S&W Seed (SANW) 10-Q2024 Q2 Quarterly report

AMENDMENT AND RESTATEMENT DEED

National Australia Bank Limited

and S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814

DATED 2 November 2023

Amendment and Restatement Deed (S&W Seed Company).docx

Table of Contents

DEFINITIONS ANDINTERPRETATION ...................................................................: 2

THIS DEED is dated the date shown on the front page and is made between:

NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937 of 395 Bourke Street, Melbourne,

Victoria 3000 (NAB); -

Each person listed _as a borrower in the Schedule (Borrower and together the Borrowers);

_Each person (if any) listed as a cross-guarantor in the Schedule (Cross-Guarantor and together the

Cross-Guarantors); and

Each person (if any) listed as a security provider in the Schedule (Security Provider and together the

Security Providers).

This Deed remains available for acceptance until 30 January 2024 at which time it will lapse.

BACKGROUND:

IT IS AGREED as follows:

Words which have a defined meaning in the Original Agreement have the same meaning in this document unless otherwise defined.

Effective Date means the date NAB gives the notice contemplated in clause 2.1 (Conditions precedent).

Obligor means each Borrower, Cross-Guarantor and Security Provider.

Original Agreement means the facility agreement between NAB and some or all of the Obligors dated, or most recently amended or restated on, 29 June 2023.

Clause 1.4 (Interpretation) of the General Conditions of the Original Agreement applies to this document as if set out in full in this document.

To the extent permitted by law, this document prevails to the extent it is inconsistent with any law.

The parties enter into this document in consideration of, among other things, the mutual promises contained in this document.

This document is a Finance Document for the purposes of the Original Agreement.

No party enters into this document as agent for an undisclosed principal, as a partner of any partnership, trustee of any trust, responsible entity of any registered scheme or otherwise for the benefit of any other person except as expressly described in this document.

The amendments proposed to the Original Agreement referred to in clause 3 (Amendment and restatement are of no force and effect until NAB has notified the Borrowers in writing that each of the following has been received by NAB or otherwise complied with in form and substance satisfactory to NAB:

Unless otherwise required by NAB, each document specified in respect of an Obligor in clause

2.1 (Conditions precedent must be an original. If NAB requires a certified copy of a document, the copy must be certified by a director or secretary of that Obligor as true and complete as at a date no earlier than 5 Business Days before the date of this document.

With effect on and from the Effective Date, the Original Agreement is amended and restated in the form set out in the annexure to this document.

On the date of this document and on the Effective Date, each representation and warranty contained in the Original Agreement is deemed to be repeated by each Obligor for the benefit of NAB with reference to the facts and circumstances subsisting as at the date of this document and the Effective Date respectively.

Clause 31 (Communications and Notices) of the General Conditions of the Original Agreement . applies to this document as if set out in full in this document.

This document may be executed in any number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.

This document is governed by the laws of Victoria. Any court cases involving this document can be held in the courts of any state or territory of Australia with jurisdiction to consider matters related to this document. Each party irrevocably and unconditionally submits to the non­ exclusive jurisdiction of the courts exercising jurisdiction there.

SCHEDULE1

BORROWER(S)

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814

CROSS-GUARANTOR(S) (IF ANY)

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814 S&W HOLDINGS AUSTRALIA PTY LTD ACN 162 715 326

SECURITY PROVIDER(S) (IF ANY)

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814 S&W HOLDINGS AUSTRALIA PTY LTD ACN 162 715 326

EXECUTED AS A DEED

ANNEXURE

AMENDED AND RESTATED ORIGINAL AGREEMENT

FINANCE AGREEMENT

National Australia Bank Limited

and S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061114 814

DATED 2 November 2023

Amendment and Restatement Deed (S&W Seed Company).docx

© National Australia Bank Limited (ABN 12 004 044 937), Melbourne, Australia

This Finance Agreement is dated as shown on the front page and is made between

NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937 of 395 Bourke Street, Melbourne, Victoria 3000 (NAB) and each person listed in the Key Information.

FACILITIES IN THIS FINANCE AGREEMENT

SIGNATURES

[Intentionally deleted]

FACILITY DETAILS

FACILITY1: MULTI-OPTION FACILITY

FACILITY 1.1: NAB CORPORATE MARKETS LOAN

FACILITY 1.2: REVOLVING LEASE LIMIT

FACILITY 2: MULTI-OPTION FACILITY

FACILITY 2.1: BORROWING BASE TRADE REFINANCE FACILITY

FACILITY 2 2· FARM MANAGEMENT ACCOUNT OVERDRAFT FACILITY

FACILITY 3: NAB CORPORATE MARKETS LOAN

OTHER FACILITIES

Following are details of some Other Facilities provided by NAB to a Borrower. The terms and conditions of each Other Facility are set out in the Transactions Specific Document, if any, for the Other Facility, each other document referred to in the "Other Conditions" section of the Details and, subject to clause

1.5 (Inconsistency), this document.

FACILITY 4: NAB CORPORATE AND PURCHASING CARD

The parties agree that if any of the following Facilities are specified in the Details, the Expiry Date for that Facility can be extended at the option of NAB:

OPTION TO EXTEND CERTAIN FACILITIES

(each a 12 Month Facility).

The option to extend a 12 Month Facility subject to the terms of this document will only be available for four consecutive annual periods from the initial Expiry Date, such that the final Expiry Date cannot be a date more than 5 years from the initial Expiry Date.

