Guarantee and Indemnity
Parties
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1. ACN 000 000 000 Pty Ltd ACN 084 763 780 c/- Xxxxxx Xxxxxx
Hughes& Co, 000 Xxxxx Xxxxxxx, Xxxxxxxx Xxxxx Xxxxxxxxx 0000
(Guarantor)
2. Xxxxx Xxxxxxx Xxxxxxx of 0 Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx
0000 (Creditor)
Operative provisions
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Part 1 - Preliminary
2. Definitions
In this deed:
APR means that certain Agreement and Plan of Reorganisation dated as
of August 26, 2002, by and among CBLA and Xxxxxxx Xxxxxx Xxxxxxxx in
relation to the acquisition by CBLA of Competency Based Learning,
Inc., a California corporation, through the exchange of Xx Xxxxxxxx'x
shares of capital stock therein for shares of CBLA's parent, Trinity
Companies, Inc., a Utah corporation.
Authorised Officer means:
(a) a director, secretary or manager (of any class) of the
Creditor, or a person acting in any of those offices;
(b) a person appointed as an authorised officer by the
Creditor;
Business Day means any day except a Saturday or a Sunday or
other public holiday in South Australia;
Charge means a fixed and floating charge of or about even date
herewith granted by the Guarantor to the Creditor over all of
the assets of the Guarantor;
Collateral Security means a security, or a guarantee or
indemnity, granted by any person to the Creditor, to secure
payment of any Guaranteed Money;
Co-Surety means a person liable, jointly or severally or
jointly and severally with the Guarantor, for the Guaranteed
Money;
Debtor means CBL Acquisition Corp, a Utah Corporation (CBLA)
and Trinty Companies Inc, a Utah Corporation (Trinity) and
parent corporation of CBLA and its successors and permitted
assigns;
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Guaranteed Money means:
(a) all money and other obligations which the Debtor (personally or
as a trustee, alone or with another person) now or in the
future owes or may contingently owe, whether as principal
debtor or as a surety, to the Creditor (alone or with another
person), in respect of:
the Notes;
the Shareholder Loans;
the indemnity obligations of the Debtor under section 11 of the
APR; the indemnity obligations of CBLA under section 12 of each
of the Securities Purchase Agreements;
together with all extensions, modifications, or renewals of any of the
foregoing, including without limitation. all unpaid principal of the
Notes, all interest accrued thereon, all fees and other amounts
payable by the Debtor to the Creditor thereunder or in connection
therewith.
(b) money which would come within paragraph (a), except that it is
or may be irrecoverable from the Debtor for any reason
including:
(i) the Debtor's Insolvency or lack of capacity or
authority;
(ii) a transaction relating to the Guaranteed Money is void
or avoided (with or without the Creditor's knowledge);
(iii) a payment to the Creditor is void or avoided under a law
about Insolvency; or
(iv) any property or contract of the Debtor is disclaimed
under a law about Insolvency; and
(c) money which another clause specifies is part of the Guaranteed
Money;
Governmental Agency means any government or any governmental, semi-
governmental, administrative, fiscal or judicial body, department,
commission, authority, tribunal, agency or entity.
Insolvency means:
(a) being an externally-administered body corporate; or
(b) being insolvent under administration;
Payment Currency means the currency in which a payment is made;
Relevant Currency means the currency in which a payment is required to
be made and is United States dollars unless expressly stated
otherwise;
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Security Agreement means an agreement titled "Security Agreement"
dated August 26, 2002 between the Debtor, Xxxxxx Xxxxxxx Xxxxxxxx as
collateral agent for the Lenders and Trinity;
Securities Purchase Agreements means each of that certain Securities
Purchase Agreement dated August 26, 2002 between CBLA and the Creditor
in relation to the purchase by CBLA of the shares of the Creditor in
Competency Based Learning Pty Ltd and that certain Securities Purchase
Agreement of the same date between CBLA, the Creditor and Xxxxxx
Xxxxxxx Xxxxxxxx (Xxxxxxxx) in relation to the purchase by the Debtor
of the shares of the Creditor and Scammell in the Guarantor;
Surety means a person, other than the Guarantor or Debtor which is, or
may be responsible for any Guaranteed Money under any security,
guarantee or other document or agreement;
Tax means:
(a) any present or future tax, levy, charge, impost, duty, fee,
deduction, compulsory loan or withholding; or
(b) any present or future income, stamp or transaction duty, tax or
charge;
which is assessed, levied, imposed or collected by any Governmental
Agency and includes, but is not limited to , any interest, fine,
penalty, charge, fee or other amount imposed on or in respect of any
of the above, including, for the avoidance of doubt, any Tax on the
income of the Creditor.
