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Document Preview Deed of Guarantee |
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Title: |
Deed of Guarantee |
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Entities: |
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Date: |
2004 |
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Size: |
26KB total |
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Price: |
$34 |
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ID: |
#1140811 |
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Deed of Guarantee
Coles Myer Ltd.
ABN 11 004 089 936
Each Noteholder and Relevant Account Holder from time to time and for the time being
Each Dealer from time to time and for the time being
101 Collins Street Melbourne Victoria 3000 Australia
Telephone +61 3 9288 1234 Facsimile +61 3 9288 1567
www.freehills.com DX 240 Melbourne
SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE
Correspondent Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPUR
Liability limited by the Solicitors Limitation of Liability Scheme,
approved under the Professional Standards Act 1994 (NSW)
Reference Andrew Booth: Irene Tang:
Table of contents
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Clause |
Page | |
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1 Definitions and interpretation |
1 | |
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1.1 Definitions |
1 | |
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1.2 Incorporated definitions |
2 | |
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1.3 Interpretation |
2 | |
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2 Guarantee |
2 | |
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2.1 Guarantee |
2 | |
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2.2 Indemnity |
3 | |
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2.3 Obligations |
3 | |
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3 Preservation of rights |
3 | |
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3.1 Guarantee an additional and independent security |
3 | |
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3.2 Continuing obligations |
4 | |
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3.3 Events not to discharge Guarantors obligations |
4 | |
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3.4 Conditional settlement |
5 | |
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3.5 Waiver |
5 | |
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3.6 Exercise of rights of Guarantor |
5 | |
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4 Tax |
6 | |
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4.1 Payments without Deduction for Taxes |
6 | |
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5 Suspense Account |
7 | |
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5.1 Retention of moneys |
7 | |
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5.2 Payments in gross |
7 | |
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6 Notices |
8 | |
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6.1 Form of and address for communications |
8 | |
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7 Deposit of Guarantee |
8 | |
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7.1 Deposit of Guarantee |
8 | |
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8 Benefit of Agreement |
8 | |
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8.1 Benefit of agreement |
8 | |
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9 Governing Law and Jurisdiction |
8 | |
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9.1 Governing Law |
8 | |
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9.2 Jurisdiction |
8 | |
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10 Exchange Rate Indemnity |
9 | |
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10.1 Judgment Currency |
9 | |
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10.2 Excess on conversion |
9 | |
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10.3 Liquidation of the Guarantor |
9 | |
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11 Negative Pledge |
10 | |
This Guarantee
is made on 2001 by:
Coles Myer Ltd.
ABN 11 004 089 936
of 800 Toorak Road, Tooronga 3146, Victoria, Australia
(Guarantor)
In favour of:
Each Noteholder and Relevant Account Holder from time to time and for the time being
Each Dealer from time to time and for the time being
Recitals:
| A. | Under the dealer agreement dated on or about the date of this Guarantee between Coles Myer Finance Limited (Issuer) and several financial institutions as dealers, the Issuer has established a debt issuance programme for the issue of medium term notes and other debt instruments from time to time (Programme). |
| B. | The Issuer is a wholly owned subsidiary of the Guarantor. |
| C. | The Guarantor has authorised the giving of this Guarantee in respect of the payment of all sums payable from time to time by the Issuer to the Noteholders, Relevant Account Holders under or in connection with the Programme and to the Dealers under the Dealer Agreement. |
This deed poll witnesses as follows:
| 1 | Definitions and interpretation |
| 1.1 | Definitions |
In this Guarantee:
Business Day means a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for general banking business in Melbourne.
Dealer means each person from time to time appointed as a dealer pursuant to the Dealer Agreement.
Deed of Covenant means the debt issuance programme deed of covenant made on or about the date of this Guarantee by the Issuer, as issuer, in favour of each Noteholder and Relevant Account Holder from time to time and for the time being.
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