THIS AGREEMENT is made on August 20, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pty Ltd (administrator appointed) (ACN 072 221
375) of ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇
(▇▇▇ "continuing party")
AND Global Realty Development Corp (formerly known as Australian
Agriculture and Property Development Corporation) of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
(the "substitute party")
AND Mount ▇▇▇▇▇▇ Estates (Pty) Ltd (Company Registration No.
2003/02214/07) of Farm ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
(the "retiring party")
WHEREAS
A. Under an agreement dated 28 February 2005 between the retiring party
as borrower and the continuing party as lender (the 'contract') the
continuing party at the request of the retiring party has provided the
retiring party with financial accommodation for the purposes stated in the
contract.
B. The parties to this agreement have agreed that with effect from the
date of this agreement (the 'effective date') the contract shall be
novated.
C. To better secure payment of the financial accommodation the substitute
party has agreed to provide a Promissory Note which will be returned to the
substitute party when the financial accommodation has been paid in full.
IT IS AGREED:
1. Novation
1.1 With effect on and from the effective date:
1.1.1 the substitute party shall be substituted for the
retiring party under the contract as if it had originally
been a party to the contract instead of the retiring party,
1
and all references in the contract to the retiring party in
any capacity shall be read and construed as if they were
references to the substitute party; and
1.1.2 the substitute party shall be bound by and comply with the provisions
of the contract binding upon the retiring party and shall enjoy all the rights
and benefits of the retiring party under the contract.
2. Indemnity
2.1 The retiring party agrees with the substitute party to indemnify
and keep indemnified the substitute party from and against any
liability incurred by the substitute party as a result of any action,
demand, claim or proceeding against the substitute party by the
continuing party under or in respect of the contract relating to any
act or omission of the retiring party prior to the effective date.
2.2 The substitute party agrees with the retiring party to indemnify
and keep indemnified the retiring party from and against any liability
incurred by the retiring party as a result of any action, demand,
claim or proceeding against the retiring party by the continuing party
under or in respect of the contract relating to any act or omission of
the substitute party on or after the effective date.
3. Release of Retiring Party
3.1 With effect on and from the effective date the continuing party
releases the retiring party from all its obligations under the
contract and all actions, claims or proceedings that it may have
against the retiring party under or in respect of the contract
relating to any act or omission of the retiring party on or after the
effective date.
4. Conditions
Notwithstanding that the effective date may have passed, the
provisions of clause 2 of this agreement shall have no force or effect
until the continuing party shall have certified that it has received in
form and substance satisfactory to it a legal opinion from an attorney at
law in the jurisdiction applying for each of the retiring party and the
substitute party certifying the manner of execution as being legally
binding on the party concerned.
2
5. Representations and Warranties
5.1 Each of the retiring party and the substitute party represents
and warrants to the continuing party and to each other that:
5.1.1 status: it is a corporation validly existing under the laws
of the country in which it is incorporated;
5.1.2 corporate power and authorisations: it has the corporate
power to enter into and perform its obligations under this
agreement and has taken all necessary corporate action to
authorise the execution, delivery and performance of this
agreement;
5.1.3 agreement binding: this agreement is its valid and binding
obligation enforceable against it in accordance with its terms;
and
5.1.4 no winding up or execution: no application or order has
been made for the winding up or liquidation of it; no action has
been taken to seize or take possession of any of its assets;
there are no unsatisfied judgments against it and it is able to
pay its debts as they fall due.
5.2 Reliance The retiring party and the substitute party
acknowledge that the continuing party has entered into this
agreement in reliance on the representations and warranties in
clause 5(1).
6. Expenses
6.1 All parties shall bear their own expenses in relation to the
preparation, execution and completion of this agreement; and
6.2 The substitute party shall reimburse the continuing party
for its costs and expenses of and relating to the enforcement of,
or preservation of any rights under, this agreement, including
legal costs and expenses on a full indemnity basis.
7. Governing law and jurisdiction
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7.1 This agreement shall be governed by and construed in accordance with the
laws of Victoria and each of the parties submits to the non-exclusive
jurisdiction of its courts.
8. Counterparts
This agreement may be executed in any number of counterparts. All of
such counterparts taken together shall be deemed to constitute the one
instrument.
9. Currency
Repayment of the financial accommodation shall be made in Australian
dollars.
EXECUTED AS AN AGREEMENT
Executed by DOMINION ESTATES )
PTY LTD (ADMINISTRATORS )
APPOINTED) ACN 072 221 375 )
by being signed by its joint
administrator ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
in the presence of
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Executed by GLOBAL REALTY )
DEVELOPMENT CORP by being )
signed by its Chief )
Financial officer
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ in the
presence of )
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Executed by MOUNT ▇▇▇▇▇▇ )
ESTATES (PTY) LTD by being )
signed by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ )
in his capacity as director
duly authorised in the
presence of
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TABLE OF CONTENTS
1. NOVATION........................................... 1
2. INDEMNITY.......................................... 2
3. RELEASE OF RETIRING PARTY....................... 2
4. CONDITIONS......................................... 2
5. REPRESENTATIONS AND WARRANTIES................... 2
6. EXPENSES........................................... 3
8. GOVERNING LAW AND JURISDICTION.................. 3
9. COUNTERPARTS....................................... 3
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BETWEEN
Dominion Estates Pty Ltd (administrator appointed)
(ACN 072 221 375)
AND
Global Realty Development Corp
AND
Mount ▇▇▇▇▇▇ Estates
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NOVATION OF CONTRACT
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▇▇▇▇▇▇▇ + ▇▇▇▇▇▇
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LAWYERS
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Tel: (▇▇) ▇▇▇▇ ▇▇▇▇
Fax: (▇▇) ▇▇▇▇ ▇▇▇▇
Ref: SOH:50194