Interpretation
In this deed, unless the context otherwise requires:
2.1 singular includes plural and plural includes singular;
2.2 one gender includes the other genders;
2.3 reference to legislation includes any amendment to it, any
legislation substituted for it, and any statutory instruments
issued under it and in force;
2.4 reference to a person includes a corporation, a firm and any
other entity;
2.5 reference to a party includes that party's personal
representatives, successors and permitted assigns;
2.6 reference to a person, if more than one, means each of them
individually and all of them jointly;
2.7 a promise or agreement by 2 or more persons binds each person
individually and all of them jointly;
2.8 headings do not affect interpretation;
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2.9 a provision must not be construed against a party only because
that party put the provision forward;
2.10 a provision must be read down to the extent necessary to be
valid; if it cannot be read down to that extent, it must be
severed;
2.11 the rights, duties and remedies in this deed operate to the
extent that they are not excluded by law;
2.12 reference to a thing (including a right) includes a part of
that thing;
2.13 examples are descriptive only and not exhaustive;
2.14 a word or phrase defined in the Corporations Xxx 0000 has the
meaning given by the Corporations Xxx 0000 as at the date of
this deed;
2.15 a word or phrase (other than one defined in clause 1 hereof)
defined in the Security Agreement, has the same meaning in this
deed;
2.16 where there is more than one person included in the expression
"the Debtor" a reference to such expression includes a
reference to any two (2) or more of such persons together and
each of such persons separately.
Part 3 - Guarantee and Indemnity
4. Guarantee
The Guarantor guarantees to the Creditor punctual payment of
the Guaranteed Money.
5. Indemnity
5.1 As a separate obligation, the Guarantor indemnifies the
Creditor against all claims and all losses, costs,
liability and expenses incurred by the Creditor because:
5.1.1 the Debtor does not punctually pay the
Guaranteed Money;
5.1.2 the Guaranteed Money is or may be irrecoverable
from the Debtor for any reason including:
(a) the Debtor's Insolvency or lack of
capacity or authority;
(b) a transaction relating to the Guaranteed
Money is void or avoided (with or without
the Creditor's knowledge);
(c) a payment to the Creditor is void or
avoided under a law about Insolvency; or
(d) any property or contract of the Debtor is
disclaimed under a law about Insolvency.
4
5.2 Each term of this deed applies, with the necessary changes, to
this indemnity.
6. Limit
Notwithstanding anything herein expressed or implied to the contrary
the Guarantor's liability to the Creditor under this deed is limited
to the moneys received by the Creditor from the exercise of its rights
in relation to the sale or other dealings by the Creditor or any
Receiver, (as such expression is defined in the Charge), with the
Charged Property (as such expression is defined in the Charge):
Part 7 - Payment
8. Payment
The Guarantor must pay to the Creditor all amounts payable under this
deed as and when the Guaranteed Money, or any applicable portion
thereof, becomes due and payable in accordance with its terms, whether
by acceleration, at stated maturity or otherwise.
9. Appropriation
The Creditor may appropriate money, received from or for the Debtor or
Guarantor, as the Creditor thinks fit.
10 Combination and set-off
The Creditor may:
10.1 apply a credit balance of any account (joint or otherwise) of
the Guarantor with the Creditor;
10.2 set-off money owing by the Creditor to the Guarantor;
towards satisfaction of money payable under this deed.
11. Certificate as to amount owing
A certificate signed by the Creditor or its Authorised Officer,
stating the amount owing or payable under this deed, is sufficient
evidence of the matter unless proved incorrect.
Part 12 - Protection Of Creditor's Rights
13. Continuing security
13.1 This deed is a continuing security. It is discharged only when
the Creditor discharges the Guarantor in writing.
