.~

t

I

THIS DEED made the day of

BETWEEN NEW SOUTH WAlES TENNIS ASSOCIATION liMITED

AND

A.C.N. 001 011 558 having its registered office at 30 Alma Street, Paddington, ("the Association") of the first part;

-~- /1·l'CJI·I:~ NOEt R8MED CAllAGHAN of BRADlEY DREWETT of

and "the

iiNMEX PTY liMITED ACN 002 807 810 having its registered office at and KAGElU HODUNGS PTY liMITED ACN 003 205 990 having its registered office at carrying on business under the registered business name Tennis Plus (jointly "the t.:icensee") of the third part.

WHEREAS:

A. The Association owns the White City Tennis Courts and the buildings thereon at Alma Street, Paddington.

B. Part of the buildings under the Northern Stand is used as a Professional Shop and Kiosk.

D.

~ 1-(tc,.ffi&..~ Noel Rotto1d Callaghan and Bradley Drewett are experienced tennis players and are qualified New South Wales Tennis Professionals Association coaches and have been associated with the game of tennis for many years and respectively own and control the Licensee.

The Association has agreed to grant to the Professional the sole right to act as Tennis Professional upon the White City tennis Courts to members of the White City Tennis Club and at the request of the Professional has agreed to grant to the Licensee a license to conduct the Profession a 1 Shop and Kiosk for the peri ad and on the terms herein contained.

TENN.0003.001.0003_R

(

u

- 2 -

NOW THIS DEED WITNESSES:

1. Definitions

11 The Association" means The New South Wales Tennis Association limited.

_:::..· MtC.InWV' •The Professional• means Noel ~d Callaghan and Bradley Drewett jointly and where the context so permits or requires each of them severally and a 11 services to be performed by them sha 11 except as authorized hereunder be performed by them personally.

•Tennis Courts" means the courts situated at 30 Alma Street, Paddington known as White City.

•special Tennis Activities., shall include but not be limited to all coaching camps, clinics and corporate days and all other additional activities.

"The Tennis Club11 means the White City Tennis Club limited.

•The Tennis Club COIIIDittee" means the Tennis Committee of the White City Tennis Club limited.

•Heabers• means members of the White City Tennis Club limited.

•licensee• means Winmex Pty limited and Kagelu Holdings Pty

Limited jointly and where the context so permits or requires each of them severally.

•The Professional Shop• means the existing Professional Shop and Kiosk and any extensions and additions thereto or such other area as the Association may at any time or from time to time license the Professional or the licensee to use as a Professional Shop and Kiosk.

.~

TENN.0003.001.0004_R

u

- 3 -

The rights, powers and authorities of the Association may be

exercised and performed by its Executive Committee.

Covenants and agreements herein by or with the Professional shall

be deemed to be entered into by or with the Professional jointly

and each of them severally.

Covenants and agreements herein by or with the Licensee shall be

deemed to be entered into by or with the Licensee companies jointly

and each of them severally.

Words importing the s i ngu 1 a~ number shall be deemed to inc 1 ude the

plural and vice versa.

Words importing any gender sha 11 be deemed to inc 1 ude the other

·genders.

2. Tent

The term of this agreement shall be ten years from 1st December

1991.

3. Appointment

3.1 The Association:

(i) grants to the Professional the sole right to act as Tennis

Professional upon the Tennis Courts. The principal

functions of the Profession a 1 shall be to act as

professional tennis coach at White City, and to control and

manage the allocation of the tennis courts and the play

thereon;

(ii) grants to the Licensee a license to occupy the Professional

Shop and to carry on the business of the Professional Shop

on the terms and conditions herein contained and subject to the

direction and control of the Association.

) ! I

TENN.0003.001.0005_R

(

u

- 4 -

3. 2 The appointment of the Professional hereby made and the license hereby granted to the Licensee are collateral concurrent and inter-dependent and a breach of any provision hereof by the Profession a 1 sha 11 be deemed to be a breach of this agreement by the Licensee and a breach of any provisions hereof by the Licensee shall be deemed to be a breach of this agreement by the Professional and if either the appointment of the Professional or the 1 icense for the Professional Shop shall be determined for any reason this agreement shall thereupon be determined and at an end.

3.3. During the term of this agreement at all times Noel ~~.~ · Cal agfian shall be a director of Winmex Pty Limited and shall hold s ares tiaving IR&Pe t~aR 50% of the voting rights at a general meeting an~ Bradley Drewett shall be a director of Kagelu Holdings Pty Umited and shall hold shares having IA9F& ttlaA 50% of the voting r1ghts at a general meeting.

