Deed of Appointment of Receivers by National Australia Bank Limited for 003 908 325 Pty Limited

Summary

National Australia Bank Limited has appointed Anthony Milton Sims and Neil Geoffrey Singleton as receivers and managers over all assets and property of 003 908 325 Pty Limited (formerly SVI Retail Pty Limited). The receivers accept the appointment and are empowered to act jointly or individually to manage the secured property under the terms of a prior debenture. The agreement is governed by the laws of New South Wales and is executed as a deed by all parties involved.

EX-2.2 3 svi_ex2-2.txt EXHIBIT 2.2 MALLESONS STEPHEN JAQUES SOLICITORS DEED OF APPOINTMENT DATED: 20 February 2002 ----------------------- National Australia Bank Limited ("Bank") Anthony Milton Sims and Neil Geoffrey Singleton ("Receivers") Mallesons Stephen Jaques Solicitors Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone (612) 9296 2000 Fax (612) 9296 3899 DX 113 Sydney DEED OF APPOINTMENT CONTENTS - -------------------------------------------------------------------------------- 1 Appointment of Receivers 2 1.1 Appointment 2 1.2 Joint and Several 2 1.3 Acceptance of Appointment 2 - -------------------------------------------------------------------------------- 2 Miscellaneous Terms 2 2.1 Counterparts 2 2.2 Applicable law 2 - -------------------------------------------------------------------------------- 3 Interpretation 2 3.1 Definitions 2 3.2 Terms not otherwise defined 3 3.3 References to certain general terms 3 3.4 Number 3 3.5 Headings 3 DEED OF APPOINTMENT DETAILS Interpretation - definitions are at the end of the General terms - -------------------------------------------------------------------------------- Parties Bank and Receivers as identified below - -------------------------------------------------------------------------------- Bank Name National Australia Bank Limited ABN ABN 12 004 044 937 Address Level 26 255 George Street Sydney NSW 2000 Attention Head of Asset Structuring - -------------------------------------------------------------------------------- Receivers Name Anthony Milton Sims and Neil Geoffrey Singleton Address Sims Lockwood Level 24 Australia Square 264 George Street Sydney NSW 2000 - -------------------------------------------------------------------------------- Governing law New South Wales - -------------------------------------------------------------------------------- Date of deed See Signing page 1 DEED OF APPOINTMENT GENERAL TERMS - -------------------------------------------------------------------------------- 1. Appointment of Receivers 1.1 Appointment The Bank, being entitled under the powers conferred upon it by the Charge, appoints the Receivers to be the receivers and managers of the Secured Property with all the powers conferred upon receivers and managers by the Charge or any other means. 1.2 Joint and Several The rights, powers and remedies of the Receivers may be exercised by them jointly and severally. 1.3 Acceptance of Appointment The Receivers agree to accept the appointment. - -------------------------------------------------------------------------------- 2. Miscellaneous Terms 2.1 Counterparts This deed may consist of a number of copies, each singed by one for more parties to the deed. If so, the signed copies are treated as making up the one document. 2.2 Applicable law This deed is governed by the law in force in the place specified in the Details. The Bank and the Receivers submit to the non-exclusive jurisdiction of the courts of that place. - -------------------------------------------------------------------------------- 3. Interpretation 3.1 Definition These meanings apply unless the contrary intention appears: Charge means the debenture between the Company and the Bank dated 21 March 1996 (ASIC number 536851). Company means 003 908 325 Pty Limited (ACN 003 908 325), formerly known as SVI Retail Pty Limited, SVI Systems Australia Pty Limited, SVI Retail (Australia) Pty Limited, Divergent Technologies Pty Limited and Divergent Solutions Pty Limited. Details means the section of this deed headed "Details". - -------------------------------------------------------------------------------- 2 Secured Property means the undertaking of the Company and all of its property and assets whatsoever and whosesoever both present and future including, without limitation, the goodwill of the business, its called but unpaid and uncalled Capital and all of the Company's Intellectual Property Rights. 3.2 Terms not otherwise defined Terms beginning in capital letters that are not defined in this deed have the same meaning as those terms have in the Charge. 3.3 References to certain general terms Unless the contrary intention appears, a reference in this deed to: (a) anything (including an amount) is a reference to the who and each Part of it; (b) a document (including this deed) includes any variation or replacement of it; (c) the words "including", "for example" or "such as" when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind. 3.4 Number The singular includes the plural and vice versa. 3.5 Headings Headings are for convenience only and do not affect the interpretation of this deed. EXECUTED as a deed 3 DEED OF APPOINTMENT SIGNING PAGE DATED: SIGNED, SEALED AND DELIVERED by as attorneys for NATIONAL ) AUSTRALIA BANK LIMITED ) (ABN 12 004 044 937) under power ) of attorney registered book 3834 mo 549 ) /S/ in the presence of: ) -------------------------- ) By executing this deed the ) attorney states that the /S/ John Vasselue ) attorney has received no - ------------------------ ) notice of revocation of the Signature of witness ) power of attorney ) John Vasselue ) - ------------------------ ) Name of witness (block letters) ) ) 255 Ceorce St. Sydney ) - ------------------------ ) Address of witness ) ) Bank Manager ) /S/ - ------------------------ ) -------------------------- Occupation of witness ) By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney SIGNED, SEALED AND ) DELIVERED by ANTHONY ) MILTON SIMS in the presence of ) ) /S/ John Vasselue ) - ------------------------ ) Signature of witness ) ) John Vasselue ) - ------------------------ ) Name of witness (block letters) ) ) 255 Ceorce St. Sydney ) - ------------------------ ) /S/ Anthony Milton Sims Address of witness ) ------------------------- ) Signature of Anthony Milton Sims Bank Manager ) - ------------------------ ) Occupation of witness ) 4 SIGNED, SEALED AND ) DELIVERED by NEIL ) GEOFFREY SINGLETON in ) the presence of : ) ) /S/ John Vasselue ) - ------------------------ ) Signature of witness ) ) John Vasselue ) - ------------------------ ) Name of witness (block letters) ) ) 255 Ceorce St. Sydney ) - ------------------------ ) Address of witness ) ) Bank Manager ) - ------------------------ ) Occupation of witness ) 5