The Borrower repeats the representations and warranties that are made, or taken to be repeated, in accordance with this document (as varied from time to time) as at each Expiry Date (other than the final Expiry Date for a 12 Month Facility) and further represents and warrants to NAB that no Default subsists.

If the Expiry Date does not fall on a Business Day, it will be the next Business Day. The above provisions prevail to the extent of any inconsistency.

KEY INFORMATION

Item 1 {Obligors and Group)

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814 S&W HOLDINGS AUSTRALIA PTY LTD ACN 162 715 326

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814 S&W HOLDINGS AUSTRALIA PTY LTD ACN 162 715 326

Not applicable

Item 2 {Security Documents)

Item 3 (Material Documents)

Not applicable

Item 4 (Specified Documents and other conditions precedent) (clause 3.2(e) (Conditions Precedent))

Specified Documents

Not applicable

Other Conditions Precedent

Not applicable

Item 5 (Mandatory Prepayment) (clause 5.2(b) (Prepayment))

Not applicable

Item 6 (Other Representations and Warranties) (clause 8.1(aa) (Representations and Warranties))

Not applicable

Item 7 (Financial Statements and other documents) (clause 9(o) (Financial Statements and other documents to be delivered))

Item 8 (Other Under1akings) (clause 9(bb) (other undertakings or conditions subsequent))

The Group is to maintain a Net Entity Position of no more than USD $18,500,000.

"Net Related Entity Position" means current Related Entity assets plus non current Related Entity assets less current Related Entity liabilities less non current Related Entity liabilities.

Any drawdowns for Facility 1.1 ($350,000 CML) are to be only against presentation of invoices.

Item 9 (Financial Covenants) (clause 10.1 (Financial Covenants))

The Obligors must maintain the financial covenants set out below at all times.

The financial covenants will:

NAB may test the financial covenants at any time.

Financial Covenants

The Interest Cover Ratio for Other, for each period set out in the table below, must not be less than the ratio set out opposite that period in the table below.

Definitions

For the purposes of these financial covenants, the following definitions and the definitions in the Property Conditions apply in addition to those set out in clause 1.3 (Definitions).

Calculation Date means the last day of each 12 month period until the Termination Date, commencing on the first Calculation Date of 30 June 2024.

Calculation Period means each period of twelve months ending on a Calculation Date, unless otherwise agreed in writing by NAB.

EBITDA means earnings before:

Interest Cover Ratio or ICR means, for a Calculation Period, the ratio of EBITDA over that period to Interest Expense for that period.

Interest Expense means, in respect of a period, the aggregate amount of all interest and amounts in the nature of interest or of similar effect to interest paid or payable for that period, including:

It includes interest on any shareholder loans unless capitalised or subordinated on terms acceptable to

NAB.

Item 10

Not applicable



(Hedging) (clause 10.3 (Hedging))

Item 11 (Enforcement proceedings- Threshold Amount) (clause 11.1(g) (Enforcement proceedings))

$250,000

Item 12

Not applicable

Item 13



(Other Events of Default) (clause 11.1(s) (Other)) .

(Fees) (clause 17 (Fees))

Item 14

Not applicable

Item 15



(Review Events) (clauses 14.4 (ReviewEV8llt, and 14.5 (ReviewEventConsequenceGJ)

(Communications) (clause 31 (Communications and Notices))

Details for service of communications to NAB:

Name of Bank: Address:



National Australia Bank Limited

Level 6, 22 King William Street, Adelaide SA 5000

Attention: Ben Vanderkop

Details for service of communications to the Obligor(s): Name of Obligor: All Obligors

Address:

Attention: Email: Item 16

Victoria

Item 17



14-16 Hakkinen Road

Wingfield SA 5013 The Secretary

(Governing Law Jurisdiction) (clause 37) (Governing Law & Jurisdiction))

{Trust) and {Trust Documents)

Not Applicable

Item 18 (Partnership) and (Partnership Documents)

Not applicable

Item 19 (Scheme), (Custodian), (Custody Agreement) and {Scheme Documents)

Not applicable

Item 20

Not applicable



(Other)

SPECIFIC FACILITY TERMS

GLOBAL TRADE FINANCESPECIFIC CONDITIONS

FOREIGN CURRENCY WARNING NOTICE

This important notice should be read and understood before the Borrower decides to enter into a Facility or transaction in a foreign currency.

This notice is intended to provide the Borrower with a general warning of the risks that can arise from adverse exchange rate movements when transacting in a foreign currency, and to advise the Borrower that other risks also exist.

The Borrower's liability in Dollars will increase, possibly very substantially, if there is an adverse movement in either:

Another risk that may also exist is the potential for adverse movements in the interest rate that applies to the foreign currency Facility or transaction.

The Borrower should also be aware that in some circumstances mechanisms may be available for limiting these risks. Such mechanisms may include products ranging from forward FX contracts (FECs) and fixed rate loans to more complex options and derivatives. A solution can be tailored to the Borrower's specific business needs.

For more information about managing risks associated with international trade, go to the "Business" tab on our website www.nab.com.au and click on > International trade.

For more information regarding Foreign Exchange risk please telephone a Specialist on 132265 (7am - 7pm EST).

The Borrower should seek independent professional advice before entering into a Facility or transaction in a foreign currency. In particular, advice should be sought as to the suitability of a foreign currency Facility or transaction for the Borrower's purposes and as to risk management strategies available for such Facilities or transactions.