13.2 The Guarantor is not entitled to a discharge:
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13.2.1 while any Guaranteed Money is owing or contingently
owing or, in the Creditor's opinion, may become owing or
contingently owing;
13.2.2 within 12 months after full payment of all the
Guaranteed Money; or
13.2.3 for any longer period the Creditor decides, if in the
Creditor's opinion, a payment under this deed is or may
be void or voidable.
14. Unconditional liability
14.1 The Guarantor's liability is unconditional and is not affected
by anything including:
14.1.1 a consent, concession, extension of time, waiver of
default, release or agreement not to xxx by the
Creditor to the Debtor, Guarantor, Co-Surety or other
person;
14.1.2 an arrangement, composition or compromise between the
Creditor and the Debtor, Guarantor, Co-Surety or other
person;
14.1.3 variation (including material variation) or replacement
of an arrangement (present or future) between the
Creditor and the Debtor, Guarantor, Co-Surety or other
person;
14.1.4 the Creditor transacting any business with or for the
Debtor or other person;
14.1.5 unpaid Guaranteed Money being or becoming irrecoverable
from the Debtor, Guarantor, Co-Surety or other person;
14.1.6 the Debtor's lack of capacity or authority to enter
into or perform any arrangement in respect of the
Guaranteed Money, even if the Creditor knew or ought to
have known about that lack;
14.1.7 the death or legal incapacity of the Debtor, Guarantor,
Co-Surety or other person;
14.1.8 the Insolvency of the Debtor, Guarantor, Co-Surety or
other person (whether or not the Creditor assents to it
or receives a dividend in it);
14.1.9 the merger, amalgamation, reconstruction or alteration
in the nature or composition of the Creditor, Debtor,
Guarantor, Co-Surety or other person;
14.1.10 if the Debtor or the Guarantor is or becomes a
partnership:
(a) an alteration in the composition of the
partnership;
(b) the fact that the Debtor or Guarantor is not or
is no longer a partner; or
(c) cessation of business by the partnership;
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14.1.11 acceptance by the Creditor of security or additional
security from the Debtor, Guarantor, Co-Surety or other
person;
14.1.12 a Collateral Security being or becoming void, voidable
or unenforceable;
14.1.13 a dealing with, or a variation, exchange, renewal,
transfer or abandonment of a contract, Collateral
Security or instrument;
14.1.14 the fact that the Debtor, Guarantor, Co-Surety or other
person is a trustee, nominee, partnership, joint owner
or joint venturer;
14.1.15 a judgment or order obtained by the Creditor against
the Debtor;
14.1.16 an outstanding negotiable instrument, security,
contract or other obligation in respect of the
Guaranteed Money;
14.1.17 a settlement of account or intervening payment, or the
fact that there is no Guaranteed Money owing;
14.1.18 partial payment of the Guaranteed Money;
14.1.19 a payment to the Creditor being void or voidable;
14.1.20 failure by the Creditor to disclose to the Guarantor
anything about the Debtor or the Debtor's affairs or a
transaction contemplated or entered by the Debtor or
Creditor or both;
14.1.21 failure by the Creditor to obtain a guarantee or
indemnity or Collateral Security from any person;
14.1.22 failure by a person named as a Guarantor to properly
execute this deed;
14.1.23 failure by the Creditor to notify the Guarantor about a
default by the Debtor;
14.1.24 failure or delay by the Creditor in making demand on
the Debtor, or in enforcing any arrangement in respect
of the Guaranteed Money or any judgment;
14.1.25 delay by the Creditor in making demand on the
Guarantor, or in enforcing this deed;
14.1.26 failure or delay by the Creditor in making demand on
any Co-Surety or in enforcing any Collateral Security;
14.1.27 any other act, omission, mistake or delay by the
Creditor or other person.
14.2 The Creditor is not obliged:
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14.2.1 to make demand on or take action against the Debtor;
14.2.2 to make demand on or take action against any Co-Surety;
14.2.3 to enforce any Collateral Security;
before making demand on the Guarantor or enforcing this deed.
14.3 This clause applies even if:
14.3.1 it increases the Guarantor's obligations;
14.3.2 the Guarantor does not know of or consent to an event
specified in this clause;
14.3.3 there is a rule of law or equity to the contrary.
