each Finance Document; and


 


(b)                                 are
repeated by each Chargor on each Drawdown Date and each day on which any amount
is outstanding under the Finance Documents, with reference to the facts and
circumstances subsisting at that date.


 


6.3                               Reliance on representations and warranties


 


Each
Chargor acknowledges that the Chargee has entered into each Finance Document
and has agreed to provide the Facility in reliance on the representations and
warranties provided under this deed.


 


7                                         Undertakings


 


7.1                               Term of undertakings


 


Unless
the Chargee otherwise agrees in writing, until:


 


(a)                                  the
commitment of the Chargee under the Facility is cancelled;


 


(b)                                 the
Money Owing is unconditionally repaid in full; and


 


(c)                                  each
Security is discharged,


 


each
Chargor must, at its own cost, comply with its obligations under this deed.


 
















 


7.2                               General undertakings


 


(a)                                  (Finance Documents)
Each Chargor must fully and punctually perform its obligations under the
Finance Documents.


 


(b)                                 (Secured Property)
Each Chargor must observe and perform all undertakings and stipulations from
time to time affecting the Secured Property, make all payments, carry out all
registrations or renewals and generally take all steps which are necessary to
preserve, maintain and renew when necessary or desirable all the Secured
Property.


 


(c)                                  (Maintenance and repair)
Each Chargor must keep the Secured Property in good and substantial repair and
in good working order (as applicable).


 


(d)                                 (Register) No
Chargor may request or consent to the removal of:


 


(1)                                  any Present Shares from the register on which
they are recorded or registered at the date of this document; or


 


(2)                                  any Acquired Shares from the register on which
they are recorded or registered at the date on which that Share is mortgaged in
accordance with clause 2.2,


 


without the Chargee’s consent.


 


(e)                                  (Shareholding)
Each Chargor must notify the Chargee promptly of any change in the shareholding
of its Company or in the capital contributions to its Company.


 


7.3                               Property undertakings


 


(a)                                  (Inspection and access)
In addition to any access or inspection rights provided under any other Finance
Document, each Chargor must allow, or obtain for the Chargee or any persons
acting on the Chargee’s behalf, full access during normal business hours and on
at least 1 Business Day’s notice to the Secured Property and any land or building:


 


(1)                                  occupied by the Chargor or its Subsidiaries; or


 


(2)                                  forming or containing part of the Secured
Property,


 


and give reasonable assistance to them, subject to any
tenant’s right of quiet enjoyment.


 


(b)                                 (Leases) Each
Chargor must not grant any lease, tenancy, contractual licence or right in
respect of the whole or any part of the Premises or otherwise part with
possession of the whole or any part of the Premises, except as permitted by the
Facility Agreement.


 


7.4                               Collection of Book Debts and other debts


 


Each Chargor must:


 

















 


(a)                                  as agent for the Chargee, collect all Book
Debts and other debts charged to the Chargee under this deed and pay the
proceeds into the Nominated Account in accordance with clause 2.8; and


 


(b)                                 not charge, factor, discount or assign any of
the Book Debts or other debts in favour of any other person, or purport to do
so unless permitted by the Facility Agreement or with the prior written consent
of the Chargee.


 


7.5                               Title documents


 


Each Chargor will promptly deposit with the Chargee (or as it will
direct):


 


(a)                                  all deeds, certificates, registers and other
documents of title relating to any of the Secured Property;


 


(b)                                 all Certificates in respect of its Present
Shares;


 


(c)                                  all Transfers (in form and number satisfactory
to the Chargee) in respect of its Present Shares, with the name of the
transferee , the consideration and the date left blank;


 


(d)                                 all certificates, transfers and other documents
or agreements evidencing title to the New Rights that are sufficient to transfer
all of the Chargor’s interest in the New Rights to the Chargee or the Chargee’s
nominee;


 


(e)                                  copies of all policies of insurance for the
time being charged under this deed; and


 


(f)                                    all other documents relating to the Secured
Property which the Chargee from time to time requires.


 


7.6                               Voting powers and proceeds


 


(a)                                  If a Default is not subsisting, a Chargor may
do any of the following without the prior consent of the Chargee:


 


(1)                                  (voting powers)
exercise any voting powers it has as holder of the Subsidiary Shares or
Investments as it sees fit, provided that it does so prudently and does not
otherwise cause or permit a breach of any of the Chargor’s other obligations
under the Finance Documents; and


 


(2)                                  (proceeds)
retain and use in the ordinary course of its business any proceeds of a
Distribution (other than Exceptional Distributions).


 


(b)                                 If a Default subsists, the rights of a Chargor
under clauses 7.6(a)(1) and 7.6(a)(2) immediately cease, and:


 


(1)                                  (voting powers)
the Chargee is entitled to exercise all voting rights in respect of the
Subsidiary Shares and the Investments to the exclusion of each Chargor; and


 





















 


(2)                                  (proceeds) each
Chargor must pay over amounts of any proceeds, or otherwise must ensure that
any proceeds are paid directly to the Nominated Account.


 


(c)                                  Nothing in this clause 7.6 obliges the Chargee
to vote or exercise other rights in relation to the Subsidiary Shares and the
Investments or obtain any proceeds, and the Chargee will have no responsibility
or liability for any losses arising due to the Chargee’s failure or delay in so
acting.


 


7.7                               Registration on default


 


If:


 


(a)                                  a Declared Default occurs and while it
subsists; and


 


(b)                                 the Chargee gives notice to a Chargor requiring
it to do so,


 


each Chargor must do everything necessary to ensure that its Mortgaged
Property is registered in the name of the Chargee or its nominee in accordance
with any directions contained in that notice.


 


7.8                               Distributions and New Rights


 


(a)                                  Each Chargor must immediately notify the
Chargee of any Distributions, New Rights or Investments acquired by or accruing
to that Chargor, or to which that Chargor becomes entitled, after the date of
this deed.


 


(b)                                 At the Chargor’s cost, exercise or take up all
Distributions and New Rights (in each case, other than for any distribution or
dividend under, and the proceeds of, or the disposal of, anything specified in
the definition of Distributions).


 


(c)                                  Each Chargor must promptly after receipt
deposit all Exceptional Distributions in the Nominated Account.


