Greenvale Agreement Act 1977 (Qld)

5 Qnelansfallbr ANNO VICESIMO SEXTO ELIZABETHAE SECUNDAE REGINAE No. 2 of 1977 Act to autho riz e the makin g of agreements be twee n the © State of Queensland and others to provide for the expenditure of moneys by the State i n - relation to the rest ru c turin g of debts incurred in c onn exion w ith the project referred to in the agreement set out i n the Schedule to the Greenvale AgreementAct 1970- 1975 and in co nn e xion with the ca rry ing on of that project [ASSENTED TO 31ST MARCH, 1977] BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queenslaild in Parliament assembled, and by the authority of the same, as follows:- 1. Short title . This Act may be cited as the Greenvale Agreement Act 1977. 2. Execution of agreements authorized . The Premier of Queensland is hereby authorized to make on behalf of the State of Queensland with the other. parties named in the agreement- (a) the agreement in the form set out in Schedule I or an agreement substantially in that form but with such variations from that form as he approves; and (b) 'l;e agreement in the form set out in Schedule II of an agreement substantially in that form but with such variations from that form as he approves.

6 Greenvale Agreement Act 1977, No. 2 3. Execution of agreement evidence of approval. Upon the execution by the Premier of an agreement substantially in the form set out in Schedule I or, as the case may be, Schedule 11 it shall be deemed that he has approved of all variations, if any, from the form set out in the relevant schedule evidenced by the agreement executed by him. 4. Agreements to have force of law. Upon the making of both the agreements authorized by this Act to be made the provisions of the agreements shall have the force of law as if the agreements were part of this Act. SCHEDULE I FQN DEBT RESTRUCTURING DEED THIS DEED is made the between day of [s. 2] 1977 THE STATE OF QUEENSLAND (hereinafter called " the State ") of the first part FREEPORT QUEENSLAND NICKEL, INCORPORATED a company incorporated in the State of Delaware in the United States of America and having its registered office in the State of Queensland Australia at the office of Tullwil Agencies Pty. Ltd., 324 Queen Street, Brisbane (hereinafter- called " the Company ") of the second part AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED a company incorporated in England and having its registered office in the State of Queensland at 406 Queen Street Brisbane in its capacity as representative of certain of the Lenders hereinafter referred to (hereinafter when referred to in that capacity called " the Representative ") of the third part METALS EXPLORATION QUEENSLAND PTY. LTD. a company incorporated in the State of Queensland and having its registered office in that State at the office of Spry Walker & Co., 10th Floor, 27 Turbot Street, Brisbane ( hereinafter called " MEQ ") of the fourth part the said AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED in its capacity as a Lender (hereinafter when referred to in that capacity (except where otherwise expressed) called "ANZ ") of the fifth part AUSTRALIAN MUTUAL PROVIDENT SOCIETY a corporation incorporated in the State of New South Wales and having its registered office in the State of Queensland at corner of Queen and Edward Streets, Brisbane (hereinafter called "AMP ") of the sixth part AUSTRALIAN RESOURCES DEVELOPMENT BANK LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 406 Queen Street, Brisbane (hereinafter called "ARDB ") of the seventh part

Greenvale Agreement Act 1977, No. 2 7 T & G MUTUAL LIFE SOCIETY LIMITED a corporation incorporated in the State of Victoria and having its registered office in the State of Queensland at corner of Queen and Albert Streets, Brisbane (hereinafter called " T & G ") of the eighth part THE CHASE MANHATTAN BANK. (NATIONAL ASSOCIATION) a national banking association of the United States of America having its principal office at One Chase Manhattan Plaza New York, New York 10005 ( hereinafter called " Chase ") of the ninth part CHASE-N.B.A. GROUP LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 308-322 Queen Street, Brisbane (hereinafter called " Chase-NBA ") of the tenth part THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED a corporation incorporated in the State of Victoria and having its registered office in the State of Queensland at 289 Queen Street, Brisbane ( hereinafter called " CML ") of the eleventh part .COMMERCIAL NOMINEES PTY. LIMITED a *company incorporated in the State of New South Wales and having its registered office in the State of Queensland at corner of Queen and Creek Streets, Brisbane (hereinafter called " CN-") of the twelfth part EURO-PACIFIC FINANCE CORPORATION LIMITED a company incorporated in the State of Victoria and having its registered office at 356 Collins Street, Melbourne (hereinafter called " Euro-Pacific ") of the thirteenth part EXPORT-IMPORT BANK OF THE UNITED STATES an agency of the United States of America having its principal office at 811 Vermont Avenue,'N.W., Washington D.C. 20571 ( hereinafter called " Eximbank ") of the fourteenth part GAS AND FUEL CORPORATION SUPERANNUATION FUND a company incorporated in the State of Victoria and having its registered office in that State at 171 Flinders Street , Melbourne (hereinafter called " GFC ") of the fifteenth part KREDITANSTALT FOR WIEDERAUFBAU a corporation under public law of the Federal Republic of Germany having its office at Palmengartenstrasse 5--9, Frankfurt/Main (hereinafter called " Kreditanstalt ") of the sixteenth part

