ACUMENTIS GROUP LIMITED — M&A Activity 2011

Apr 4, 2011

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5[th] April 2011

The Manager Company Announcements Office Australian Securities Exchange

Electronic Lodgment

Dear Sir or Madam

Please find attached a copy of the LMW Merger Offer issued to Orchard Funds Limited today. Should we require shareholder approval this will be obtained.

Yours sincerely

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Brad Piltz Chief Executive Officer LandMark White Limited

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5[th] April 2011

Mr Macek Chairman Orchard Funds Limited Locked Bag 32002 Collins Street East Melbourne VIC 8003

Dear Charles

We refer to our expression of interest set out in our letter to you of 24 March 2011 ( EOI ) sent to you in your capacity as Chairman of Orchard Funds Limited ( OFL ). We note that since we sent the EOI, OFL issued an Explanatory Memorandum ( EM ) on 28 March 2011 in respect of the extraordinary general meeting to be held on 20 April 2011 to consider the OFL Board recommended Barwon proposal. We believe our proposal will achieve a better outcome for OFL shareholders, OFL and its managed funds ( OFL platform ).

Proposal to make an Offer

We are pleased to upgrade our EOI to a proposal to make a merger offer ( Merger Offer ) for OFL, subject to the satisfaction of the conditions detailed is Schedule 1.

Summary

• LMW is an ASX listed company – immediate liquidity for accepting OFL shareholders

• LMW’s value is directly correlated to the listed property market – Westfield and Stockland

• The valuation attributed to OFL is $8m – higher than the independent experts valuation

• OFL shareholders are not bought out, swamped or their upside capped – a merger of equals

• Subject to the conditions – LMW could transact now

• LMW anticipates continuing to pay dividends – including to its new shareholders

• Safe hands – LMW has a conservative approach to business, property and debt

• Stability will allow the OFL platform to re-rate – LMW provides stability and transparency

• LMW has no debt – the key to stability

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• LMW proposes paying down BOSI earlier - expected within 12 months

• LMW has merger synergies – value will be used to accelerate BOSI repayment

• LMW accepts Bank arrangements as outlined in the EM at the DPF and OFL level

• Renounceable rights offer – leaves rights value with shareholders to trade

• LMW’s major shareholders will sell the majority of their rights – increase liquidity

• Reduce costs on the recapitalisation – no underwriting fees

• LMW has the flexibility provided by its listing – widens the range of solutions for DPF

• Attracting and retaining good people is paramount – a merger with OFL and LMW’s relationship with Taemas Group provides LMW, its Board and Executive team with access to first class property, funds management, operations and transactions skills from the outset

Merger Offer

Under our proposal, LMW will offer 1 LMW ordinary share for each 23.89 OFL ordinary shares. At $0.40 per LMW share this represents an $8m valuation for OFL and an $11m valuation for LMW.

Like all property and property related companies both OFL and LMW have suffered through the GFC. A property person would know that the LMW share price, since its 2007 peak of $0.89, correlates almost directly to index leaders such as Westfield and Stockland (see Schedule 2). We believe that if OFL was listed and not highly geared, its value would reflect a similar story. Both groups are leveraged to the recovery in the property cycle.

If OFL was purchased for cash or merged with a much larger entity, the OFL shareholders would be “swamped” or may not receive any of the benefit from a property led recovery in OFL’s value.

As such, LMW views its offer as a merger of “equals” with the valuation of OFL reflecting current difficulties; high leverage, shareholder and unit holder unrest and little market support. LMW believes a merger of the two can quickly address these issues and provide OFL shareholders with unimpeded access to the recovery in the property cycle and market liquidity.

It is interesting to note that the Board of OFL have currently recommended a transaction that values OFL at less than $8m; as those providing the capital take a disproportionate share of the leverage to the recovery in the property cycle through an issue of 80m options to them alone. LMW will ensure that all its shareholders receive equal treatment on a transparent basis as is required of an ASX listed company.

Rights Issue and $10m funding for OFL

All stakeholders recognise the benefit of stability to the OFL platform. Cheaper funding and recapitalisation costs are the most important but they also include the ability to attract and retain quality staff. LMW is committed to returning stability to the OFL platform as quickly as possible and the first step is the elimination of debt at the OFL level.