 


7.9                               Register


 


On the request of the Chargee, each Chargor must do all things necessary
to effect (but otherwise not consent to, request or effect without the Chargee’s
prior written consent):


 


(a)                                  a conversion of the title to any Subsidiary
Shares or Investments as to being certificated or uncertificated; or


 


(b)                                 a change of register for any Subsidiary Shares
or Investments (including to, from or within an electronic register system)
from that on which they are recorded or registered at the date of this deed (or
if later acquired, the date on which they are recorded or registered).


 


7.10                        Assigned agreements


 


Each Chargor will, upon the Chargee exercising its rights under clause
2.5 (Security assignment) or upon the occurrence of a Declared Default, give
notice (in the form required by the Chargee, to the other parties to the
Assigned Agreements that it has assigned its rights under the Assigned
Agreements to the Chargee under this deed.


 

















 


7.11                        Retention of documents


 


The Chargee may retain any document delivered to it under clause 7.5
(Title Documents) or otherwise until the security created by this deed is
released and, if for any reason it ceases to hold any such document before that
time, it may by notice to a Chargor require that the relevant document be redelivered
to it and the Chargor will promptly comply (or procure compliance) with that
notice.


 


8                                         Attorney


 


8.1                               Appointment


 


Following the occurrence of a Default and while that Default subsists,
each Chargor irrevocably appoints the Chargee, each Authorised Representative
of the Chargee and each Receiver under this deed as its Attorney. Each Attorney
may act independently or together. Upon request by the Chargee, each Chargor
must ratify anything an Attorney does under clause 8.2.


 


8.2                               Powers


 


An Attorney may:


 


(a)                                  do anything which a Chargor can lawfully
authorise an attorney to do in connection with the Finance Documents, the
Secured Property or which the Attorney believes is expedient to give effect to
any of the Chargee’s rights or a Receiver’s rights (these things may be done in
the Chargor’s or the Attorney’s name and they include signing and delivering
deeds, selling, transferring or leasing the Secured Property, selling,
transferring or surrendering any lease, lodging or withdrawing caveats,
otherwise dealing with the Secured Property and starting, conducting and
defending legal proceedings, and dealing with a licence);


 


(b)                                 delegate their powers (including this power)
and revoke a delegation; and


 


(c)                                  exercise their powers even if this involves a
conflict of duty or they have a personal interest in doing so.


 


8.3                               Acknowledgement


 


Each Chargor acknowledges that any person dealing with any Attorney or a
person purporting to be an Attorney under this power, is:


 


(a)                                  entitled to rely on execution of any document
by that person as conclusive evidence that:


 


(1)                                  the person holds the office set out in the
power;


 


(2)                                  the power of attorney has come into effect;


 

















 


(3)                                  the power of attorney has not been revoked; and


 


(4)                                  the right or power being exercised or being
purported to be exercised is properly exercised and that the circumstances have
arisen to authorise the exercise of that right and power; and


 


(b)                                 not required to make any enquiries in respect
of any of the matters set out in clause 8.3(a).


 


9                                         Enforcement and powers of the Chargee


 


9.1                               Exercise of powers generally


 


The Chargee may exercise its powers under clause 9 (Enforcement and
powers of the Chargee) and clause 10 (Status, powers, removal and remuneration
of Receiver) at any time following a Default:


 


(a)                                  whether or not it has demanded payment of the
Money Owing;


 


(b)                                 in the manner and at the times it wishes;


 


(c)                                  irrespective of any omission, neglect or delay;
and


 


(d)                                 notwithstanding that any liability in respect
of an instrument giving rise to the Money Owing has not matured.


 


9.2                               Termination of transactions and payment of
prior security holders


 


On the occurrence of a Default, the Chargee may:


 


(a)                                  terminate or reverse any transaction or
arrangement entered into by the Chargee at the express or implied request or
with the express or implied consent of the Chargors;


 


(b)                                 enter into any transaction and make any payment
to extinguish any actual or contingent liability incurred by the Chargee at the
express or implied request or with the express or implied consent of the
Chargors;


 


(c)                                  convert (directly or indirectly) the currency
of any obligations of a Chargor to the Chargee to another currency;


 


(d)                                 on behalf of any Chargor, give receipts for and
release, discharge or compromise any Charged Receivables;


 


(e)                                  pay any other creditor, encumbrancee, credit
support beneficiary or holder of a security interest in respect of the Secured
Property any amount required to discharge or purchase (with or without a
transfer of its security) its debt; or


 


(f)                                    serve notice of the Chargee’s interest in each
Receivable on the relevant Debtors in the form of Schedule 4 (or such
other form as the Chargee determines) executed by the relevant Chargor (or the
Chargee as attorney for the Chargor pursuant to clause 8 of this deed).


 

















 


9.3                               The Chargee’s general powers on default


 


On the occurrence of a Default, the Chargee may, in addition to anything
else the law allows the Chargee to do, exercise any of the rights and powers
conferred by this deed on a Receiver (whether expressly or impliedly),
including without limitation, those rights and powers set out or referred to in
clause 10.6, each of which is to be interpreted as if the reference to a
Receiver is a reference to the Chargee.


 


9.4                               Exercise of powers by agent


 


The Chargee may exercise its powers under this deed or general law by
itself or through any agent.


 


9.5                               Fees charged by the agent


 


The fees charged by any agent in connection with the exercise by the
Chargee of its powers under this deed must be paid by the Chargors.


 


10                                  Status, powers, removal and remuneration of
Receiver


 


10.1                        Appointment of a Receiver


 


At any time after the occurrence of a Default, or if so requested by a
Chargor, the Chargee may (notwithstanding the insolvency of a Chargor):


 


(a)                                  appoint any person (or persons) to be a
Receiver (or Receivers) of all or any part of the Secured Property;


 


(b)                                 remove that Receiver or those Receivers;


 


(c)                                  if a Receiver is removed, retires or dies,
appoint another or others in his or her place; and


 


(d)                                 in the case of removal or retirement of a
Receiver, reappoint that person.


 


10.2                        More than one Receiver


 


If the Chargee appoints two or more persons to be the Receiver, the
Chargee may appoint them to act jointly, severally or jointly and severally. If
it is not specified in the instrument of appointment, the Receivers are
appointed to act severally.


 


10.3                        Payment of Receiver


 


The Chargee may fix the remuneration of a Receiver at an amount agreed
between the Chargee and the Receiver.


 


10.4                        Notice or lapse of time required


 


(a)                                  If notice or lapse of time is required under
any statute before the Chargee can exercise its power of sale or any other
rights available to it under this deed or by law, then that notice or lapse of
time is dispensed with.