Important information about Renminbi Settlement Services

Renminbi ("RMB"), the lawful currency in the People's Republic of China, is not yet fully convertible and is subject to substantial exchange rate risk. For more information about the risks associated with RMB, please contact a Specialist on 132265 (7am - 7pm EST).

This clause 1 (Foreign Currency Overdraft Facilities) applies to any Foreign Currency Overdraft Facility. •

The following additional conditions precedent apply in relation to any Drawing:

Any amount paid or repaid to the credit of the Facility may be redrawn subject to the terms of this document.

NAB may require the Borrower to repay all or part of the Balance Owing at any time. The Borrower must repay all of the Balance Owing on demand.

The Borrower may prepay the whole or any part of the Balance Owing at any time.

The following additional conditions precedent apply in relation to any Utilization (including the initial Utilization): •

Where any Bills are drawn on NAB in connection with a Letter of Credit, NAB will accept such Bills on presentation and make payments in accordance with the terms of the Bill. The Borrower must pay and indemnify NAB for doing so in accordance with clause 2.6 ( The Borrower's undertaking to pay) of these Global Trade Finance Specific Conditions.

The Borrower must:

NAB may, at its reasonable discretion, direct a Letter of Credit established under a Facility to its correspondent bank for negotiation or other action. If NAB does this, such correspondent bank may pay NAB a commission for each Letter of Credit directed to them.

11.2 (Consequences of Default) of the General Terms and where money will be held in a deposit account in accordance with clause 2.11(c), the Borrower must also provide NAB with an appropriate Deposit Letter in respect of all such moneys to be held by NAB in such a deposit account.

If any documents or any goods in relation to a Letter of Credit are:

before the Borrower has fully paid and discharged its obligations to NAB or its correspondent banks in relation to the Letter of Credit, the Borrower agrees that:

and hold those funds until they are disbursed in accordance with clause 2.11(c)(ii) and/or (iii);

The Borrower does not pay interest charges on any Utilisation that is an issue of a Letter of Credit, provided that it is repaid in accordance with this document. Interest charges will apply where that Letter of Credit is refinanced under your Facility.

This clause 3 (Other Drawings) applies to all Drawings under a Facility which is not covered by clause 1 (Foreign Currency Overdraft Facilities) or clause 2 (Letters of Credit) including a Drawing under a Trade Refinance Facility, Overseas Bills Purchased Facility or Overseas Currency Loan Facility. •

The following additional conditions precedent apply in relation to any Drawing:

The Borrower may prepay all or part of the Balance Owing in respect of:

and if the last day of that Interest Period or term of that Drawing (as the case may be) is not a Banking Day, accrued interest is payable on the last Banking Day of that Interest Period or term; and

. .

the first Banking Day of that term.

in each case adjusted where necessary so that:

All payments of principal and interest in respect of any Drawing must be made:

and, upon payment, the Borrower must notify NAB that such payment has been made.

Unless otherwise agreed:

This clause 6 (Foreign Currency Facilities or Transactions) applies to any Facility made available in or which involves foreign currencies.

The Borrower acknowledges and agrees that NAB does not, and the Borrower must not rely on NAB to, manage, supervise or advise the Borrower in relation to the Borrower's foreign currency exposure.

If a Facility is made available or involves a foreign currency and there is a change in the exchange rate applicable between that foreign currency and Dollars which has the effect of causing the Australian Dollar Equivalent of the Balance Owing to exceed the Australian Dollar Equivalent of the Facility Limit, NAB may require the Borrower to either:

To the extent not otherwise payable, the Borrower must repay to NAB all of the Amount Owing on the Termination Date.

For the purposes of these Global Trade Finance Specific Conditions:

Approved Currency means the currency or currencies approved by NAB in writing from time to time.

Australian Dollar Equivalent means, in respect of:

Available Facility means, in respect of a Facility at any time, the Australian Dollar Equivalent of the Facility Limit minus the Australian Dollar Equivalent of the Balance Owing at that time.

Availability Period means, in respect of a Facility, the period from the date of this document to the Expiry Date.

Banking Day means a day other than;

BBSY means the rate determined by NAB which is equal to the higher of zero and the "bid rate" administered by ASX Benchmarks displayed on page BBSY of the Thomson Reuters Screen on the first day of that Pricing Period for a period equal to that Pricing Period (or where the Pricing Period is less than 1 month, a period of 1 month) and which starts on that day. If such rate is not available or if, in NAB's reasonable opinion, the rate becomes inappropriate, the Floating Rate will be the rate reasonably determined by NAB to be the appropriate equivalent rate, having regard to the prevailing market.

Beneficiary means, in relation to a Standby Letter of Credit, the person to whom the Standby Letter of Credit is to be, or has already been, issued and any assignee of such person.

Cut-Off Time means:

Facility means a facility in respect of which these Global Trade Finance Specific Conditions apply, as stated in the Details.

Issue Date means the date on which a Letter of Credit is issued or to be issued.

Letter of Credit means a documentary letter of credit or a standby letter of credit issued by NAB pursuant to a Facility.

LIBOR means the higher of zero and the following rate determined as of 11.00am London time at the time of the Drawing and for a period equal in length to the Term of Drawing:

Maximum Liability means, in respect of a Letter of Credit, the amount specified in that Letter of Credit as the maximum liability (exclusive of interest on that maximum liability) under that Letter of Credit.