As soon as practicable after completion of the merger and within 6 months, LMW will undertake a capital raising to reduce the BOSI debt by up to $10m. The capital raising will have two components:

1. A $4m secured convertible note ( Convertible Note ) to be issued to the Taemas Group (see Schedule 3 for detail)

2. An $8.75m renounceable rights issue at $0.20 per share ( Rights Issue )

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Convertible Note

The Convertible Note is a committed issue and the funds will be available on completion of the merger. It will, in effect, underwrite the Rights Issue to $4m (total underwrite of $4.35m including an additional $350k loan committed from LMW). Unlike a typical underwriting, only $3.10m will be repaid from the Rights Issue ($2.75m to the Convertible Note and $350k to LMW). If the full $8.75m is raised under the Rights Issue, $1.25m of the Convertible Note will remain outstanding resulting in a total raising of $10m.

The repayment of the $2.75m of Convertible Note and the $350k loan by LMW from the Rights Issue proceeds will be in the ratio of 310:875 to increase the gross proceeds raised and maximise the proceeds available for debt repayment at the OFL level. No fees will be charged for the underwriting, again to maximise the proceeds available for debt repayment.

The Convertible Note will have a conversion option at a 50% premium to the Rights Issue Price ($0.30) if an excess of $4.375m is raised under the Rights Issue. Otherwise the conversion price will be the Rights Issue price.

Rights Issue

The Rights Issue will be an equal access renounceable issue at $0.20 to raise $8.75m. The rights issue will be made as soon as practicable after the merger is complete so that OFL shareholders accepting the offer have the opportunity to participate as LMW shareholders.

LMW shareholders who do not wish to take up their rights will be able to sell them in an open transparent market as LMW is a listed company. It is anticipated that the rights will trade at a price that reflects the difference between the $0.20 rights price and the perceived market value of LMW shares after the merger and the capital raising referred to above.

It is anticipated that the discounted rights price will attract new investors with the effect of maximising the amount raised and increasing the free float and resulting liquidity levels in LMW shares.

Unlike the proposal recommended by the Board, LMW does not pay underwriting or corporate advisory costs that reduce the value to shareholders. The relationship with Taemas Group is not an advisory relationship for LMW.

OFL Loan

LMW will, on the completion of the merger, make a secured loan of up to $10m to OFL ( OFL Loan ) to be used for the sole purpose of repaying BOSI debt (see Schedule 4 for detail). Initially the loan will be for $4.35m on a committed basis and the balance of $5.65m will come from the Rights Issue proceeds (if any).

The reason these funds are provided by way of debt and not equity is because LMW has a 51% acceptance condition and it would not be possible to contribute those funds as equity where LMW owns less than 100% of OFL. As the loan essentially represents equity capital from LMW it has a quasi-equity style return.

Merits of our Merger Offer

Shareholders in OFL and unit holders in the OFL platform invested in property for sound reasons. It has been unfortunate that the global financial crisis ( GFC ) has significantly reduced the inherent value in that investment. A merger with LMW will provide a sound platform from which to recover that value.

Dividends and Liquidity for OFL shareholders

As can be seen from its historical performance, LMW is focussed on paying dividends to its shareholders. Based on the information in the EM and other publicly available sources (OFL has so far refused LMW access to the detail of its financial position) LMW believes that it will be in a position to continue paying dividends to its new OFL shareholders. The arrangements with BOSI referred to in paragraph (iii) (c) of Schedule 1 provide the mechanism to ensure these dividends can continue for the benefit of all shareholders, while at the same time maximising debt repayment.

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A merger with LMW will immediately provide all OFL shareholders who accept the offer with equal access to the liquidity provided by the listed market. No other current proposal achieves that outcome for OFL shareholders.

The value of liquidity is evidenced by the OFL Board’s recommendation of a proposal which provides liquidity to less than 15% of shareholders at a 10% discount to a questionable $8m valuation. What premium would the OFL Board attribute to liquidity for all shareholders?

LMW is focussed on increasing the liquidity of its shares. The Rights Issue will help greatly with that process. Unlike the current OFL Board recommended proposal, the LMW Rights Issue will be renounceable. As LMW is a listed company, the rights will be tradeable for the benefit of shareholders who do not wish to or are not able to follow their rights. The $0.20 issue price will drive value into the rights and will increase that trading and the resulting free float and liquidity.

It is interesting to note that the OFL Board have currently recommended a proposal that contemplates a nonrenounceable rights issue. A non-renounceable issue takes value from those shareholders who do not follow their rights and transfers it to the underwriters. In contrast, our proposal is for a renounceable issue and therefore those shareholders that are unable to follow their rights will be able to sell their rights for value in an open transparent market.

