July 7, 1997
WESTPAC CUSTODIAN NOMINEES LIMITED
and
CONPRESS INTERNATIONAL (NETHERLANDS ANTILLES) NV
and others
------------------------------------------------
DEED OF RELEASE OF SECURITY
------------------------------------------------
XXXXX XXXXXX XXXXXXX
Solicitors
Grosvenor Place
000 Xxxxxx Xxxxxx
XXXXXX XXX 0000
Tel: 0000 0000
Ref: XXX.DJH.418084
TABLE OF CONTENTS
Xxxxxx Xxxx
------ ----
1. INTERPRETATION..........................................................1
1.1 Definitions........................................................1
1.2 General............................................................2
1.3 Headings...........................................................3
2. RELEASE.................................................................3
3. LAW AND JURISDICTION....................................................3
3.1 Governing Law......................................................3
3.2 Submission to Jurisdiction.........................................4
4. GENERAL.................................................................4
4.1 Further Assurance..................................................4
4.2 Attorneys..........................................................4
5. CONSENT AND WAIVER......................................................4
SCHEDULE 1...................................................................5
i
DEED OF RELEASE made July 7, 1997
BY:
(1) WESTPAC CUSTODIAN NOMINEES LIMITED ACN 002 861 565 of Level 36, 00
Xxxxxxxx Xxxxxx, Xxxxxx XXX as trustee for the Agent and the Participants
and as trustee for the Agent and the Lenders (in the relevant capacity,
the "Chargee");
IN FAVOUR OF:
(2) CONPRESS INTERNATIONAL (NETHERLANDS ANTILLES) NV, a company incorporated
in the Netherlands Antilles of 15 Pietermaai, Curacao, Netherlands
Antilles (the "Chargor"); and
(3) CONSOLIDATED PRESS HOLDINGS LIMITED ACN 008 394 000 xx 0xx Xxxxx, 00-00
Xxxx Xxxxxx, Xxxxxx ("CPH").
RECITALS:
A. The Chargor has given in favour of the Chargee the security described in
schedule 1 (individually and collectively, the "Charges").
B. The Chargee has agreed to release the Charged Property from the security
created by the Charges in accordance with this deed.
THE PARTIES AGREE AND DECLARE AS FOLLOWS:
1. INTERPRETATION
1.1 Definitions
In this deed, unless the context otherwise requires:
"Agent" means Australia and New Zealand Banking Group Limited ACN 005 357
522;
"Charged Property" means all the property charged or encumbered by the
Charges, which is described in column 4 of schedule 1 beside the
description of the Charges;
"Lenders" means the financial institutions named in schedule 2 to the
Cash Advance Facility Agreement dated 27 June 1996 (as amended) between
KFB Packer as borrower, the Lenders, CPH and the other parties named in
schedule 1 as guarantors, the Chargee as security trustee for the Lenders
and the Agent;
"Participants" means the financial institutions named in schedule 2 to
the Syndicated Bill Facility Agreement dated 25 March 1994 (as amended)
between Consolidated Press (Finance) Limited as borrower, the
Participants, CPH and the other parties named in schedule 1 thereto as
guarantors, the Chargee as security trustee for the Participants and the
Agent;
"Secured Moneys" means all money secured to the Chargee under the
Charges; and
"Transaction Document" means the Charges and each other document or
agreement which secures some or all of the Secured Moneys.
1.2 General
In this deed, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) a reference to an individual or person includes a corporation,
partnership, joint venture, association, authority, trust, state or
government and vice versa;
(c) a reference to any gender includes all genders;
2
(d) a reference to a recital, clause or schedule is to a recital, clause
or schedule of or to this deed;
(e) a schedule forms part of this deed;
(f) a reference to any agreement or document is to that agreement or
document (and, where applicable, any of its provisions) as amended,
novated, restated or replaced from time to time;
(g) a reference to any party to this deed or any other document or
arrangement includes that party's executors, administrators,
substitutes, successors and permitted assigns; and
(h) where an expression is defined, another part of speech or
grammatical form of that expression has a corresponding meaning.
1.3 Headings
In this deed, headings are for convenience of reference only and do not
affect interpretation.
2. RELEASE
The Chargee releases the Charged Property from the Charges, but without
otherwise affecting the rights of the Chargee under each Transaction
Document.
3. LAW AND JURISDICTION
3.1 Governing Law
This deed is governed by the law in force in the Australian Capital
Territory.
3
3.2 Submission to Jurisdiction
The parties submit to the non-exclusive jurisdiction of the courts
exercising jurisdiction in the Australian Capital Territory and any
courts that may hear appeals from those courts in respect of any
proceedings in connection with this deed.
4. GENERAL
4.1 Further Assurance
The Chargee shall, at the cost and expense of the Chargor, do or cause to
be done anything required to be done to perfect the release of the
Charged Property, including, without limitation, completing any necessary
recordation and filing requirements.
4.2 Attorneys
Each attorney who executes this deed on behalf of a party declares that
the attorney has no notice of any revocation, suspension or variation of
the power of attorney under the authority of which the attorney executes
this deed.
5. CONSENT AND WAIVER
The Security Trustee on its own behalf and on behalf of the Agent
consents, for the benefit of CPH and the Chargor, to the Chargor selling
or agreeing to sell the Charged Property. Any such sale or agreement for
sale shall be deemed not to be a breach of clause 6 of the Stock Pledge
Agreements referred to in column 1 of schedule 1. For the avoidance of
doubt, clause 9.1(e) of the Syndicated Xxxx Xxxxxxxx (as referred to in
the definition of Participants) or clause 9.1(e) of the Cash Advance
Facility Agreement (as referred to in the definition of Lenders) shall
not apply to a sale of shares under this clause.
4
SCHEDULE 1
SECURITIES
1 2 3 4
Date of Certificate
Charge or Number (if
Description of Charge Mortgage applicable) Property Released
1. Stock Pledge Agreement 11/6/97 VC-21211 20,173,800 shares
between the Chargor and the of Valassis
Chargee relating to the Communications,
Syndicated Bill Facility Inc.
2. Stock Pledge Agreement 11/6/97 VC-21211 20,173,800 shares
between the Chargor and the of Valassis
Chargee relating to the Communications,
Cash Advance Facility Inc.
5
EXECUTED as a deed poll.
SIGNED SEALED AND DELIVERED ) /s/ Xxxxx X. Xxxx, Xx.
for and on behalf of WESTPAC ) ------------------------------------------
CUSTODIAN NOMINEES LIMITED ) Attorney
by its duly appointed attorney Name (printed): Xxxxx X.
in the presence of: Xxxx, Xx.
Date of Power
of Attorney: July 2, 1997
/s/ Xxxx Xxxxxxxx
-------------------------------
Witness
Name (printed): Xxxx Xxxxxxxx
6