 

















 


(b)                                 Clause 10.4(a) only applies if the relevant
statute allows notice or lapse of time to be dispensed with.


 


(c)                                  If the relevant statute does not allow notice
or lapse of time to be dispensed with, but allows it to be shortened, then for
the purposes of this deed, the period of notice or lapse of time is one day.


 


10.5                        Receiver as agent


 


Each Receiver will be the agent of the Chargors which will be solely
responsible for his acts or defaults, and for his remuneration and expenses,
and be liable on any agreements or engagements made or entered into by him. The
Chargee will not be responsible for any misconduct, negligence or default of a
Receiver.


 


10.6                        Powers of Receiver


 


Subject to any express limitation of a Receiver’s powers in their terms
of appointment, a Receiver may:


 


(a)                                  take possession of the Secured Property;


 


(b)                                 collect, get in and receive any rents and
profits in respect of the Secured Property and, for that purpose, take any
proceedings in the name of the Chargor or otherwise;


 


(c)                                  generally manage the Secured Property and
manage or carry on, develop, reconstruct, amalgamate, diversify or concur in
carrying on all or any part of the business of the Chargor;


 


(d)                                 make any arrangement or compromise or enter
into or cancel any contracts;


 


(e)                                  raise or borrow money or incur any other
liability on any terms, whether secured or unsecured, and whether to rank for
payment in priority to this security or not;


 


(f)                                    sell, let or lease or concur in selling,
letting or leasing, and vary the terms of, determine, surrender or accept surrenders
of, leases or tenancies of, or grant options and licences over, or otherwise
dispose of or deal with, all or any of the Secured Property, without being
responsible for loss or damage. Any such sale, lease or disposition may be made
for cash payable by instalments, loan stock, other debt obligations, shares or
securities of another company, or other valuable consideration;


 


(g)                                 do anything which it considers would help
improve the value of the Secured Property, obtain income or returns from it or
make it saleable or more saleable (without limitation, a Receiver may improve
or alter the Secured Property, acquire additional property in the name of the
Chargor, reorganise or restructure the Chargor’s business or any process or
procedure carried on by the Chargor, and undertake any marketing or publicity
campaign);


 

















 


(h)                                 build a new building or improvement and pull
down, rebuild or alter a building or improvement on land which, or an interest
in which, is part of the Secured Property;


 


(i)                                     establish subsidiaries to acquire interests in
any of the Secured Property and/or arrange for those subsidiaries to trade or
cease to trade and acquire any of the Secured Property on any terms and
conditions, whether or not including payment by instalments, secured or
unsecured;


 


(j)                                     make and effect all repairs, renewals and
improvements to any of the Secured Property and maintain, renew, take out or
increase insurances;


 


(k)                                  exercise all voting and other rights attaching
to the Investments and stocks, shares and other securities owned by the Chargor
and comprised in the Secured Property;


 


(l)                                     redeem any prior Security Interests on or
relating to the Secured Property and settle and pass the accounts of the person
entitled to those prior Security Interests, so that any accounts so settled and
passed will (subject to any manifest error) be conclusive and binding on the
Chargor and the money so paid will be deemed to be an expense properly incurred
by the Receiver;


 


(m)                               appoint and discharge employees, officers,
managers, agents, professionals and others for any of the purposes of this deed
and/or to guard or protect the Secured Property upon terms as to remuneration
or otherwise as he may think fit;


 


(n)                                 settle, refer to arbitration, compromise and
arrange any claims, accounts, disputes, questions and demands with or by any
person who is or claims to be a creditor of the Chargor or relating to any of
the Secured Property;


 


(o)                                 bring, prosecute, enforce, defend and
discontinue all actions and proceedings or submit to arbitration in relation to
all or any of the Secured Property;


 


(p)                                 sever and sell plant, machinery or other
fixtures sold separately from the property to which they may be annexed;


 


(q)                                 implement or continue the development of (and
obtain all consents required in connection therewith) and/or complete any
buildings or structures on any real property comprised in the Secured Property;


 


(r)                                    purchase or acquire any land or any interest in
or right over land;


 


(s)                                  make calls conditionally or unconditionally on
the members of the Chargor in respect of uncalled capital;


 


(t)                                    make calls on beneficiaries to pay money owing
to the Chargor;


 


(u)                                 exercise on behalf of the Chargor, and without
the consent of or notice to the Chargor, all the powers conferred on a landlord
or a tenant by any legislation from time to time in force in any relevant
jurisdiction relating to rents or agriculture in respect of any part of the
Premises;


 

















 


(v)                                 do all other acts and things (including signing
and executing all documents and deeds) as the Receiver considers to be
incidental or conducive to any of the matters or powers in this clause 10.6, or
otherwise incidental or conducive to the preservation, improvement or
realisation of the Secured Property, and use the name of the Chargor for all such
purposes;


 


(w)                               exercise any or all of the rights and powers
given by law to mortgagees in possession, receivers or receivers and managers;


 


(x)                                   exercise any or all of the rights and powers of
the Chargee under this deed and at law (other than the power to appoint
Receivers); and


 


(y)                                 do anything else the law allows an owner or a
receiver and manager of property and assets such as the Secured Property to do,
including selling it,


 


and in each case may use the name of the Chargor and exercise the
relevant power in any manner which he may think fit.


 


10.7                        Removal of Receiver


 


The Chargee may by notice remove from time to time any Receiver
appointed by it and, whenever it may deem appropriate, appoint a new Receiver
in the place of any Receiver whose appointment has terminated, for whatever
reason.


 


10.8                        Several Receivers


 


If at any time there is more than one Receiver, each Receiver may
separately exercise all of the powers conferred by this deed (unless the
document appointing such Receiver states otherwise).


 


11                                  Application of moneys


 


11.1                        Order of application


 


All moneys received by the Chargee or any Receiver appointed under this
deed will be applied in the following order:


 


(a)                                  in payment of the costs and losses incurred,
and payments made, by the Chargee and/or any Receiver (including the payment of
preferential debts);


 


(b)                                 in payment of remuneration to the Receiver at
such market rates as may be agreed between the Receiver and the Chargee (acting
reasonably) at or any time after the Receiver’s appointment;


 


(c)                                  in or towards satisfaction of the Money Owing
in accordance with clauses 11.2 (Application against indebtedness); and


 


(d)                                 the surplus (if any) will be paid to the
Chargor or other person entitled to it.