Utilisation means the issue of a Letter of Credit by NAB at the Borrower's request.

Value Balance has the meaning given to it under the "NAB Foreign Currency Account- Onshore Terms and Conditions".

Borrowing Base Annexure to the Global Trade Finance Specific Conditions

This Annexure applies if the Facility Details for a Trade Refinance Facility specify that it applies. It is to be read in conjunction with the Business Lending General Terms and the Global Trade Finance Specific Conditions which apply to this Facility.

In addition to clause 4 of the Business Lending General Terms and clause 4 of the Global Trade Finance Specific Conditions, the additional requirements for the first drawing of the Facility are set out in clause 2.1 and the additional requirement for each use of the Facility is set out in clause 2.2.

Before you provide us with the first Drawdown Notice under the Facility, we must have received the following, in form and substance satisfactory to us:

Before you provide us with any Drawdown Notice under the Facility, we must have received any additional documents or information we reasonably request for the purposes of determining the Borrowing Base Limit or the operation of this Facility, in form and substance satisfactory to us.

Each Drawdown Notice must be substantially in the form attached to this _Annexure. You may only submit a Drawdown Notice if:

In addition to your other promises, you also make the following promises to us,

free and clear of any Security Interest, and you are lawfully entitled to assign or grant any Security Interest over any receivable or inventory listed in a Borrowing Base Report, and there are no restrictions or prohibitions on you doing so.

5.

ADDITIONAL UNDERTAKINGS

In addition to your other undertakings to us, you must:

The report must reflect the current position as at the date it is provided to us.

You undertake to us that, for so long as you have any outstanding obligations or liabilities to us in connection with this Facility, you must:

Clause 11 (Default) of the Business Lending General Terms -which sets out provisions in relation to Default, including Payment Defaults and Adverse Events (and their consequences) - applies to this Agreement. In addition, as this is a Specialised Facility, an Adverse Event will also occur under this Facility if: • •

If you are in Default and we are entitled to take Enforcement Action, in addition to any other rights and obligations under the Business Lending General Terms:

If the Facility involves a foreign currency and if the amount of a proposed drawing in a Drawdown Notice would cause the Balance Owing in Australian Dollars (when we notionally convert it at our prevailing Exchange Rate) to exceed the Borrowing Base Limit, we may amend the Drawdown Notice so that the Borrowing Base Limit will not be exceeded as a result of such drawing.

Approved Buyer means:

Approved Inventory means inventory described in the table in the definition of Advance Rate (including all industry accepted grades and sub type of the types listed as such) which inventory also satisfy the following criteria:

Approved Inventory Location means each of the following locations:

Approved Receivables means receivables of yours in respect of which:

Approved Storage Location Operator means all storage locations listed above, or such other operators as you and we agree in writing.

Borrowing Base Limit means the lesser of the Facility Limit and the total of the following:

Borrowing Base Report means a report which provides information in relation to the Approved Inventory and Approved Receivables including:

{a) information in sufficient detail for us to be able to identify type, grade, volume, value and location of inventory and identify amounts receivable from each Approved Buyer;

{b) details of all Approved Inventory, including:

Buyer Limit for an Approved Buyer means in respect of a Trade Credit Insured Receivable, the lesser of the limit specified for a buyer under the Insurance Policy and any limit nominated for that buyer by us from time to time.

Contract means a contract for goods or services.

Current Market Value means the current market value calculated using the method determined by us from time to time.

Drawdown Fee means $100 per drawing.

General Field Inspection has the meaning it has in clause 5.1(d)(i)(A) of this Annexure.

·inspection Agent means RSM or any substitute agent appointed by us from time to time.

Insurance Policy means each insurance policy set out below:

{a) an insurance policy issued by an Approved Insurer in your and our name as first loss payee in form and substance satisfactory to us covering commercial default or non-payment (and

country risk if applicable) in relation to the payment obligations of the buyer under a Contract and each Invoice related to that Contract;

Location Limit, in respect of an Approved Inventory Location, means the limit nominated for that Approved Inventory Location by us from time to time.

Relevant Document means each of the following:

Risk Management Policy means a risk and collections policy with respect to inventory and receivables management.

Sanctioned Country means a country affected by Australian sanction laws as notified by the Commonwealth Department of Foreign Affairs and Trade at http://dfat.gov.au/international­ relations/security/sanctions/sanctions-regimes/Pages/sanctions-regimes.aspx

Site Quality Inspection Due Diligence Report means a site quality inspection due diligence report provided by the Inspection Agent addressed to us setting out the results of the inspection in relation to [the Inventory and each Approved Inventory Location and covering any other matters as may be notified to you by us.

Storage and Handling Agreement means an agreement between you and an operator of a storage facility.

Tier 1 Approved Inventory means:

Tier 2 Approved Inventory means:

-•

•

•

•

Lupins • Peas Beans Lentils Chick Peas Vetch Sunflower

White Clover Medic

•

•

•

•

•

•

•

•

•

•

•

•

•

.Rye Grass Fescue Oats

Brassica & Herbs

Forage Cereals Multi-crop Blends Grass

Tropical Grasses Tropical Legumes Turf

Annual Ryegrass Perennial Ryegrass

Millet

Trade Credit Insured Receivables means each Approved Receivable that is insured by an Approved Insurer for no less than 90% of the accounts receivable value.