LMW is committed to the process of increasing the free float and liquidity of LMW shares. The two major shareholders have indicated that they will sell the majority of their rights to facilitate this process.

Debt in OFL

Unlike OFL, LMW has no debt and its Board is focussed on returning the merged group to that position. Unlike the proposal currently recommended by the OFL Board, LMW will not only accept BOSI’s requirement of a fixed amortisation schedule, and in addition it will agree to a cash sweep in order to repay BOSI as quickly as possible.

The OFL Board is currently recommending a proposal which sees the BOSI debt in OFL repaid over three years. The LMW proposal will achieve operating cost savings by combining a number of back office functions and eliminating duplication in rent and Boards. These savings are not available to other start-up proposals. Consistent with LMW’s general attitude to debt, these operating cost savings, when combined with an immediate repayment from the $10M capital raising (assuming that it is fully subscribed), will result in BOSI being repaid in full within 12 months.

Debt in DPF

While the OFL Board is currently recommending a proposal that focuses solely on OFL, LMW is equally focussed on providing a solution at the DPF level. Unit holders across the OFL platform are entitled to believe that they have as large a stake in the OFL platform and, possibly OFL, as the OFL shareholders. LMW will work hard to restore that value for unit holders.

The base line is the new banking arrangements between BOSI, NAB and OFL that are referred to in the EM. LMW will accept those terms and will work within the amortisation requirements of those terms to solve the DPF debt issues for the benefit of unit holders and the financiers.

While accepting those amortisation requirements, LMW will seek to bring alternative solutions forward for consideration. Solutions which preserve DPF’s assets, allowing time to restore value, will be pursued. In that respect, LMW is in a different position to that of other parties. In addition to private funds for recapitalisation, as a listed company, LMW has access to the public capital markets.

A number of parties have suggested stapling OFL to DPF as a solution. LMW can see the benefit of stapling a merged LMW and OFL to DPF to use LMW’s listed status to provide liquidity for DPF unit holders. This is an option that is not available to unlisted entities. This potential strategy is one of the reasons why LMW will be focussed on building liquidity in its shares as a component of its proposal. LMW believes that a $30m-$50m recapitalisation may be required as part of that process.

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Capital Raising

LMW listed in 2003 and that successful offer was oversubscribed. Since that time LMW has not raised capital due to its prudent balance sheet which has allowed it to grow the business without the need to return to the market.

In taking the decision to make this merger offer, LMW has secured commitment of in excess of $4m to fund the OFL Loan from Taemas Group. Taemas Group, and its principals, have raised in excess of $10bn from the public and private debt and equity markets, including $110m for the recapitalisation of DPF. LMW is confident it has the right partner.

Safe Hands

As a listed company, LMW is subject to strict governance and transparency requirements. LMW takes these obligations seriously and will continue to do so as the custodian of unit holder funds. We are not a private equity group.

LMW has an existing Board and operating structure that manages 150 people (plus another 50 in a joint venture) across a national platform. LMW has state offices in Sydney, Melbourne, Brisbane and Perth as well as a number of major regional centres. Those people deal with property, and only property, every day. Last year LMW completed property valuations with a face value of $38bn.

LMW acknowledges that once it merges with OFL it will need to rebalance its board to provide a greater funds management focus. LMW recognises that in those circumstances a new independent chairman with significant fund experience may be required. This rebalancing will be undertaken as part of the Rights Issue process. LMW also accepts that the stakeholders who make up the OFL platform should have direct representation in the governance of the platform. Therefore, LMW will reinstate the Investor Advisory Council as part of its governance structure.

LMW has had retail funds management as a focus of its business plan since 2006. Led by Michael Este, who has had a long and distinguished career in large scale funds management, LMW launched its current fund in 2008. As a result of the GFC and the difficulty around platforms such as OFL and others, fundraising has not been possible over the past three years. LMW executives themselves seeded its fund to establish a track record.

In addition to waiting for the retail property markets to open up, LMW has also focussed on the opportunities to acquire platforms such as OFL. LMW has reviewed those opportunities in conjunction with Taemas Group. LMW believes that, together with Taemas Group, they have the capital, capacity and experience to acquire, manage and grow a funds management business such as OFL. Taemas Group has been committed to the recapitalisation of the OFL platform over an extended period and will subscribe for the Convertible Note as evidence of that commitment.