 

















 


11.2                        Application against indebtedness


 


Any moneys received or realised by the Chargee from the Chargor or a
Receiver under this deed may be applied by the Chargee to any item of account
or liability or transaction forming part of the Money Owing to which they may
be applicable in any order or manner which the Chargee may determine.


 


11.3                        Suspense account


 


Until the Money Owing is paid in full, the Chargee may place and keep
(for such time as it will determine) any money received pursuant to this deed
or on account of the Chargor’s liability in respect of the Money Owing in an
interest bearing, separate suspense account (to the credit of either the
Chargor or the Chargee as the Chargee will think fit) and the Receiver may
retain the same for the period which it and the Chargee consider expedient without
having any obligation to apply all or any part of that money in or towards
discharge of the Money Owing.


 


12                                  Protection of third parties


 


12.1                        No obligation to enquire


 


No purchaser from, or other person dealing with, the Chargee or any
Receiver (or their agents) will be obliged or concerned to enquire whether:


 


(a)                                  the right of the Chargee or any Receiver to
exercise any of the powers conferred by this deed has arisen or become
exercisable or as to the propriety or validity of the exercise or purported
exercise of any such power; or


 


(b)                                 any of the Money Owing remains outstanding or
be concerned with notice to the contrary and the title and position of such a
purchaser or other person will not be impeachable by reference to any of those
matters.


 


12.2                        Receipt conclusive


 


The receipt of the Chargee or any Receiver will be an absolute and a
conclusive discharge to a purchaser, and will relieve him of any obligation to
see to the application of any moneys paid to or by the direction of the Chargee
or any Receiver.


 


13                                  Protection of Chargee and Receiver


 


13.1                        No liability


 


Neither the Chargee nor any Receiver will be liable in respect of any of
the Secured Property or for any loss or damage which arises out of the exercise
or the attempted or purported exercise of, or the failure to exercise any of,
their respective powers, unless caused by its or his gross negligence, wilful
default or breach of any obligations under the Finance Documents.


 


13.2                        Possession of Secured Property


 


Without prejudice to clause 13.1 (No liability), if the Chargee or the
Receiver enters into possession of the Secured Property, it will not be liable
to account as mortgagee in possession and may at any time at its discretion go
out of such possession.


 

















 


13.3                        Liability of Chargor


 


The Chargor will be deemed to be a principal debtor and the sole,
original and independent obligor for the Money Owing and the Secured Property
will be deemed to be a principal security for the Money Owing. The liability of
the Chargor under this deed and the charges contained in this deed will not be
impaired by any forbearance, neglect, indulgence, extension of time, release,
surrender or loss of securities, dealing, variation or arrangement by the
Chargee, or by any other act, event or matter whatsoever whereby the liability
of the Chargor (as a surety only) or the charges contained in this deed (as
secondary or collateral charges only) would, but for this provision, have been
discharged.


 


14                                  Costs and expenses


 


14.1                        Enforcement expenses


 


The Chargor will on demand pay to the Chargee and any Receiver the
amount of all costs and expenses (including legal fees and other out-of-pocket
expenses and any GST thereon) incurred by any of them in connection with the
preservation, enforcement or attempted preservation or enforcement of any of
their rights under any Finance Document (and any documents referred to in any
Finance Document) or in respect of any of the Secured Property.


 


14.2                        Default interest


 


If not paid when due, the amounts payable under this clause 14 will
carry interest compounded with monthly rests at the Default Rate (after as well
as before judgment), from the date of demand and will form part of the Money
Owing.


 


15                                  Cumulative powers and avoidance of payments


 


15.1                        Cumulative powers


 


The powers which this deed confers on the Chargee and any Receiver
appointed under this deed are cumulative, without prejudice to their respective
powers under the general law, and may be exercised as often as the relevant
person thinks appropriate. The Chargee or the Receiver may, in connection with
the exercise of their powers, join or concur with any person in any
transaction, scheme or arrangement whatsoever. The respective powers of the
Chargee and the Receiver will in no circumstances be suspended, waived or
otherwise prejudiced by anything other than an express consent or amendment.


 


15.2                        Amounts avoided


 


If any amount paid by the Chargor in respect of the Money Owing is
capable of being avoided or set aside on the liquidation or administration of
the Chargor or otherwise, then for the purposes of this deed that amount will
not be considered to have been paid.


 

















 


15.3                        Discharge conditional


 


Any settlement or discharge between the Chargor and the Chargee will be
conditional upon no security or payment to the Chargee by the Chargor or any
other person being avoided, set aside, ordered to be refunded or reduced by
virtue of any provision or enactment relating to insolvency and accordingly
(but without limiting the other rights of the Chargee under this deed) the
Chargee will be entitled to recover from the Chargor the value which the
Chargee has placed on that security or the amount of any such payment as if
that settlement or discharge had not occurred.


 


16                                  Ruling off accounts


 


If the Chargee receives notice of any subsequent Security Interest or
other interest affecting any of the Secured Property (except as permitted by
the Facility Agreement) it may open a new account for the Chargor in its books.
If it does not do so then (unless it gives express notice to the contrary to
the Parent), as from the time it receives that notice, all payments made by the
Chargor to it (in the absence of any express appropriation to the contrary)
will be treated as having been credited to a new account of the Chargor and not
as having been applied in reduction of the Money Owing.


 


17                                  Delegation


 


The Chargee may delegate by power of attorney or in any other manner all
or any of the powers, authorities and discretions which are for the time being
exercisable by it under this deed to any person or persons upon such terms and
conditions (including the power to sub-delegate) as it may think fit. The
Chargee will not be liable or responsible to the Chargor or any other person
for any losses arising from any act, default, omission or misconduct on the
part of any delegate.


 


18                                  Redemption of prior charges


 


The Chargee may, at any time after a Declared Default has occurred,
redeem any prior Security Interest on or relating to any of the Secured
Property or procure the transfer of that Security Interest to itself, and may
settle and pass the accounts of any person entitled to that prior Security
Interest. Any account so settled and passed will (subject to any manifest
error) be conclusive and binding on the Chargor. The Chargor will on demand pay
to the Chargee all principal monies and interest and all losses incidental to
any such redemption or transfer.