Trade Refinance Facility or this Facility means any Facility titled 'Trade Refinance Facility' in the Facility Details to which this Annexure applies.

To: National Australia Bank Limited ABN 12 004 044 937 Level3

1 Homebush Bay Drive

Rhodes NSW 2138

Attention: Borrowing Base Trade Refinance Team (NAB)

From: S&W Seed Company Australia Pty Ltd (ABN: 44 061 114 814) (Customer or We)

BORROWING BASE TRADE REFINANCE - DRAWDOWN NOTICE

We refer to the Business Letter of Offer between NAB and the Customer dated.............

(Agreement).

We request NAB to provide the loan described in this form.

Section A Request (complete all sections)

Proceeds of this drawing are to be credited to the Customer's Nominated Account (as defined in the Agreement).

Section B Repayment Instructions

On the Drawing Repayment Date, NAB is authorised to debit the Customer's Nominated Account (as defined in the Agreement), with the Amount plus the applicable interest, fees and charges.

Section C Borrowing Base Report

D Copy of the Borrowing Base Report relating to this drawing is attached.

We certify the Borrowing Base Report accompanying this request is true and correct as at the date of this request.

Section D Acknowledgement and Authority

We agree and acknowledge that:

This request is governed by the terms and conditions of the Agreement. This request is irrevocable.

For and on behalf of

(Full name and ACN/ABN of applicant) By:

(Authorised Signature) (Authorised Signature)

(Name in block letters) (Name in block letters)

MULTI-OPTION FACILITY SPECIFIC CONDITIONS

The following additional conditions precedent apply to the initial Drawing:

in form and substance satisfactory to NAB.

Option Facility do not exceed the Multi-Option Facility Limit; and

Option Facility do not exceed the Multi-Option Facility Limit; and

If approved by NAB in writing, any change to a Facility Limit will take effect on and from the date and on the terms agreed by NAB and the Borrower. •

The Multi-Option Facility Limit automatically reduces:

On and from the Termination Date for the Multi-Option Facility:

In the case of a Facility (other than an Asset Finance Facility or a Credit Card Facility) listed as a Facility subject to the Multi-Option Facility, the Specific Conditions for that Facility apply to that Facility in addition to these Multi-Option Facility Specific Conditions.

For the purposes of these Multi-Option Facility Specific Conditions:

Available Facility means, at any time in respect of any of the Facilities subject to the Multi-Option Facility, the Facility Limit for that Facility minus the Balance Owing for that Facility at that time.

Facilities subject to the Multi-Option Facility means the facilities specified as such in the Details for the Multi-Option Facility.

Maximum Facility Limit means, for a Facility subject to the Mu/ti-Option Facility, the maximum facility limit specified in the Details for that Facility, as reduced, cancelled or varied from time to time in accordance with this document.

Multi-Option Facility means any Facility titled "Multi-Option Facility" in the Details.

Multi-Option Facility Limit means the multi-option facility limit specified in the Details for the Multi­ Option Facility, as reduced, cancelled or varied from time to time in accordance with this document.

ANNEXUREA

To: National Australia Bank Limited (NAB)

Finance Agreement dated [] between insert name and ACN] (the Company) and NAB (the

•Agreement)

[Request to allocate Facility Limits] [Request to change Facility Limits]

We refer to the Multi-Option Facility Specific Conditions forming part of the Agreement.

This is a request to [allocate the initial Facility Limit for each of the Facilities subject to the Multi-Option Facility] [change the Facility Limit applicable to any of the Facilities subject to the Multi-Option Facility].

We wish to apply for the Facility Limit for each of the Facilities subject to the Multi-Option Facility to be [allocated] [changed] as follows:

Facility A: [Facility Limit] Facility B: [Facility Limit] Facility C: [Facility Limit]

Executed by [insert name of company] in accordance with Section 127 of the Corporations Act2001

Signature of director Signature of director

Name of director (print) Name of director/company secretary (print)

Executed by [insert name of company] in accordance with Section 127 of the Corporations Act2001

Signature of sole director and sole company secretary



who states that he or she is the sole director and the sole company secretary of the company

Name of sole director and sole company secretary (print)

Signed by [insert name of signatory] in the presence of

Signature of witness Signature

Name of witness (print)

The common seal of Insert name of company] is fixed to this document in accordance with its constitution in the presence of

Signature of director Signature of director/company secretary

Name of director (print) Name of director/company secretary (print)

The common seal of [insert name of company] is fixed to this document in accordance with its constitution in the presence of

Signature of sole director and sole company secretary who states that he or she is the sole director and the sole company secretary of the company)

Name of sole director and sole company secretary (print))

NAB CORPORATE MARKETS LOANSPECIFIC CONDITIONS

The following additional conditions precedent apply in relation to any Drawing:

(b} The Borrower must repay to NAB the Amount Owing in respect of the Facility in full on the Termination Date.

(c) The Borrower irrevocably authorises NAB to debit to the Nominated Account any amounts payable or requested to be paid by the Borrower in relation to the Facility, including repayments, prepayments, interest, fees and charges, taxes, enforcement expenses and any amount payable under an indemnity.

The Borrower may prepay all or any part of the Balance Owing:

WARNING: Economic costs can be high and may increase the amount owed. You can ask NAB at any time for an estimate of economic costs.

