Guarantee and Indemnity
Parties
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1. Competency Based Learning Pty Ltd ACN 084 763 780 c/- A. D. Xxxxxxx &
Associates Xxxxx 0, 00 Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxxxx 0000
(Guarantor)
2. Xxxxxx Xxxxxxx Xxxxxxxx of 000 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxx 0000
Xxxxxx Xxxxxx of America (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
Trinity 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 and the Creditors as
collateral agent for the Lenders and Trinity;
Securities Purchase Agreement means each of that certain Securities
Purchase Agreement dated August 26, 2002 between CBLA, the Creditor
and Xxxxx Xxxxxxx Xxxxxxx (Xxxxxxx) in relation to the purchase by
Debtor of the shares of the Creditor and Xxxxxxx in ACN 000 000 000
Pty Ltd and that certain Securities Purchase Agreement of the same
date between CBLA and Xxxxxxx in relation to the purchase by CBLA of
the shares of Xxxxxxx 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.
2. 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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31.2.1 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
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18.1 If, at any time:
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
Competency Based Learning Pty Ltd
................................... ..................................
Director Director/Company Secretary
................................... ..................................
Name (please print) Name (please print)
Signed by
Xxxxxx Xxxxxxx Xxxxxxxx
in the presence of:
................................... ..................................
Witness Xxxxxx Xxxxxxx Xxxxxxxx
...................................
Name (please print)
14
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 . . . . . . . . . . . . . . . . .6
10. Continuing security. . . . . . . . . . . . . . . . . . . . . . .6
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 . . . . . . . . . . . . . . . . . . 10
16. Duty to notify . . . . . . . . . . . . . . . . . . . . . . . . 10
17. Void payments. . . . . . . . . . . . . . . . . . . . . . . . . 11
18. No merger. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
19. No marshalling . . . . . . . . . . . . . . . . . . . . . . . . 11
20. No moratorium. . . . . . . . . . . . . . . . . . . . . . . . . 12
21. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 12
22. No waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
23. Acknowledgement by Guarantor . . . . . . . . . . . . . . . . . 12
24. Right to disclose. . . . . . . . . . . . . . . . . . . . . . . 12
Part 5 - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 13
25. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
26. Notice need not be specific. . . . . . . . . . . . . . . . . . 14
27. Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . 14
Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
15
Guarantee and Indemnity
By
Competency Based Learning Pty Ltd
To
Xxxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xxxxxxxx Lawyers
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:88048.1