3.4 The Professional warrants and guarantees the due performance by the Licensee of all the covenants and agreements herein by and on the part of the Licensee to be observed and performed and sha 11 be liable for the performance of such covenants, agreements and ·obligations as if they were the Licensee named herein.

4. Coaching

(;) The Professional shall provide the services of professional tennis coach to Members and other persons and for that purpose:

(a) shall at all time give preference both as to time and otherwise to Members;

(b) may charge such fees for coaching as he sees fit;

(c) shall not discriminate between Members and other persons in setting fees nor in the method or time of collection of fees unless such discrimination is in favour of the Members;

TENN.0003.001.0006_R

u

- 5 -

(d) may engage another person or persons who is/are approved by the Association and is/are properly qua 1 ifi ed profession a 1 tennis coach or coaches and the terms of whose engagement are approved by the Association and such approval shall not be unreasonably withheld;

(e) the Professi.onal shall be responsible for the costs and expenses of such Assistant Tennis Coach or Coaches.

(ii) The Association shall provide the Professional with and permit the Professional to use and the Association shall service and maintain one court and any additional courts subject to clause ll(ii)(b) which the Association shall approve for the fo 11 owing programs and such court or courts shall at all times be available for the use of the Professional in the course of the conduct of his business and shall provide a tennis net for each such court . The Professional shall comply with and be subject to any directions of the Association as to the court or courts to be used by him and whether such courts are fit and/or available for play at any time. Such programs and the proposed frequency thereof shall include:

(a) Ladies Programs four (4) days per week (b) Evening Programs three (3) days per week (c) Childrens Coaching daily (d) Family Round-Robins Sundays (e) Breakfast Competition daily (f) Corporate Days minimum of ten (10) per

year

The number of courts required and court times and nature and frequency of programs shall be agreed between the Professional and the Association. Subject to the Association's requirements, in the event that demand for coaching by members cannot be satisfied by the use of one

TENN.0003.001.0007_R

- 6 -

court, the Association shall allocate an additional court or courts to satisfy such demand from time to time .

(iii) The Association shall not permit any other person or body to carry on coaching or (with the exception of the Tennis Committee) organize any other Special Tennis Activity (including coaching camps clinics corporate days and other like activities) on the Tenni·s Courts, nor permit any other person to carry on a Professional Shop within the White City Tennis grounds.

5. Professional Shop

( (i)

(ii)

u

The Association grants to the Licensee a 1 i cence to occupy the Profession a 1 Shop and use such premises for an office for the Profession a 1 and a shop for sa 1 e of · tennis and sporting goods and equipment, clothing and other goods appropriate to a Professional Shop and to White City, and a Kiosk for sale of drinks, confectionery and refreshments Provided that the Licensee shall sell only such products and goods as are approved from time to time by the Association .

The Licensee will submit proposals to the Association and to the Tennis Club for refurbishment of the present Profession a 1 Shop and the enlargement or extension thereof on to the verandah and under the awning outside the shop at a cost which without being committed thereto may amount to $50,000.00 and will carry out promptly and efficiently the approved refurbishment and extensions. Provided that :

(a) the site on which such extensions are erected sha 11 be determined by the Association;

(b) the design plans and specification of such extensions shall be submitted to and be subject to approval by the Association and the building contract and the construction and completion of the work shall be subject to the Association's approval;

TENN.0003.001.0008_R

u 6. Fees

- 7 -

(c) all applications and submissions to the Association

for approval shall be in writing made prior to any

implementation thereof and the proposals shall be

subject to any amendments which the Association may

require;

(d) all refurbishment and extensions shall be at the sole

cost of the professional and the Association shall

not be required to contribute thereto;

(e) all refurbished fittings and fixtures, erections and

improvements shall upon completion of installation

become the property of the Association but subject to

the Licensee having the right to remove

the nature of tenants' fixtures on

termination of this agreement;

articles of

or before

(f) during construction, the Licensee shall continue to

provide the services of the Professional Shop to

Members;

(g) the Licensee shall purchase from the Association all

good and saleable stock in the Professional Shop at

the date of commencement of this Agreement at a

valuation agreed by the parties or failing Agreement,

made by a valuer appointed by the Association.

(i) The Professional and the Licensee shall jointly in such

proportions as they agree pay to the Association as

consideration for the use of the tennis courts by the

Professional for purposes of his duties and of the

Licensee's licence to occupy the Professional Shop the sum

of $10,000.00 per annum payable quarterly in advance,

ca 1 cu 1 a ted from the date of colllllencement of this Agreement

provided that such annua 1 fee sha 11 be i ocreased in each

year of the term over the amount of the fee for the previous

TENN.0003.001.0009_R

- 8 -

year in the same proportion as the Consumer Price Index All

Groups Sydney for the quarter current at the commencement of

the year shall have increased over such index number for the

quarter current at the commencement of the preceding year.