WARNING: Economic costs can be high and may increase the amount owed. You can ask NAB at any time for an estimate of economic costs.

WARNING: Before redrawing, the Borrower should consider the financial and taxation consequences of redrawing and, if unsure, should consider obtaining independent financial and/or taxation advice.

If the Facility terminates before all instalments are paid, then the Borrower must pay NAB the full amount of the Premium (if any) less any instalments paid before such termination.

The Facility Fee is payable in arrears, from the date of establishment of the Facility, on the first Banking Day following the end of each Pricing Period and on the Termination Date. This fee is calculated on a daily basis on the Facility Limit on the basis of a 365 day year and the actual number of days elapsed.

The Undrawn Fee is payable in arrears, from the date of establishment of the Facility, on the first Banking Day following the end of each Pricing Period, and on the Termination Date. This fee is calculated on a daily basis on the Available Facility on the basis of a 365 day year and the actual number of days elapsed.

For the purposes of these NAB Corporate Markets Loan Specific Conditions:

Availability Period means, in respect of the Facility, the period from the date of this document to the Termination Date.

Available Facility means, in respect of the Facility at any time, the Facility Limit less the Balance Owing at that time. •

Banking Day means a day other than a Saturday or Sunday, or a day gazette as a public holiday in Sydney or every state and territory of Australia.

BBSY for a Pricing Period means:

Cap Amount means the part of the Facility that is subject to either a Cap Rate or the Floating Rate, depending on their value, as determined in accordance with this document.

Cap Rate means, in respect of each Cap Rate Corporate Markets Loan Component, the Cap Rate specified in the relevant Drawdown Schedule or as otherwise determined in accordance with this document.

Corporate Markets Loan Component means the Floating Amount and each separate component (if any) of the Fixed Amount, Cap Amount and Range Amount.

Corporate Markets Loan Component Limit means, in respect of the:

as initially set out in the Details and subsequently set out in the Drawdown Schedule for a Corporate Markets Loan Component, as amended from time to time.

Drawn Margin means, in relation to the Facility, the drawn margin (if any) specified in the Details.

Economic Benefit means the amount determined in accordance with clause 6(b).

Facility Fee means, in relation to a Facility, the facility fee (if any) specified in the Details.

Fixed Amount means the part of the Facility that is subject to a Fixed Rate.

Fixed Rate means, in respect of each Fixed Rate Corporate Markets Loan Component, the Fixed Rate specified in the relevant Drawdown Schedule or as otherwise determined in accordance with this document.

FD<ed Rate Period means, in relation to a Drawing that has been allocated to the Fixed Amount, the period during which a Fixed Rate applies to that Drawing.

Floating Amount means the part of a Facility that is subject to the Floating Rate only.

Floating Rate means, in respect of a Facility, the rate specified in. the Details.

Floor Rate means, in respect of the Range Rate Corporate Markets Loan Component, the Floor Rate specified in the relevant Drawdown Schedule or as otherwise determined in accordance with this document.

Funding Margin means, in relation to the Facility, the funding margin specified in the Details for that Facility or as otherwise agreed.

Last Date for Initial Drawdown means the date listed as the last date for initial drawdown (if any) in the Details (as amended from time to time).

Maturity Date means the date on which a Fixed Rate Period or Range Rate Period is due to expire.

Premium means the "Cap/Range Rate Premium" specified in the Details.

Pricing Period means a period determined in accordance with the Details and clause 5.1, as adjusted in accordance with clauses 5.1(c) and (d).

Range Amount means the part of a Facility that is subject to a Range Rate.

Range Rate means, in respect of each Range Rate Corporate Markets Loan Component:

Range Rate Period means, in relation to a Drawing that has been allocated to the Range Amount, the period during which the Range Rate applies to that Drawing.

Reset Margin means, in relation to a Facility, the reset margin (if any) determined in accordance with clause 9.3.

Undrawn Fee means, in relation to a Facility, the undrawn fee (if any) specified in the Details.

OVERDRAFT FACILITY SPECIFIC CONDITIONS

The Facility must, at all times, be linked to an approved transaction account held with NAB solely in the Borrower's name (or if there are two or more Borrowers, held jointly by each Borrower) and not with any other person.

Any amount paid or repaid to the credit of the Facility is available for redraw in accordance with the terms of this document.

The Borrower must repay all or part of the Balance Owing on demand by NAB.

The Borrower must pay:

in each case excluding any amounts to which the Default Interest Rate applies.·

If a Facility is a Farm Management Account Overdraft Facility, NAB may require that all, or an agreed part, of the Borrower's gross business income is credited to the Loan Account.

. 6. DEFINITIONS

For the purposes of these Overdraft Facility Specific Conditions:

Available Facility means, in respect of a Facility at any time, the Facility Limit less the Balance Owing at that time.

Availabili4' Period means, in respect of a Facility, the period from the date of this document to the Termination Date.

Facility means a facility in respect of which these Overdraft Facility Specific Conditions apply, as stated in the Details.

Fann Management Account Overdraft Facility means any Facility titled "Farm Management Account Overdraft Facility'' in the Details.

Tier One means the tier one amounts in respect of a Facility specified in the Details.

Tier Two means tier two amounts in respect of a Facility specified in the Details.

GENERAL CONDITIONS -

FINANCE AGREEMENT

General Conditions - Table of Contents

ANNEXURES 117

GENERAL TERMS

(lnconsistencYJ.