15. Guarantor's rights are suspended
15.1 While the guarantee and indemnity continue, the Guarantor must
not:
15.1.1 claim the benefit of any security or other guarantee or
indemnity held (now or in the future) by the Creditor
for any Guaranteed Money;
15.1.2 claim an amount, from the Debtor, a Guarantor (if 2 or
more persons comprise the Guarantor), or a Co-Surety,
under any right to recover money which the Guarantor
has paid or has been required to pay to the Creditor;
15.1.3 claim an amount in the Insolvency of the Debtor, a
Guarantor (if 2 or more persons comprise the
Guarantor), or a Co-Surety.
15.2 However, if the Creditor so requires, the Guarantor must prove
for all money owing to the Guarantor in the Insolvency of the
Debtor, a Guarantor (if 2 or more persons comprise the
Guarantor), or a Co-Surety. The Guarantor holds on trust for
the Creditor all money recovered from that Insolvency (to the
extent of the unsatisfied liability of the Guarantor under this
deed).
15.3 The Guarantor authorises the Creditor:
15.3.1 to prove for all money owing to the Guarantor in the
Insolvency of the Debtor, a Guarantor (if 2 or more
persons comprise the Guarantor), or a Co-Surety;
15.3.2 to hold all money recovered from that Insolvency (to
the extent of the unsatisfied liability of the
Guarantor under this deed) in a suspense account or
otherwise appropriate it as the Creditor thinks fit.
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16. Securities held by Guarantor
16.1 In this clause, security means a security granted (in the past
or in the future) by the Debtor to the Guarantor for the
Debtor's liability to indemnify the Guarantor against liability
under this deed.
16.2 The Guarantor holds any security on trust for the Creditor, to
secure the Guarantor's liability under this deed.
16.3 On demand by the Creditor, the Guarantor must deposit the
security with the Creditor or assign it to the Creditor.
17. Gross Up
17.1 All payments which the Guarantor is required to make under this
deed must be made:
17.1.1 without any set-off (including, without limitation, any
set-off in respect of amounts due by the Creditor to
the Debtor), counterclaim or condition;
17.1.2 without any deduction or withholding for any Tax or any
other reason unless the Guarantor is required to make a
deduction or withholding by applicable law; and
17.1.3 to the Creditor to an address or account in Australia
directed by the Creditor from time to time.
17.2 If:
17.2.1 the Guarantor is required to make a deduction or
withholding from any payment it is required to make to
the Creditor under this deed; or
17.2.2 the Creditor is required to pay any Tax in respect of
any payment it receives from the Guarantor under this
deed;
the Guarantor must pay an additional amount to the Creditor so
that the Creditor receives a net amount (after payment of Taxes
or any deduction or withholding in respect of each additional
amount) which it would have received had a deduction or
withholding or payment of Tax not been made.
17.3 The Guarantor indemnifies the Creditor against any amount
withheld or deducted by the Guarantor, or any Tax paid or
payable by the Creditor, in respect of any payment which the
Guarantor is required to make to the Creditor under this deed.
17.4 The indemnity contained in this clause is an additional,
separate and independent obligation of the Guarantor.
18. Foreign Currency Indemnity
18.1 If, at any time:
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18.1.1 the Creditor receives or recovers any Guaranteed Money
or any amount payable by the Guarantor under this deed
for any reason including, without limitation:
(a) any judgment or order of any Governmental
Agency;
(b) the Insolvency of the Debtor, Guarantor or any
Surety or any proof or claim in that
liquidation; or
(c) any other thing into which the obligations of
the Guarantor, Debtor or Surety become merged;
and
18.1.2 the Payment Currency is not the Relevant Currency;
the Guarantor indemnifies the Creditor against any shortfall
between the amount payable in the Relevant Currency and the
amount actually received or recovered by the Creditor after the
Payment Currency is converted into the Relevant Currency in
accordance with this clause.
18.2 The indemnity in this clause is an additional, separate and
independent obligation of the Guarantor.
18.3 When converting the Payment Currency to the Relevant Currency
the Creditor may itself or through its bankers purchase one
currency with another, whether or not through an intermediate
currency, whether spot or forward, in the manner and amounts
and at the times it thinks fit.