 


19                                  Prospective liabilities


 


19.1                        Priority amount


 


For the purpose of fixing priorities between this deed and any
subsequent charge registered under the Corporations Act and for no other
purpose, this deed secures a prospective liability up to a maximum amount of
$50,000,000. This deed may also secure prospective liabilities in excess of
this maximum amount.


 

















 


19.2                        Extending priority amount


 


If the Money Owing exceeds the amount specified in the previous clause
or in the Chargee’s opinion is likely to do so, the Chargee may, at any time or
from time to time, vary the terms of this deed by increasing that specified
amount by such amount as the Chargee considers appropriate. Upon presentation
by the Chargee, the Chargor must sign a notice under section 268 of the
Corporations Act in respect of the variation and the variation will take effect
upon lodgement of that notice.


 


20                                  Miscellaneous


 


20.1                        No marshalling


 


The Chargee is not required to look to any other Security Interest
before exercising any of its powers under this deed.


 


20.2                        Covenant to release


 


Once all the Money Owing has been paid in full and the Chargee does not
have any contingent liability to advance further monies to, or incur liability
on behalf of, the Chargor, the Chargee will, at the request and cost of the
Chargor, take any action which may be necessary to release the Secured Property
from the security constituted by this deed.


 


20.3                        Power to remedy


 


If the Chargor fails to comply with any of its obligations under a
Finance Document and that failure is not remedied to the satisfaction of the
Chargee within 14 days, it will allow (and irrevocably authorises) the Chargee
or any person which the Chargee nominates to take any action on behalf of that
Chargor which is necessary to ensure that those obligations are complied with.


 


20.4                        Notices


 


Any notice, demand, consent or other communication given or made under
this deed must be given or made in accordance with clause 19.1 of the Facility
Agreement.


 


20.5                        Governing law


 


(a)                                  This deed is governed by, and construed in
accordance with, the laws of New South Wales.


 


(b)                                 The parties irrevocably submit to the
non-exclusive jurisdiction of the courts of New South Wales.


 


(c)                                  The parties irrevocably waive any objection to
the venue of any legal process on the basis that the process has been brought
in an inconvenient forum.


 


20.6                        Amendment


 


This deed may only be amended or varied in writing signed by the
parties.


 

















 


20.7                        Further assurance


 


The parties agree to do anything (including execute any document), and
to ensure that their employees and agents do anything (including execute any
agreement) reasonably required to give full effect to this deed.


 


20.8                        Counterparts


 


(a)                                  This deed may be executed in any number of
counterparts.


 


(b)                                 All counterparts taken together will be deemed
to constitute one instrument.


 


20.9                        Attorneys


 


Each attorney who executes this deed declares that the attorney has no
notice of any revocation, suspension or variation of the power of attorney
appointing that attorney.


 


21                                  Interpretation


 


21.1                        Definitions


 


Terms defined in the Facility Agreement have the same meaning when used
in this deed (unless the context requires otherwise). The following definitions
apply in this deed.


 


Acquired Shares means
the Shares in a Company (other than Present Shares) to which the Chargor
becomes legally or beneficially entitled at any time (whether or not those
Shares are held for the Chargor by any other person).


 


Assigned Agreements means each Transaction Document (other than the Finance Documents).


 


Attorney means
an attorney appointed under a Finance Document.


 


Book Debts
means all book and other debts arising in the ordinary course of trading.


 


Certificate means
a certificate or other document of title to or otherwise evidencing title to a
Share.


 


Charge means
the security created by this deed.


 


Charged Property
means all of the present and future undertaking, assets and rights of the
Chargor including all real and personal property, choses in action, goodwill,
uncalled and called but unpaid capital but excluding the Mortgaged Property.


 


Charged Receivable means any actual or contingent debt or other
monetary obligation arising in respect of a Receivable from time to time
forming part of the Secured Property.


 


Company means each Subsidiary of Channell Bushman Pty
Limited ABN 99 109 821 614 on the date of this deed, including:


 
















 


(a)          Bushmans Group Pty Limited ABN 90 090
744 022;


 


(b)          Australian Bushman Tanks Pty Limited
ABN 21 058 504 108;


 


(c)          Bushman Engineering Pty Limited ABN 49
074 185 461; and


 


(d)          Polyrib Tanks Pty Limited ABN 49 062
942 661.


 


Declared
Default means a Default which has resulted
in the Chargee exercising any of its rights under the Finance Documents.


 


Default has the meaning given to the term “Event of Default” in the
Facility Agreement.


 


Default
Rate means the rate at which default
interest is payable under clause 6.1 (Default Interest) of the Facility
Agreement.


 


Distribution
means all dividends, distributions and other
income paid or payable on an Investment or Subsidiary Share, together with all
shares or other property derived from that Investment or Subsidiary Share and
all other allotments, accretions, rights, benefits and advantages of all kinds
accruing, offered or otherwise derived from or incidental to that Investment or
Subsidiary Share (whether by way of conversion, redemption, bonus, preference, option
or otherwise).


 


Exceptional
Distribution means a Distribution of the
following kind:


 


(a)                                  a
reduction of capital;


 


(b)                                 a
buy-back of shares under a buy-back scheme or otherwise; or


 


(c)                                  any
Distribution under a scheme of arrangement.


 


Facility
Agreement means the facility agreement dated
on or about the date of this deed between, amongst others, the Chargee and the
Chargor.


 


Floating
Charge Asset means an asset charged under
clause 2.4 (Floating Charge).


 


Investment means any share, unit, stock, debenture, loan stock, security,
interest in any investment fund and any other comparable investment (whether or
not marketable) whether owned directly by, or to the order of, a Chargor or by
any trustee, fiduciary or clearance system on its behalf (including, unless the
context otherwise requires, the Subsidiary Shares).