This document is comprised of the following parts:

In this document, capitalised terms have the following meanings:

Accession Letter means a document substantially in the form set out in Annexure 4 (Form of Accession Letter).

Additional Borrower means a company which becomes an Additional Borrower in accordance with clause 29 (Assignment and Changes to the Obligors).

Additional Cross-Guarantor means a company which becomes an Additional Cross-Guarantor in accordance with clause 29 (Assignment and Changes to the Obligors).

Additional Security Provider means a person who becomes an Additional Security Provider in accordance with clause 29 (Assignment and Changes to the Obligors).

Affiliates means, in respect of an entity, each Related Body Corporate and each Related Entity of that entity and each Subsidiary of that



entity (if not also a Related Body Corporate or a Related Entity of that entity).

Agency means any government or any governmental, semi-governmental or judicial entity or other authority. It also includes any self-regulatory organisation established under law.

Amortisation Schedule means, at any time, in respect of a Facility, the amortisation details specified in the Details (if any), as may be amended or replaced.

Amount Owing means all money which a Borrower (whether alone or not) is, or at any time may be, liable to pay NAB for any reason whatsoever under or in connection with the Finance Documents including the aggregate face value of any unmatured bills, the maximum amount payable by NAB under any Bank Guarantees or Letters of Credit and money by way of principal, interest, fees, Costs, indemnity, charges, duties or expenses irrespective of whether the liability is:

Asset Finance Facility means any Facility titled "Asset Finance Facility" in the Details.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange.

Authorisation means:

Authorised Officer means, in respect of an Obligor:

and whose specimen signature in that appointed capacity has been provided to NAB and who has satisfied any required Client Identification Checks.

Availability Period in respect of a _Facility, has the meaning given to it in the Specific Conditions for that Facility.

Available Facility in respect of a Facility, has the meaning given to it in the Specific Conditions for that Facility.•

Balance Owing:

to the extent that such amount is a debit balance. Where this amount is to be calculated for the end of a day, it includes all debits and credits assigned to that day;

where each term within inverted commas has the meaning given to it in the Master Asset Finance Agreement.

Bank Guarantee means a bank guarantee, if any, issued by NAB under or in connection with this document.

Beneficiary means any beneficiary under a Trust.

Bill Facility means any Facility with the words "Bill Facility" in its title as stated in the Details.

Borrower means an Original Borrower or an Additional Borrower.

Business Day means a day other than a Saturday, Sunday or public holiday in every state and territory of Australia.

Change of Control has the meaning described in clause 13 (Change of Control).

Client Identification Checks means, at any time, any client identification or similar checks or procedures required in connection with any law or NAB's policies and procedures from time to time.

Commercial Consignment has the meaning given in the PPSA.

Compliance Certificate means a certificate in substantially the form of Annexure 2 setting out (in reasonable detail) computations as to compliance with clause 10.1 (Financial Covenants) as at the applicable date or for the applicable period and confirming that no Default or Review Event (if any) is continuing, signed by two Authorised Officers of the Obligor and otherwise in form and substance satisfactory to NAB.

Compliance Committee means, in respect of a Scheme, the compliance committee of the Scheme established in accordance with Part 5C.5 of the Corporations Act.

Compliance Plan means, in respect of a Scheme, the plan complying with Part 5C.4 of the Corporations Act and lodged with ASIC under section 601EA of the Corporations Act.

Constitution means, in respect of a Scheme, the constitution of the Scheme made by the Responsible Entity from time to time and, at the date of this document, having the details set out in the Schedule.

Contested Tax means a Tax payable by an Obligor where the Obligor:

Controller has the meaning given to the term in the Corporations Act.

Corporations Ad means the Corporations Act 2001 (Cth).

Costs means costs, charges, fees and expenses, including those incurred in connection with NAB's internal and external legal advisers (on a full indemnity basis) and professional consultants.

Credit Card Facility means any Facility titled "NAB Qantas Business Signature Card Facility" or "NAB Business Card Facility" in the Details.



Cross-Guarantor means an Original Cross­ Guarantor or an Additional Cross-Guarantor, unless it has ceased to be a Cross-Guarantor in accordance with clause 29 (Assignment and Changes to the Obligors).

Custodian means, at any time, the custodian of the Scheme Property from time to time and, at the date of this document, is the person identified as such in the Schedule, if any.

Custody Agreement means, in relation to a Scheme, the agreement between the Responsible Entity and the Custodian from time to time and, as at the date of this document, the agreement described as such in the Schedule, if any.

Customer Margin means, in respect of a Facility, the customer margin specified in the Details for that Facility or as otherwise agreed.

Dally Interest Rate means, for any day:

Deed of Cross Guarantee means a deed substantially in the form of a proforma deed issued or otherwise approved by ASIC in order to satisfy ASIC class order eligibility requirements for relief from certain Corporations Act financial. Reporting obligations.

Default means an Event of Default or a Potential Event of Default.

Default Interest Rate means:

of a particular Facility, such as a fee incurred in connection with engaging a professional consultant, the default 'interest rate under any Facility NAB may select,

or as otherwise agreed or amended as contemplated in this document

Deposit Letter means a security agreement in the form required by NAB from time to time which grants NAB an Encumbrance over a deposit account.

Details means, at any time, the details set out in the Facility Details section of this document, as may be amended from time to time as contemplated in this document.

