download WA Blue Gum Project Product Disclosure Statement 2013

The finance facility is a full recourse loan. TheGrower will remain liable to repay amountsborrowed and interest accrued under the facilitywhatever the result of the Project. In the event ofdefault, recourse will be available against thepersonal assets of the borrower. Where theborrower is a company, a personal guarantee will berequired from its directors which will also be on a fullrecourse basis.Contained in Part 15 of this PDS is an Applicationfor Finance. This is not the Loan Agreement.Investors wishing to obtain finance from AlbanyFinancial Pty Ltd must complete this form as well asthe Power of Attorney contained in Part 14. Onceboth completed forms are received by theResponsible Entity, the attorney, being a director ofthe Responsible Entity, will enter into the LoanAgreement on behalf of the investors.3.2 Disclosure Principle 2: Track record of theResponsible Entity in operating agribusinessschemesAs disclosed below, the Responsible Entity hasoperated Blue Gum agribusiness schemes for morethan ten years. It has always outsourced the onsiteEstablishment, tending and Harvesting to the samecompanies which are the Forestry Contractor andthe Wood Purchaser in this Project (refer toSections 2.5 to 2.7 of Part B of this PDS).The Responsible Entity current operates four BlueGum agribusiness schemes, over a periodextending for more than ten years. Pastperformance is no guide to future performance.No agribusiness scheme has been completed.3.3 Disclosure Principle 3: Responsible Entity'sfinancial positionThe Responsible Entity does not have any knownunfunded obligations in respect of the Project.The Responsible Entity is not reliant on funding fromexternal or related parties to perform its functionsand obligations in respect of the Project.The Responsible Entity is not part of any taxconsolidated group.The Responsible Entity has not provided anyguarantees or indemnities to external or relatedparties.3.4 Disclosure Principle 4: Land, licences and waterThe Project Land used for growing is leased fromvarious farmers or alternatively, sub-leased fromW.A. Chip & Pulp Co. or WACAP Treefarms. In allinstances, the head lease between the ProjectManager and the farmer, or alternatively, the subleasebetween the Project Manager and W.A. Chip& Pulp Co. or WACAP Treefarms is to be registeredwith Landgate, the Western Australian titles office,thereby protecting the Project Manager's andultimately the Grower's interest in the Project Land.While the head leases or alternatively sub-leasesreferred to in this section could arguably beterminated in limited circumstances, it is the opinionof the Board that the respective terms of theseagreements contain sufficient rights to provide forthe protection of the Project Manager's accessrights for the life of the Project.All leases and subleases are entered into at arm'slength with third parties.In the event that the amounts due under theseleases or subleases are not paid, the landlords ofthe relevant parcels of land may take action,including exercising their rights of forfeiture toterminate the leases (or subleases). As mentionedabove, all leases and subleases will be registeredat Landgate which action will provide protection toGrowers.The Responsible Entity does not treat the leasesas scheme property nor does it not use any of theleases as security.No other agreements have been entered into inrelation to rights of access or tenure to water orany other resources or infrastructure required tooperate the Project.3.5 Disclosure Principle 5: Replacement of theresponsible entityIn the event that the Responsible Entity isreplaced, there are no restrictions on the ability ofany replacement responsible entity to access theresources required to continue the Project.Pursuant to Chapter 5C of the Corporations Act therights and obligations under the relevant contractswould be novated to the replacement responsibleentity such that any document to which the originalResponsible Entity was a party should be readafter replacement as if the replacementresponsible entity were a party to it.Upon replacement:(a)(b)(c)the outgoing Responsible Entity would notbe entitled to any compensation by way of a'replacement fee' or related payment;in the opinion of the Responsible Entitythere would be no detrimental effect on anyagreements entered into between theinvestors and the Responsible Entity orother parties (due to the novation of allcontracts as mentioned above); andany annual fees already paid will not need tobe paid again.The Responsible Entity does not believe that therewill be any risks relating to the continuity of theProject arising out of a change in responsibleentity.