 


Money
Owing means the aggregate of:


 


(a)                                  the
Principal Outstanding;


 


(b)                                 all
other debts and monetary liabilities of the Obligors, under or in connection
with the Finance Documents and in any capacity,


 


irrespective of whether the debts or liabilities:


 


(c)                                  are
present or future;


 

















 


(d)                                 are
actual, prospective, contingent or otherwise;


 


(e)                                  are
at any time ascertained or unascertained;


 


(f)                                    are
owed or incurred by or on account of an Obligor alone, or severally or jointly
with any other person;


 


(g)                                 are
owed to or incurred for the account of the Chargee alone, or severally or
jointly with any other person;


 


(h)                                 are
owed to any other person as agent (whether disclosed or not) for or on behalf of
the Chargee;


 


(i)                                     are
owed or incurred as principal, interest, fees, charges, Taxes, damages (whether
for breach of contract or tort or incurred on any other ground), losses, costs
or expenses, or on any other account;


 


(j)                                     are
owed to or incurred for the account of the Chargee directly or as a result of:


 


(1)                                  the
assignment or transfer to the Chargee of any debt or liability of an Obligor
(whether by way of assignment, transfer or otherwise); or


 


(2)                                  any
other dealing with any such debt or liability;


 


(k)                                  are
owed to or incurred for the account of the Chargee before the date of this deed
or before the date of any assignment of this deed to the Chargee by any other
person or otherwise; or


 


(l)                                     comprise
any combination of the above.


 


Mortgaged
Property means, in respect of a Chargor, all
the Chargor’s present and future interest in, to, under or derived from all
its:


 


(a)          Present Shares;


 


(b)          Acquired Shares; and


 


(c)          New Rights.


 


New
Rights means, in respect of the Chargor, a
present or future right of the Chargor:


 


(a)                                  to
or in any money, dividend, interest, offer, bonus, option, Share, unit of a
Share, debenture, debenture stock, bond, note or any security, or any
entitlement to subscribe for any of them;


 


(b)                                 resulting
from any substitution, conversion, redemption, forfeiture, cancellation,
reclassification, consolidation or subdivision; or


 


(c)                                  resulting
from a reduction of capital, liquidation or scheme of arrangement,


 


in
connection with the Mortgaged Property.


 

















 


Nominated
Account means the bank account opened by the
Chargor in accordance with clause 2.9.


 


Premises means all freehold and leasehold property from time to time owned
by the Chargor or in which the Chargor is otherwise interested, including the
property, if any, specified in Schedule 1.


 


Present
Shares means, in respect of the Chargor, the
Shares in a Company specified in Schedule 3.


 


Receiver means a receiver or receiver and manager appointed under this deed.
If two or more persons are appointed, the expression “Receiver” refers to each
of those persons severally as well as to two or more of them jointly.


 


Records means all information and documentation which relates in any way to
a specified person’s business or operations or any transaction or arrangement
entered into by the person, whether the information is recorded electronically,
magnetically or otherwise.


 


Secured
Property means the Charged Property and the
Mortgaged Property.


 


Share
means a share or stock in the capital of a
Company.


 


Subsidiary
Shares means all:


 


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


 


(b)                                 units
(whatever called) in a trust estate which represent a legal or beneficial
interest in any income or assets of that trust estate,


 


owned
by a Chargor (if any).


 


Transfer
means, in respect of a Share, an executed
document of transfer sufficient to transfer all the legal and beneficial
ownership of that Share to the Chargee or its nominee.


 


21.2                        Incorporation of facility terms


 


Clauses
20.1, 20.2, 20.3 and 20.4 of the Facility Agreement are incorporated in this
deed and apply as between the Chargor and the Chargee under this deed as they
apply between the Chargor (as borrower) (or an Obligor, as the case may be) and
the Chargee (as lender) under the Facility Agreement.


 


21.3                        Chargee’s limitation of liability


 


(a)                                  The
Chargee enters into this deed solely in its capacity as custodian of the
Causeway Australasian Private Debt Opportunities Fund (Fund)
and it will undertake all covenants, terms and conditions on its part to be
observed or performed solely in that capacity. No debt, duty, liability or
obligation arising under this deed will accrue to, or be enforceable against,
the Chargee in its personal capacity. The Chargee ceases to have any
obligations and liabilities under this deed if the Chargee ceases for any
reason to be custodian of the Fund.


 

















 


(b)                                 The
Chargee is not required to satisfy any liability arising under or in respect of
this deed out of any funds, property or assets other than to the extent to
which it is entitled to and does actually obtain an indemnity from the
responsible entity of the Fund. However, this does not apply to the extent that
the Chargee’s right to be indemnified by the responsible entity of the Fund has
been reduced by reason of fraud, negligence or breach by the Chargee in the
performance of the Chargee’s duties as custodian of the Fund.


 


(c)                                  If
any party to this deed other than the Chargee does not recover all money owing
to it in under this deed it may not seek to recover the shortfall by bringing
proceedings against the Chargee in its personal capacity or applying to have
the Chargee wound up or proving in the winding up of the Chargee.


 


(d)                                 The
Chargee is not obliged to do or refrain from doing anything under this deed
(including incurring any liability) unless its liability is limited in the same
manner as set out in this clause.


 


21.4                      McLaughlins Financial Services Limited limitation of liability


 


(a)                                  Each
party acknowledges that McLaughlins Financial Services Limited ABN 65 088 647
796 (MFS) enters into this document and each
Finance Document (through its agent Australian Executor Trustees Limited) and
incurs the obligations in them (Obligations)
solely in its capacity as responsible entity of the Causeway Australasian
Private Debt Opportunities Fund ARSN 125 168 587 and in no other capacity.


 


(b)                                 A
liability of MFS arising under or in connection with this document and any
Finance Document is limited to and can be enforced against MFS only to the
extent to which it can be satisfied out of any property of the Causeway
Australasian Private Debt Opportunities Fund out of which MFS is actually
indemnified for the liability. Subject to this clause this limitation of MFS’s
liability applies despite any other provision of this document and any Finance
Document and extends to all liabilities and obligations of MFS in any way
connected with any representation, warranty, conduct, omission, agreement or
transaction related to this document and any Finance Document.


 


(c)                                  Subject
to clause 21.4(d), the other parties to this deed and any Finance Document may
not sue MFS in any capacity other than as the responsible entity for the
Causeway Australasian Private Debt Opportunities Fund, including seeking the
appointment of a receiver (except in relation to property of the Causeway Australasian
Private Debt Opportunities Fund), a liquidator, an administrator or any similar
person to MFS or prove in any liquidation, administration or arrangement of or
affecting MFS (except in relation to property of the Causeway Australasian
Private Debt Opportunities Fund).


 


(d)                                 The
provisions of clauses 21.4(b) and (c) shall not apply:


 

















 


(1)                                  in
the case of and to the extent of fraud, gross negligence or breach of trust on
the part of MFS; or


 


(2)                                  to
any obligation or liability of MFS to the extent that it is not satisfied
because under a security or by operation of law there is a reduction in the
extent of MFS’s indemnification out of the assets of the Causeway Australasian
Private Debt Opportunities Fund, as a result of MFS’s own fraud, gross
negligence or breach of trust.