LMW will supplement its existing management resources with those of the current OFL team who have valuable asset specific knowledge and experience. In addition, LMW is able to draw on the resources of Taemas Group to ensure that the management team has the skills to manage and grow the OFL platform and to complete the debt and equity restructures required. The primary concern of such a business is the knowledge and experience of acquiring and extracting value from property. LMW has that knowledge and experience across its Board and staff.

The new management team will report through the CEO (Brad Piltz) to the Board. It will be dedicated to providing service to its customers unit holders and their advisers. The new OFL management team will hold up to a 25% interest in the funds management business as their long term incentive to ensure that their interests are aligned with those of shareholders.

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Miscellaneous

This proposed merger offer may contain forwarding looking statements, which have not been based solely on historical facts but are rather based on LMW’s current expectations about future events. Such statements are subject to inherent risks and uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors many of which are beyond the control of LMW. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. The forward looking statements in this proposed merger offer reflect views held only as at the date of this Proposed Merger Offer.

None of LMW, its officers or any person named in this proposed merger offer with their consent or any person involved in the preparation of this proposed merger offer make any representation or warranty (express or implied) as to the accuracy or likelihood or of fulfilment of any forward looking statement, or any events or results (express or implied) in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any such statement.

LMW is listed on the ASX and is obliged to comply with the continuous disclosure requirements of the ASX. Information on LMW may also be obtained from LMW’s website at www.lmw.com.au and the ASX website www.ASX.com.au.

Conclusion

OFL shareholders deserve a solid platform on which to rebuild their business and see value restored. They should not need to give away the upside through options or being swamped. LMW provides the benefit of access to the public market and the governance and transparency afforded by a listed company.

OFL platform stakeholders deserve a stable, debt free manager who can focus on its business of managing investments for them.

LMW are property people. LMW have an existing property business that has expertise and synergies that LMW will share with OFL shareholders and OFL platform stakeholders.

Yours sincerely

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Brad Piltz Chief Executive Officer LandMark White Limited

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SCHEDULE 1

Conditions

1. Conditions

Any takeover offer and any contracts which result from the acceptance of this proposed merger offer are subject to fulfilment of the following conditions:

• (i) (Minimum Acceptance Condition) During, or at the end of, the offer period LMW has acquired a relevant interest (as defined in the Corporations Act) in at least 51% of the fully paid, ordinary shares of OFL.

• (ii) (DPF Debt) Prior to 3 May 2011, National Australia Bank Limited ( NAB ) and Bank of Scotland International Plc ( BOSI ), as lenders to the Diversified Property Fund ( DPF ) managed by OFL, each confirm in writing to OFL (for the benefit of LMW) that their respective interest in the debt package referred to in paragraph 6.1 p. 16 of the EM would be made available to OFL on the same terms and conditions as therein referred to in circumstances where the LMW merger offer was completed with LMW owning 51% or more of the shares in OFL.

• (iii) (OFL Debt) Prior to 3 May 2011, BOSI, as lender to OFL confirm in writing to OFL (for the benefit of LMW) that the debt package referred to in paragraph 11.2.4 on pages 105 and 106 would be made available to OFL on the same terms and conditions as therein referred to in circumstances where the LMW merger offer was completed with LMW owning 51% or more of the shares in OFL except that:

• (a) The debt reduction schedule will result in a maximum debt balance of $12m as at 30 June 2011, followed by a maximum balance of $8m as at 30 June 2012, a maximum balance of $2m as at 30 June 2013 and a balance of $0 at 31 December 2013;

• (b) OFL will, within 45 days of the last day of each half financial year, in respect of the prior half financial year and commencing on 31 December 2011, repay, in addition to the amount required to be repaid under paragraph (a), an amount equal to the cash after tax net profit earned by OFL and its subsidiaries on a consolidated basis, during that period less the amount (if any) permitted to be paid by OFL under paragraph (c). below

• (c) Provided that the cash operating costs of OFL and its subsidiaries on a consolidated basis in respect of a half financial year (but annualised to the extent of accruals and prepayments) do not exceed $2.5m, OFL will be permitted to distribute to its shareholders (whether as interest, repayment of principal or distribution) an amount equal to not more than $0.03 per LMW share per annum issued to an OFL member under the merger offer or issued pursuant to the Rights Issue.