18.4 The Guarantor must make each payment under this deed in the
Relevant Currency.
19. Duty to notify
The Guarantor must notify the Creditor as soon as the Guarantor
becomes aware of:
19.1 a default, or an event deemed to be a default, under an
arrangement in respect of the Guaranteed Money;
19.2 anything which may materially affect the Debtor's ability to
pay the Guaranteed Money;
19.3 the Creditor's ability to enforce payment of the Guaranteed
Money by the Debtor;
19.4 any breach of this deed by the Guarantor;
19.5 anything which may materially affect the Guarantor's ability to
perform the Guarantor's obligations under this deed; or
19.6 anything which may materially affect the Creditor's ability to
enforce performance of the Guarantor's obligations under this
deed.
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20. Void payments
If a payment under this deed is void or avoided under a law about
Insolvency:
20.1 any discharge of the Guarantor's obligations is ineffective;
20.2 the Guarantor must still make that payment;
20.3 the Guarantor must immediately grant to the Creditor any
security discharged as a result of that payment, with the same
priority as the discharged security;
20.4 the Guarantor must pay the legal costs and disbursements (on a
solicitor and own client basis) of the Creditor, arising from
the void or avoided payment and replacing the security.
21. No merger
21.1 The Creditor's rights under this deed are not prejudiced by or
merged in any other right of the Creditor (present or future),
including rights under a negotiable instrument, contract or
judgment.
21.2 This deed does not affect:
21.2.1 any Collateral Security;
21.2.2 any other obligation of the Guarantor to the Creditor.
22. No marshalling
The Creditor is not obliged to xxxxxxxx in favour of the Guarantor or
other person:
22.1 any security held by the Creditor;
22.2 any assets held by the Creditor or to which the Creditor is
entitled.
23. No moratorium
A law that:
23.1 lessens the Guarantor's obligations;
23.2 postpones or prevents the exercise of the Creditor's rights; or
23.3 protects or compensates the Guarantor;
is excluded from this deed, unless the law otherwise requires.
24. Assignment
With the written consent of the Guarantor, which consent shall not be
unreasonably withheld, the Creditor may assign:
24.1 the whole or any part of the debt comprised in the Guaranteed
Money;
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24.2 the Creditor's rights under this deed.
25. No waiver
25.1 The Creditor waives a right under this deed only by giving
notice that it waives that right.
25.2 A power is not impaired or waived by:
25.2.1 a failure to exercise that power;
25.2.2 a delay in exercising that power;
25.2.3 a partial exercise of that power;
25.2.4 a previous exercise of that power;
25.2.5 negotiations between the Creditor and the Debtor or
Guarantor;
25.2.6 acceptance of part of the Guaranteed Money.
26. Acknowledgement by Guarantor
The Guarantor acknowledges that the Guarantor was not induced to enter
this deed by any statement, representation or warranty by or for the
Creditor.
27. Right to disclose
The Creditor may disclose any information about the Guarantor to any
person who might enter into a contract with the Creditor in respect of
this deed.
Part 28 - Miscellaneous
29. Notices
29.1 A notice or demand must be in writing, signed by the person
giving it or that person's Authorised Officer or lawyer.
29.2 A notice or demand may be given to a person:
29.2.1 personally;
29.2.2 by leaving it at the person's address specified in this
deed;
29.2.3 by sending it by prepaid mail to the person's address
specified in this deed;
29.2.4 by sending it by facsimile to the person's facsimile
numbers specified in Item 1 of the schedule.
29.3 Notice is deemed to be given to the addressee:
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29.3.1 when left at the addressee's address;
29.3.2 if sent by prepaid mail, 10 Business Days after
posting; and
29.3.3 if sent by facsimile and the transmission report shows
that the whole notice was sent to the addressee's
facsimile number, at the time and on the day shown in
the transmission report.
However, if this is after 5pm on a Business Day or is not a
Business Day at the addressee's address, notice is deemed to be
given at 9am on the next Business Day at the addressee's
address.
29.4 Notice to the Guarantor under this deed is effective, even if
the Guarantor lacks legal capacity, or is dead, an insolvent
under administration or an externally-administered body
corporate.
29.5 If 2 or more people comprise a party, notice or demand to one
is effective notice to all.