 


(e)                                  No
Attorney, agent or Receiver appointed in accordance with this document or any
other Finance Document has authority to act on behalf of MFS in a way which
exposes MFS to any personal liability and no act or omission of any such person
will be considered fraud, negligence or breach of trust of MFS for the purposes
of this clause.


 


(f)                                    Except
to the extent that MFS’s right of indemnity out of the assets of the Causeway
Australasian Private Debt Opportunities Fund is limited, restricted or lost by
reason of fraud, gross negligence or breach of trust, the parties to this
document and any Finance Document waive their rights and release MFS from any
personal liability whatsoever, in respect of any loss or damage:


 


(1)                                  which
it may suffer as a result of any:


 


(A)                              breach by MFS of its duties under this
document or any Finance Document; or


 


(B)                                non-performance by MFS of the
Obligations; and


 


(2)                                  which
cannot be paid or satisfied out of the assets out of which MFS is entitled to
be indemnified in respect of any liability incurred by it as responsible entity
of the Causeway Australasian Private Debt Opportunities Fund.


 


(g)                                 MFS
is not obliged to do or refrain from doing anything under this deed or any
Finance Document (including incur any liability) unless MFS’s liability is
limited in the same manner as set out in this clause.


 

















 


Schedule 1      Chargors


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  ABN/ACN
  (if applicable)

  
	
  Channell
  Bushman Pty Limited

  	
   

  	
  3
  Healey Circuit, 

  Huntingwood, NSW, 2148

  	
   

  	
  ABN
  99 109 821 614

  
	
  Bushmans
  Group Pty Limited

  	
   

  	
  3
  Healey Circuit, 

  Huntingwood, NSW, 2148

  	
   

  	
  ABN
  90 090 744 022

  
	
  Australian
  Bushman Tanks Pty Limited

  	
   

  	
  3
  Healey Circuit, 

  Huntingwood, NSW, 2148

  	
   

  	
  ABN
  21 058 504 108

  
	
  Bushmans
  Engineering Pty Limited

  	
   

  	
  3
  Healey Circuit, 

  Huntingwood, NSW, 2148

  	
   

  	
  ABN
  49 074 185 461

  
	
  Polyrib
  Tanks Pty Limited

  	
   

  	
  3
  Healey Circuit, 

  Huntingwood, NSW, 2148

  	
   

  	
  ABN
  49 062 942 661

  



 

















 


Schedule 2      Details of Properties


 


Freehold
Land


 


	
  Chargor

  	
   

  	
  Address

  	
   

  	
  Title
  Reference:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Leasehold
Land


 


 


	
  Chargor

  	
   

  	
  Address
  or description

  	
   

  	
  Title
  Reference(s):

  
	
  Bushmans Group Pty Limited ABN 

  90 090 744 022

  	
   

  	
  Trade Court Dalby - Factory

  	
   

  	
  17761035

  
	
   

  	
   

  	
  (Lot 6 on Crown Plan D9145 Aubigny

  Dalby,

  	
   

  	
  50338207

  50205062

  
	
   

  	
   

  	
  Lot 2 on Survey Plan 137171 Aubigny Dalby and

  	
   

  	
   

  
	
   

  	
   

  	
  Lot 4 on Survey Plan 104602 Aubigny Dalby)

  	
   

  	
   

  
	
   

  	
   

  	
  Cooper Street Dalby - Engineering Works

  	
   

  	
  17761037

  
	
   

  	
   

  	
  (Lot 9 on Crown Plan AG 4145 Aubigny Dalby)

  	
   

  	
   

  
	
   

  	
   

  	
  Cooper Street Dalby - Office

  	
   

  	
  17761036

  
	
   

  	
   

  	
  (Lot 12 on Crown Plan AG 4044 Aubigny Dalby)

  	
   

  	
   

  
	
   

  	
   

  	
  Cobden Road Terang Victoria

  	
   

  	
  Volume 10271 Folio 492

  
	
   

  	
   

  	
  (Lot 2 on Plan PS 348656E and Lot 1 on Plan PS
  730631P)

  	
   

  	
  Volume 3914 Folio 791

  
	
   

  	
   

  	
  Lot 65 Fisher Drive (Cnr Jonal Drive),
  Cavan Estate SA

  	
   

  	
  Volume 5486 Folio 812

  
	
   

  	
   

  	
  (Lot 65 Cavan Estate SA, Encumbrances Agreements
  Nod 6698652 & 6951947 and Mortgage No. 8304941)

  	
   

  	
   

  
	
   

  	
   

  	
  Lots 63 & 66 CB Fisher Drive Cavan
  Estate SA

  	
   

  	
  Volume 5486 Folio 811

  Volume 5486 Folio 813

  
	
   

  	
   

  	
  (Lot 63 & 66 Cavan Estate SA, Encumbrances
  Agreements Nod 6698652 & 6951947)

  	
   

  	
   

  
	
   

  	
   

  	
  18 Colliers Ave Orange NSW

  	
   

  	
  3180176

  
	
   

  	
   

  	
  (Lot 1 on DP 1014496 Wellington Orange and Lot 8
  on DP 1012206 Wellington Orange)

  	
   

  	
   

  
	
   

  	
   

  	
  Unit 2, 29 Industrial Ave Wacol Brisbane
  4076

  	
   

  	
  50121780

  
	
   

  	
   

  	
  (Lot 621 on SL6424 Stanley Oxley)

  	
   

  	
   

  



 

















 


Schedule 3      Present Shares


 


	
  Chargor

  	
   

  	
  Name
  of Company

  	
   

  	
  Number
  of 

  Shares

  	
   

  	
  Share

  Certificate No.