• (d) LMW will be permitted by BOSI to make a loan in an amount of up to $10m to OFL on a second ranking secured basis (ranking only) behind the debt to BOSI and fully subordinated to BOSI except to the extent referred to in this paragraph iii(c).

• (iv) (Recommendation) The board of OFL must

• (a) Prior to 19 April 2011, publicly recommend the merger offer to its shareholders; such recommendation may include the statement that the recommendation is made in the absence of a superior offer; and

• (b) Prior to the end of the offer period, approve the grant of a contractual economic interest of up to 25% of OFL to the new management team (detailed terms to be included in the bidder statement).

• (v) (Material Adverse Change) Between this announcement and the end of the offer period, no Material Adverse Change occurs, is discovered, announced, disclosed or otherwise becomes known to LMW (whether or not becoming public).

• (vi) (Approvals) Before the end of the offer period, all approvals that are required by the law, any regulatory body, shareholders or any third party, as are necessary to permit the takeover offer to be lawfully made to and accepted by OFL shareholders are granted, given, made or obtained on an unconditional basis, remain in full force and effect in all respects, and do not become subject to any notice, intimidation or indication of intention to revoke, suspend, restrict, modify or not renew the same.

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• (vii) (Regulatory action) Between this announcement and the end of the offer period, inclusive:

• (a) There is not in effect any preliminary or final decision, order or decree issued by any regulatory authority;

• (b) No action or investigation is announced, commenced or threatened by any regulatory authority; and

• (c) No application is made to any regulatory authority (other then by LMW or any associate of LMW,

as a consequence of or in connection with the merger offer (including, without limitation, an application to, or a decision or order of, ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act accept where such inclusion is contrary to the Corporations Act or any other law or government policy) which restrains, prohibits or impedes or materially impacts upon, or threatens to restrain, prohibit or impede, or materially impacts upon, the making of the merger offer or which requires the divestiture by LMW of any OFL shares or any material assets of OFL or any subsidiary of OFL.

• (viii) (No Insolvency Events) Between this announcement and before the end of the offer period, none of the following insolvency events affect OFL or any of its subsidiaries:

• (a) A liquidator or provisional liquidator of OFL or any of its subsidiaries, is appointed;

• (b) A court makes an order for the winding up of OFL or any of its subsidiaries;

• (c) An administrator of OFL or any of its subsidiaries, is appointed under Sections 436A, 436B or 436C of the Corporations Act;

• (d) OFL or any of its subsidiaries executes a deed of company arrangement; or

• (e) A receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part of the property of OFL or any of its subsidiaries.

• (ix) (prescribed Occurrence) Between the date of this announcement and the expiry of the offer period none of the events set out in sub-section 652C(1) or (2) of the Corporations Law occurs

2. Nature and Effect of Preconditions

Each of the Conditions set out herein is a condition precedent. Further, each of the Conditions is a separate and distinct condition, and will not be taken to limit the meaning or effect of any other condition.

3. Benefit of the Preconditions

Subject to the provisions of the Corporations Act, LMW alone is entitled to the benefit of the preconditions and any non-fulfilment of such preconditions may be relied upon only by LMW.

4. Freeing the Proposed Merger Offer from the Preconditions

Subject to Section 650F of the Corporations Act, LMW may, at any time in its sole discretion, declare the proposed merger offer free from any or all of the Conditions generally or in relation to any specific occurrence or any specific entity by giving notice in writing not later than 7 days before the end of the offer period.

The following definitions apply in this annexure:

“Material Adverse Change” means anyone or more events, occurrences or matters which individually or when aggregated with all such events, occurrences or matters which individually or when aggravated with all such events, occurrences or matters of a like, kind or category, has a material adverse effect on the business, properties, financial condition, results, operations or prospects of OFL or any of its subsidiaries, taken as a whole, other than to the extent that they result from an event, occurrence or matter which was announced to ASX or otherwise fairly disclosed to LMW in writing prior to the announcement date provided that any disclosure was full and fair, (including, without limitation, in relation to the extent and magnitude of the event, change, condition, matter or thing, as the case may be) and was not, and is not likely to be, incomplete, incorrect, untrue, misleading or deceptive.

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SCHEDULE 2

Graph Westfield/Stockland/LMW

5-year comparable share price performance LandMark White vs Stockland Property Group vs Westfield Group.