Dollars, Australian Dollars or$ means the lawful currency of Australia, unless otherwise stated in this document.

Drawdown Date means:

Drawdown Notice means a notice or other communication requesting a Drawing or otherwise giving instructions in relation to a Drawing, in a form and substance acceptable to NAB (including a notice substantially in the form of Annexure 3).

Drawdown Schedule means, in respect of a Facility, the drawdown schedule specified in the Details for that Facility (if any) or any drawdown schedule provided to the relevant Borrower by NAB.

Drawing means, in respect of a Facility, a provision of financial accommodation (including, if applicable, the acceptance, discounting and endorsement of bills and the issue of Bank Guarantees and Letters of Credit) under that Facility.

Economic Costs has the meaning described in clause 21.



Economic Event has the meaning described in clause 21.

Encumbered Property means any asset, property or right the subject of an Encumbrance under a Security Document.

Encumbrance means:

(a) a security agreement, bill of sale, mortgage, charge, pledge, lien, trust or other security interest securing any obligation of any person and includes a security interest within the meaning of section 12 of the PPSA;

( ) any title retention arrangement;

owner) has to remove something from land (known as a profit a prendre),

easement, public right of way, restrictive covenant, positive covenant, lease 'or license to use or occupy;

or any agreement or arrangement to create any of them or allow them to exist.

Event of Default means any event or circumstance specified as such in this document or under any other Finance Document.

Expiry Date means, in respect of a Facility, the expiry date (if any) specified in the Details for that Facility.

Facility means each facility referred to in the Details, including each Other Facility.

Facility Component means a Bill Facility Component, NAB Business Markets Facility Component or a Corporate Markets Loan Component, as the case may be, as each of those terms as defined in the relevant Specific Conditions. •

Facility Limit, at any time:

Fees Guide means NAB's "Business Banking Fees -A guide to fees and charges" as amended or replaced from time to time.

Finance Document means each of the following:

and each document, agreement or notice entered into, or given, under or for the purpose of amending, novating or acceding to, any of the above.

Financial Indebtedness means any indebtedness for or in respect of:

0) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or

any other instrument issued by a bank or financial institution; and

irrespective of whether the indebtedness is:

Financial Statements means:

together with any notes to those documents and any accompanying reports, statements, declarations and other documents or information.

Fixed Rate Period means, in respect of a Facility or a Drawing, the period during which a specific interest rate or yield rate will apply and will not change.

Foreign Currency overdraft Facility means any Facility titled "Foreign Currency Overdraft Facility" in the Details.

GAAP means accounting standards, principles and practices applying l;>y law or otherwise which are generally accepted and consistently applied in Australia.

General Conditions means the provisions set out in the General Conditions - Finance Agreement section of this document.



General Tenns means the conditions set out in this General Terms section of the General Conditions - Finance Agreement.

Global Trade Finance Facility means any Facility to which the Global Trade Finance Specific Conditions apply, as stated in the Details.

Goods has the meaning given in the PPSA.

Governing Law Jurisdiction means the jurisdiction specified as such in the Schedule.

Group means each Borrower and each of its Related Bodies Corporate and Subsidiaries (if not also a Related Body Corporate) or the group or groups of entities (if any) listed as such in the Schedule. •

GST means Goods and Services Tax as imposed under the GST Act.

GST Act. means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guarantee means (other than in clause 27 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness or to assure any creditor against loss.

Head Company means the head company (as defined in the Tax Act) of a Tax Consolidated Group.

Hedging Agreement means each derivative transaction protecting against or benefiting from fluctuations in any rate or price, which is entered into or to be entered into by an Obligor with NAB, including any novation agreement, master agreement and transaction or confirmation under or relating to them.

Increased Costs has the meaning given to it under clause 20(b).

Indicator Rate means, for any day, in respect of a Facility, the relevant type of indicator rate specified in the Details for that Facility where the amount is as:

Insolvency Event means, in respect of a person, any of the following events:

U) it takes any step to obtain protection, or are granted protection, from creditors, under any applicable law;



it resolves or take any action to wind up itself up, or otherwise dissolve itself, or it• is otherwise wound up or dissolved, except to reconstruct or amalgamate while solvent on terms pre-approved by NAB in writing;

execution or distress or any other process is levied or attempted or imposed against or over any of its undertaking, property or assets;

a compromise, arrangement, assignment, moratorium or composition is proposed with, or becomes effective in relation to, its creditors or any class of its creditors (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by NAB in writing);

an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 5 Business Days), a resolution is passed, a proposal is put forward, a meeting is convened, or any other action is taken, in each case in connection with it, which is preparatory to or could result in any of the things referred to in paragraphs (a) to (f) (inclusive) above;



Intellectual Property means all trade secrets, confidential information, know-how, patents, trade marks, designs (whether registered or unregistered), copyright, and computer programs.

Interest Period means, in respect of a Facility, the period for which interest is calculated and charged as stated, or selected if provided for, in this document or as otherwise agreed.

Interest Rate means, at any time in respect of a Facility, the per annum rate of interest applicable to that Facility or part of that Facility as formulated in accordance with the Details for that Facility or as otherwise agreed or amended as contemplated in this document.

Interested Person has the meaning given to that term for the purposes of section 275 of the PPSA, and includes:

Ipso Facto Event means a Borrower is the subject of:

Letter of Credit means a documentary letter of credit or a standby letter of credit issued by

_NAB pursuant to a Facility.