  	
   

  	
  Class

  
	
  Channell
  Bushman Pty Limited ABN 99 109 821 614

  	
   

  	
  Bushmans
  Group Pty Limited ABN 

  90 090 744 022

  	
   

  	
  100

  	
   

  	
  8

  	
   

  	
  Ordinary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Australian
  Bushman Tanks Pty Limited ABN 21 058 504 108 

  	
   

  	
  1

  	
   

  	
  15

  	
   

  	
  D

  
	
   

  	
   

  	
   

  	
  100

  	
   

  	
  14

  	
   

  	
  Ordinary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bushmans
  Engineering Pty Limited ABN 49 074 185 461 

  	
   

  	
  1

  	
   

  	
  12

  	
   

  	
  A

  
	
   

  	
   

  	
   

  	
  5883

  	
   

  	
  11

  	
   

  	
  Ordinary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Polyrib
  Tanks Pty Limited ABN 

  49 062 942 661 

  	
   

  	
  1

  	
   

  	
  8

  	
   

  	
  MGT

  
	
   

  	
   

  	
   

  	
  100

  	
   

  	
  7

  	
   

  	
  Ordinary

  



 





















 


Schedule 4                                    Notice to Debtor


 


To:          [Insert name and address
of Debtors]


 


Notice
of Security over Receivables Documents


 


We
refer to the [insert description of document(s)]
between you and [insert relevant Chargor]
entitled [       ] and dated [          ] and the [insert description of any
securities, guarantees or other collateral documents] (Documents).


 


We
notify you that:


 


1                                          By a Charge dated [             ]
between ourselves and Australian Executor Trustees Limited ABN 84 007 869 794
as custodian for the Causeway Australasian Private Debt Opportunities Fund (Chargee) we have charged to the Chargee all of our interest
in and rights under the Documents (including, without limitation, all money
payable to us under the Documents). However, the Chargee will not in any
circumstances be obliged to perform our obligations under the Documents or be
liable for our failure to perform those obligations properly.


 


2                                          You must pay all amounts payable by you to us under the Documents as
the Chargee directs from time to time. Until you receive a direction from the
Chargee you must pay all those amounts to account number
[     ].


 


3                                          All variations to and waivers for breaches of the Documents must be
approved by the Chargee.


 


4                                          We cannot revoke or vary this notice in whole or in part except with
the written consent of the Chargee.


 

















 


Signing page


 


Executed
as a deed


 


	
  Executed by Channell
  Bushman 

  Pty Limited ABN 99 109 821 

  614 in accordance with section 127 of the Corporations 

  Act 2001 (Cth) by:

  	
  )

  	
   

  
	
  )

  
	
  )

  
	
  )

  
	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  George Apostolidis

  	
   

  	
  /s/
  Amarjeet Kulkarni

  
	
  Signature
  of Director

  	
   

  	
  Signature
  of Director/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  George
  Apostolidis

  	
   

  	
  Amarjeet
  Kulkarni

  
	
  Print
  name of Director

  	
   

  	
  Print
  name of Director/Secretary

  



 


	
  Executed by Bushmans
  Group 

  Pty Limited ABN 90 090 744 

  022 in accordance with section 127 of the Corporations 

  Act 2001 (Cth) by:

  	
  )

  	
   

  
	
  )

  
	
  )

  
	
  )

  
	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  George Apostolidis

  	
   

  	
  /s/
  Amarjeet Kulkarni

  
	
  Signature
  of Director

  	
   

  	
  Signature
  of Director/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  George
  Apostolidis

  	
   

  	
  Amarjeet
  Kulkarni

  
	
  Print
  name of Director

  	
   

  	
  Print
  name of Director/Secretary

  



 


	
  Executed by Australian
  

  Bushman Tanks Pty Limited 

  ABN 21 058 504 108 in 

  accordance with section 127 of 

  the Corporations Act 2001 (Cth) by:

  	
  )

  )

  )

  )

  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  George Apostolidis

  	
   

  	
  /s/
  Amarjeet Kulkarni

  
	
  Signature
  of Director

  	
   

  	
  Signature
  of Director/Secretary

  



 

















 


	
  George
  Apostolidis

  	
   

  	
  Amarjeet
  Kulkarni

  
	
  Print
  name of Director

  	
   

  	
  Print
  name of Director/Secretary

  



 


	
  Executed by Bushmans 

  Engineering Pty Limited ABN 

  49 074 185 461 in accordance with section 127 of the 

  Corporations Act 2001 (Cth) by:

  	
  )

  	
   

  
	
  )

  
	
  )

  
	
  )

  
	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  George Apostolidis

  	
   

  	
  /s/
  Amarjeet Kulkarni

  
	
  Signature
  of Director

  	
   

  	
  Signature
  of Director/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  George
  Apostolidis

  	
   

  	
  Amarjeet
  Kulkarni

  
	
  Print
  name of Director

  	
   

  	
  Print
  name of Director/Secretary

  



 


	
  Executed by Polyrib
  Tanks Pty 

  Limited ABN 49 062 942 661 in 

  accordance with section 127 of the Corporations Act 2001 (Cth) 

  by:

  	
  )

  	
   

  
	
  )

  
	
  )

  
	
  )

  
	
  )

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  George Apostolidis

  	
   

  	
  /s/
  Amarjeet Kulkarni

  
	
  Signature
  of Director

  	
   

  	
  Signature
  of Director/Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  George
  Apostolidis

  	
   

  	
  Amarjeet
  Kulkarni

  
	
  Print
  name of Director

  	
   

  	
  Print
  name of Director/Secretary

  



 


	
  Signed for and on behalf of Australian Executor Trustees Limited ABN 84 007 869 794 as custodian
  for the Causeway Australasian Private Debt Opportunities Fund ARSN 125 168
  587 by                     and                        its                      
  attorneys under a Power of

  	
  )

  	
   

  
	
  )

  
	
  )

  
	
  )

  
	
  )

  
	
  )

  
	
  )

  



 

















 


	
  Attorney
  Registered No.    Book       and the Attorneys declare that the
  Attorneys have not received notice of the revocation of such Power of
  Attorney in the presence of:

  	
  )

  	
   

  
	
  )

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of Witness

  	
   

  	
  Signature
  of Attorney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print
  name of Witness

  	
   

  	
  Signature
  of Attorney

  



 


 


	
  THE
  COMMON SEAL OF 

  AUSTRALIAN EXECUTOR TRUSTEES

  LIMITED
  A.C.N. 007 869 794 was

  hereunto
  affixed with the authority of

  	
  )

  	
  /s/
  Stuart Alexander Howard

  
	
  )

  	
   Stuart Alexander Howard

  
	
  )

  	
   

  
	
  )

  	
  /s/
  Philip John Walter Joseph

  
	
   

  	
  Authorised
  Signatories

  
	
  [ SEAL ]

  	
   

  	
  Philip
  John Walter Joseph