(ii) The Professional and the Licensee respectively shall be

entitled to retain the total of the receipts from the

Professional Shop and/or Kiosk, coaching fees from wherever

derived, fees received or any other payment made in respect

of any Special Tennis Activity and any other payment made in

respect of other media contract or appearances of the

Professional, writing and speaking pursuant thereto, monies

received from attendance by the Professional at tennis camps

clinics and schools, fees received from any additional work

requested by the Association, and seventy percent (70%) of

fees received from playing members' visitors to White City

and the remaining 30% of such fees shall be paid to and

retained by the Tennis Club.

(iii) All costs and expenses incurred by the Professional in

carrying out his duties and perfonning

hereunder sha 11 be borne by the Profession a 1

indemnify the Association from and against all

respect thereof.

7. Conduct of Professional Shop

his services

and he shall

1 i ab i 1 ity i n

(i) If the parties so agree or if the Association's lease of the

Professional Shop from the Tennis Club shall be lawfully

tenninated by the Tennis Club at any time for any reason,

the Association may on reasonable notice terminate the

Licensee • s 1 i cence to occupy the present Profession a 1 Shop

and any extensions thereto and to substitute in its place

and grant the Licensee a 1 i cence to occupy other premises

within the White City Tennis Grounds which in the

Association's opinion, are not smaller in area and are

suitable for use by the Licensee for an office, shop and

kiosk and such other premises shall thereupon become the

Professional Shop for purposes of this Agreement. Provided

TENN.0003.001.0010_R

u

- 9 -

that all reasonable costs incurred in relocating the

Professional Shop shall be borne by the Association.

(ii) In carrying on the business of the Professional Shop, the

Licensee shall:

(a) carry on the business in a proper and business 1 ike

manner and well and sufficiently stocked with good

quality articles;

(b) include in the stock all equipment, clothing and

footwear required by tennis players;

(c) have a pricing policy which will be competitive with

other sports stores and clubs and is not detrimental

to Members provided that Slazenger tennis balls shall

be sold to members at a price not exceeding the

norma 1 who 1 esa 1 e price of Sl azenger ba 11 s p 1 us 12

1/2%; Slazenger balls shall always be stocked and

other tennis ba 11 s shall be so 1 d at a price not

exceeding that of Slazenger balls;

(d) instal adequate suitable fittings and fixtures for

the shop;

(e) keep open by an adu 1 t person or persons the

Professional Shop during such time or times during

the week as is necessary in the opinion of the

Association from time to time to provide service to

Members and others using or intending to use the

Tennis Courts and such hours are presently envisaged

as 9am to 6pm on 6 1/2 days per week.

(f) keep the Professional Shop at all times neat, clean ·

and tidy and free from rubbish;

(g) keep the Professiona·l Shop in good order repair and

condition reasonable wear and tear excepted and paint

the inside thereof whenever necessary or when

reasonably required by the Association;

TENN.0003.001.0011_R

u

- 10 -

(h) conduct, manage, keep open and maintain the kiosk part of the Professional Shop, staffed by competent adult persons and keep the same adequately stocked with refreshments and other goods now stocked and ensure that the kiosk is kept open during such time or times and days as is reasonably necessary in the opinion of the Association to serve members and others;

(i) bear all costs and expenses of and incidental to the Professional Shop and the business therein including telephone and electricity charges and other outgoings normally associated with a Professional Shop but shall not be liable for rates and taxes.

8. Insurance

8.1 The Licensee will effect and keep on foot the following policies of insurance at all times during the term:

(a) A policy insuring the Licensee•s fixtures stock fittings and contents of the Professional Shop to the full insurable value thereof against damage or loss by fire, theft, lightning, explosion, tempest, riot and other usual risks.

(b) A public risk policy in the sum of not less than $5 million any one claim in the form of a standard public risk policy in the joint names of the Licensee and the Association or if there is no standard pub 1 i c risk po 1 icy, then in the form co11111on ly used by a reputable insurance company approved by the Association.

(c) A policy in the joint names of the Licensee and the Association against breakage or damage from any cause of all plate glass and windows in the Professional Shop to the full insurable value thereof.