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Schedule 3

Convertible Note Terms

	Convertible Note Terms
Issuer	LandMark White Limited (ACN 102 320 329)
Purchaser	Taemas Investments Pty Limited (ACN 145 705 380)
Instrument	Convertible Note
Face Amount	$4,000,000
Condition Precedent	It will be a condition precedent to the issue of the Convertible Note and the obligation of the Purchaser to purchase the Convertible Note that the Issuer will have successfully completed its acquisition of 51% (or more) of Orchard Funds Limited (OFL) in accordance with this letter
Purpose	The Issuer shall use the proceeds of the Convertible Note to make a loan to OFL (OFL Loan) on the terms attached (or otherwise agreed by the issuer) together with $0.35m loan from the Issuer
Term	4 years from first funding
Margin	 Cash pay 2.5%  Capitalising 4.5%  Accruing monthly and paid or capitalised six monthly
Base Rate	BBSW
Pre-payment	 The Issuer will undertake a rights issue within six months  The rights price will be $0.20 to raise $8.75m  The proceeds of the rights issue, to the extent of 3.10 cents to each 8.75cents raised, shall be used to prepay the Convertible Note and the $0.35m LMW loan  The remaining Convertible Note (minimum $1,250,000) shall not be prepayable prior to the expiry of the Term
Conversion	 The face amount of the Convertible Note and any outstanding interest shall be convertible at the option of the Purchaser into the ordinary shares of the Issuer  The Convertible Note will be converted to shares at an issue price of  If the amount raised under the rights issue is less than 50% of $8.75m, then $0.20 per share;  If the amount raised under the rights issue is greater than or equal to 50% of $8.75m, then $0.30 per share  The Purchaser may convert the Convertible Note in whole or part at any time after 6 months from the date of first funding up to the month which is 2 months prior to the expiry of the Term  The Issuer shall ensure that it has sufficient authority to issue the shares required by any such conversion
Security	 The Issuer shall not create any prior ranking indebtedness to the Convertible Note without the written consent of the Purchaser  The Issuer shall grant a first ranking fixed and floating charge over  Its interest in OFL  Its rights under the OFL Loan (and associated security)
Events of Default	Standard warranties, undertakings and events of default will be included, including a cross default to obligations owed to the Purchaser (and its associates) by the Issuer and its subsidiaries
Costs	Each party will bear its own legal costs in relation to the preparation of the legal documents

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Schedule 4

OFL Loan Terms

	OFL Loan Terms
Lender	LandMark White Limited (ACN 102 320 329)
Borrower	Orchard Funds Limited (ACN 097 125 874)
Instrument	Secured Loan
Face Amount	 Up to $10,000,000 made up of:  Committed amount of $4.35m  Uncommitted amount of $5.65m  The uncommitted amount will be made available to the extent of proceeds available to LMW from its rights issue after repayment of the Convertible Note and $0.35m Loan from LMW in the ratio of 3.1cents to 8.75cents
Condition Precedent	It will be a condition precedent to the making of the Loan that the Lender will have successfully completed its acquisition (Acquisition) of 51% (or more) of Orchard Funds Limited (OFL)
Purpose	The Borrower shall use the proceeds of the Loan to repay the Bank of Scotland International Plc debt owed by OFL (BOSI Loan and Security)
Term	6 years from first funding
Margin	 Cash pay 5.0%  Capitalising 7.5%  Accruing monthly and paid or capitalised six monthly
Base Rate	BBSW
Pre-payment	 The Loan may be pre-paid at any time without penalty
Security	 The Loan shall be secured by a fixed and floating charge over all of the assets and undertakings in OFL in favour of the Lender (LMW Security)  The LMW Security shall rank behind and shall be subordinated in all respects to the BOSI Loan and Security except that BOSI shall permit the payment of distributions by OFL (including repayment of the interest or principal of the Loan) up to a maximum amount equal to $0.03 per share per annum issued by LMW to OFL shareholders as part of the Acquisition and shares issued by LMW under the rights issue provided that  no Event of Default has occurred and is continuing under the BOSI Loan and Security and  the operating costs (staff and SG&A) for the relevant period of the distribution do not exceed $5m per annum  OFL shall not create any prior ranking indebtedness to the Loan (other than the existing BOSI Loan and Security) without the written consent of the Lender
Events of Default	Standard warranties, undertakings and events of default will be included, including a cross default to obligations owed to the Lender (and its associates) by the Borrower and its subsidiaries
Costs	The Borrower will bear its own legal costs in relation to the preparation of the legal documents and obtaining relevant consents

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