29.6 A party may change its address or facsimile number for service
by giving at least 5 Business Days' notice to the other party.
29.7 A certificate signed by the Creditor or its Authorised Officer
or lawyer, stating the date and time at which any notice was
personally given, left, posted or faxed to the Guarantor, is
sufficient evidence of the matter unless proved incorrect.
29.8 Notice to the Guarantor will not be effective until notice is
also given to the persons set forth in Item 2 of the Schedule.
30. Notice need not be specific
A notice or demand need not specify the amount payable to the
Creditor.
31. Jurisdiction
31.1 This deed is governed by the law of the place specified in Item
3 of the schedule.
31.2 The Guarantor irrevocably submits to the exclusive jurisdiction
of the courts of that place and the division of the Federal
Court of Australia in that place, and the courts of appeal from
them.
31.3 The Guarantor must not object to the jurisdiction of any of
those courts on the ground that it is an inconvenient forum or
that it does not have jurisdiction.
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Schedule
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Item 33. Notices Guarantor facsimile number: x00(0)0000-0000
Creditor facsimile number: x00(0)0000-0000
Item 34. Other Notices Trinity Companies, Inc.
Attention: President
facsimile number: (000) 000-0000
Pasons Xxxxx & Xxxxxxx,
Attention: Xxxxx Xxxxxxxxxxx, Esq.
facsimile number: (000) 000-0000
Item 35. Jurisdiction South Australia
Executed as a deed on October 1, 2002
Executed by
ACN 000 000 000 Pty Ltd
..................................... ..................................
Director Director/Company Secretary
..................................... ..................................
Name (please print) Name (please print)
Signed by
Xxxxx Xxxxxxx Xxxxxxx
in the presence of:
..................................... .................................
Witness Xxxxx Xxxxxxx Xxxxxxx
.....................................
Name (please print)
14
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Contents
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Page No.
Part 1 - Preliminary . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Interpretation. . . . . . . . . . . . . . . . . . . . . . . . .3
Part 2 - Guarantee and Indemnity . . . . . . . . . . . . . . . . . . . . .4
3. Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . .4
4. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . .4
5. Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Part 3 - Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
6. Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
7. Appropriation . . . . . . . . . . . . . . . . . . . . . . . . .5
8. Combination and set-off . . . . . . . . . . . . . . . . . . . .5
9. Certificate as to amount owing. . . . . . . . . . . . . . . . .5
Part 4 - Protection Of Creditor's Rights . . . . . . . . . . . . . . . . .5
10. Continuing security . . . . . . . . . . . . . . . . . . . . . .5
11. Unconditional liability . . . . . . . . . . . . . . . . . . . .6
12. Guarantor's rights are suspended. . . . . . . . . . . . . . . .8
13. Securities held by Guarantor. . . . . . . . . . . . . . . . . .9
14. Gross Up. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
15. Foreign Currency Indemnity. . . . . . . . . . . . . . . . . . .9
16. Duty to notify. . . . . . . . . . . . . . . . . . . . . . . . 10
17. Void payments . . . . . . . . . . . . . . . . . . . . . . . . 11
18. No merger . . . . . . . . . . . . . . . . . . . . . . . . . . 11
19. No marshalling. . . . . . . . . . . . . . . . . . . . . . . . 11
20. No moratorium . . . . . . . . . . . . . . . . . . . . . . . . 11
21. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 11
22. No waiver . . . . . . . . . . . . . . . . . . . . . . . . . . 12
23. Acknowledgement by Guarantor. . . . . . . . . . . . . . . . . 12
24. Right to disclose . . . . . . . . . . . . . . . . . . . . . . 12
Part 5 - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 12
25. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
26. Notice need not be specific . . . . . . . . . . . . . . . . . 13
27. Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . 13
Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15
Guarantee and Indemnity
By
ACN 000 000 000 Pty Ltd
To
Xxxxx Xxxxxxx Xxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxx XX 0000
Xxxxxxxxx
Telephone: (00) 0000 0000
Facsimile: (00) 0000 0000
Email: xxxxxxxxx@xxxxx-xxxxxxxx.xxx.xx
(C) Xxxxx Xxxxxxxx
MAG Com:88160.1