TENN.0003.001.0012_R

(

8.2 (a)

- 11 -

Such policies shall be with a reputable insurance company approved by the Association, such approval not to be unreasonably withheld, and in the case of any loss or damage

arising from any cause covered by such insurance, the licensee will immediately expend all monies received by virtue of such insurances in restoring and/or reinstating and/or making good the same and in case such insurance money shall be insufficient, will make good the deficiency out of its own money.

(b) The Professional and the licensee wi 11 not do or permit to be done in the Professional Shop any act matter or thing whereby any insurance in respect thereof may be vitiated or rendered void or voidable or whereby the rate of premium shall be liable to be increased and in particular will not store in the shop any chemicals or inflammable or explosive substances.

(c) The Professional will effect and keep on foot an insurance policy for public risk in the sum of not less than $5 million any one claim in the form of a standard public risk policy in the joint names of the Professional and the Association or if there is no standard pub 1 i c risk po 1 icy, then in the form commonly used by a reputab 1 e insurance company approved by the Association.

0 (d) The Profession a 1 and the Association sha 11 on demand produce to the company the respective policies of insurance and receipts for payment of premiums thereon.

9. Indemity

The Professional and the Licensee jointly and severally shall indemnify the Association against all claims, demands, losses, damages, costs and expenses for which the Association shall become

li ab 1 e in respect of or arising out of an event or happening or injury to property or person within or outside the Professional Shop occasioned or contributed to by any act, omission, neglect,

TENN.0003.001.0013_R

(

u

- 12 -

breach or default of the Professional or the Licensee or their

servants or agents or arising out of the use ·of the Professional

Shop by the Profession a 1 or the Licensee or any of their servants

or agents or other persons un 1 ess caused by the negligent act or

default of the Association.

10. Attendance of Professional

(i) One or other of the Profession a 1 s sha 11 un 1 ess the

Association expressly agrees otherwise but subject to such

periodical special activities of the Professional as are

approved by the Association and such Special Tennis

Activities and schools as are approved by the Association,

be on the premises for 5 1/2 days in each week and in the

course thereof shall use all reasonable endeavours to

promote and protect the interests and the welfare of the

Members and the Association.

(ii) The Professional shall be entitled to four weeks leave of

absence in each year of the term and such 1 eave sha 11 be

taken by each of the Professionals at times to be mutually

agreed between the Professional and the Association.

(iii) The Profession a 1 sha 11 appoint another person or persons

approved by the Association to manage the Professional Shop

and a 11 aspects of the Profession a 1• s activities hereunder

in the absence of the Professional for special activities or

appearances or on leave and the Professional shall be

responsible and accountable to the Association for the

performance of such person or persons.

11. Court Manage.ent

(i) The Professional shall conduct and in a proper and efficient

manner perform the service of allocation of tennis courts to

members and others from the Professional Shop and for and on

behalf of the Association shall keep and maintain and

whenever required from time to time exhibit to the

TENN.0003.001.0014_R

u

- 13 -

Association complete and proper records of the courts allocated and permit the Association its servants and agents to take copies and extracts therefrom.

(ii) The Professional shall also perform the following functions:

(a) Administer a court booking system as laid down by the Tennis Club Committee and approved by the Association;

(b) The Professional's clients shall be advised of members ' priorities and bookings for visitors shall not be made on Thursday, Saturday or Sunday.

(c) Ensure that outside hirers comply with the Association's dress regulations while on court;

(d) Arrange and administer a system to provide tennis for members not actively engaged in a pre-arranged group;

(e) Organise control and administer members' tournaments and round robin events on a regular basis for a prescribed fee mutually agreed by the parties;

(f) Liaise directly with the Association in respect of court availability and fitness for play;

(g) Liaise with nominees of the Tennis Club Committee in such manner as is approved by the Association for the purpose of developing tennis for the benefit of the members and one or other of the Profession a 1 s sha 11 attend monthly Tennis Club Committee meetings.

(h) Assist the State Coach as required from time to time by the Association for a fee mutually agreed by the parties.

(i) Refer all proposed corporate tennis days to the Tennis Club Committee and such proposals shall be subject to approval by the Association.

TENN.0003.001.0015_R

u

- 14 -

(j) Purchase a 11 a 1 coho li c 1 i quor used as prizes from the Tenni s Club and not serve or consume in the Professional shop any al cohol ic drinks.

(k) When additional courts are available at off-peak times, conduct tennis days, holiday coaching camps and ladies ' tennis clinics subject to approval by the Association .

(1) Ensure that visitors pay the designated fee prior to playing and are issued with cards or other identification system approved by the Tennis Club Committee.

(m) Conduct regu 1 ar badge checks of Members and ensure compliance with dress rule requirements.

(iii) The Licensee shall:

(a) Stock and sell the Tennis Club range of clothing and articles with a mark up of 33 1/ 3% (or the current mark-up approved by the Association from time to time whichever is the greater) on the wholesale price at which the articles are sold to the Professional by the Tennis Club and set aside an area of appropriate size for their display;

(b) Accept Tennis Club vouchers in payment for purchases from the Professional Shop.

12. Default

In the event of:

(a) the Professional or either of them being unable to carry out the duties of the Professional as set out in this agreement through death or incapacity or unsoundness of mind or

TENN.0003.001.0016_R

- 15 -

through inability or refusal to carry out the duties of the Professional herein described to the satisfaction of the Association for a period of not less than 3 months; or

(b) if the Professional or the Licensee shall commit any breach of this Agreement which shall not have been remedied within 28 days after notice given by the Association to the Professional or the licensee as the case may be to make good the same; or

(c) if the Professional or either of them shall become bankrupt or enter into any composition with creditors or be convicted of any criminal offence; or

(d) either of the Licensee companies shall go into liquidation or have a receiver or receiver and manager appointed or if a petition to wind up is presented against it

the Association shall be entitled to terminate this Agreement forthwith by written notice to the Professional.

13. Payment on Termination

()

If this Agreement shall be determined at any time prior to the expiration of the ten-year term, the Association shall pay to the licensee an amount equal to the sum which the licensee shall satisfy the Association that they have spent on the enlargement or extension of the Professional Shop on to the verandah and under the awning outside the shop pursuant to Clause 5 ( i i) 1 ess an amount equal to 1/10 of the amount of such expenditure for each whole year which will have elapsed prior to such termination.

14. Termination

At the expiration or earlier determination of this Agreement the licensee will:-

(i) Paint the interior of the Professional Shop if so reasonably required by the Association.

TENN.0003.001.0017_R

()

- 16 -

(ii) Be entitled to remove tenant's fixtures owned by the

Licensee provided that in removing the same the Licensee

shall cause no damage or shall make good any damage

occasioned by such removal and restore the premises to the

condition in which they were at the co11111encement of this

Agreement or at the completion of the refurbishment and

extensions referred to in clause 5(ii).

(iii) Peaceably surrender and yield up the Professional Shop and

all erections and fixtures thereon in good repair order and

condition reasonable wear and tear and damage by fire

lightning flood storm and tempest only excepted.

5. Extension of Term

If the Professional shall have carried out his obligations under

this Agreement to the satisfaction of the Association and the

Professional and the Licensee are not then or on expiration of the

term in default, the Association shall not less than three (3)

months prior to the expiration of the term and prior to negotiating

with any other party, enter into discussions with the Professional

in good faith if the Professional so desires for the purpose of

reaching an agreement with him for · a renewal of this Agreement for

a further term, but if the parties are unable to reach agreement,

the appointment and 1 icense herein contained shall terminate on

expiration of the term and . the Association shall be entitled to

make such other arrangements as it sees fit and the Professional

shall not be entitled to any compensation consequent on such

termination, provided that the Association shall not after

expiration of the term offer an agreement to appoint a Tennis

Profession a 1 a 1 i cence to occupy the Profession a 1 Shop to another

1 icensee and/or professional · on more favourable terms than those

which have first been offered to the Profession a 1 and have been

refused or not accepted by the Profession a 1 within 10 days after

the offer being made to the Professional.

16. Notices I

Any notice required or permitted to be given hereunder shall be in

writing, signed by or on beha 1 f of the party giving the same and

TENN.0003.001.0018_R

., . - 17 -

shall be sufficiently given to the Association if left at its office at White City or to the Professional if handed to either of them or 1 eft at the Profession a 1 Shop or may be forwarded by pre-paid post to the addressee at their respective addresses herein before set out and if forwarded by post sha 11 be deemed to have been served at the time when in the normal course of post it would be delivered.

IN WITNESS WHEREOF the parties hereto have executed this Deed on the

THE C()lft)N SEAL of the NEW SOUTH WALES TENNIS ASSOCIAliON liMITED was hereunto affixed !o accordance with its Articles .n the presence of:

... .... .. .................. ...... Secretary

SIGNED, SEALED AND DELIVERED ) >I;_ by NOEL R9Mt:r) CALLAGHAN and )

BRADLEY DREWm in the ) presence of: )

.. ~ ... ....... ... .. .

Secretary

THE C()fM)N SEAL of KAGELU HOLDINGS PTY LIMITED was hereunto affixed in accordance with its Articles in the presence of:

Secretary

' ...........

TENN.0003.001.0019_R