Greenvale Agreement Act 1977, No. 2 THE MUTUAL LIFE AND CITIZ=ENS' ASSURANCE COMPANY LIMITED a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at MLC Centre, corner of Adelaide and George Streets, Brisbane (hereinafter called ." MLC ") of the seventeenth part THE NATIONAL MUTUAL LIFE ASSOCIATION OF AUSTRALASIA LIMIT ED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 293 Queen Street, Brisbane ( hereinafter called " NMLA") of the eighteenth part INTERMARINE AUSTRALIA . LIMITED ( formerly called Patrick-Intermarine ( Australia ) Limited) a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at the office of Abacus Pty. Ltd., 344 Queen Street , Brisbane ( hereinafter called " DIAL ") of the nineteenth part THE PRUDENTIAL ASSURANCE COMPANY LIMITED a company incorporated in the United Kingdom and having its registered office at Prudential Building, 6 Queen Street, Brisbane (hereinafter called " Prudential ") of the twentieth part STATE GOVERNMENT INSURANCE OFFICE (QUEENSLAND) the office of which is at corner of Albert and Turbot Streets, Brisbane (hereinafter called " SGIO ") of the twenty-first part FREEPORT MINERALS COMPANY a company incorporated in the State of Delaware in the United States of America and having its office at 161 East 42nd Street , New York, New York 10017 (hereinafter called " Freeport ") of the twenty- second part METALS EXPLORATION LIMITED ( formerly called Metals Exploration No Liability) a company incorporated in the State of Victoria and having its registered office at 18-20 Little Collins Street, Melbourne (hereinafter called " MEL ") of the twenty - third part ATAKA & CO., LTD. a company incorporated in Japan and having its office at Ohtemachi Building, No . 6-1 Ohtemachi 1-chome, Chiyoda-Ku, Tokyo of the twenty-fourth part C. ITOH & CO., LTD. a company incorporated in Japan and having its office at 4, Nihonbashi Honcho, 2 - chome, Chuo-Ku, Tokyo of the twenty - fifth part MITSUBISHI CORPORATION a company incorporated in Japan and having its office at Mitsubishi Shoji Building, 6-3, Marunouchi 2-chome, Chiyoda -Ku, Tokyo of the twenty - sixth part

Greenvale Agreement Act 1977, N o. 2 9 NIPPON MINING CO., LTD. a company incorporated in Japan and having its office at 3, Akasaka Aoi-cho Minato-Ku, Tokyo of the twenty-seventh part and NISSHO --IWAI CO., LTD. a company incorporated in Japan and having its office at Nissho - Iwai Building , 4-5 Akasaka, 2-chome, Minato-Ku, Tokyo of the twenty-eighth part WHEREAS A. By a Deed of even date herewith made between the parties of the second' to the twenty-eighth parts (inclusive) hereto (hereinafter called " the FQN Deed of Postponement ") arrangements have been made as to the postponement of certain payments by the Company to others of those parties. B. The parties hereto have agreed as to certain of their respective rights and obligations as a result of the execution of the FQN Deed of Postponement. NOW THIS DEED WITNESSES as follows:- 1. All words and expressions defined or given a special meaning in the FQN Deed of Postponement shall when used herein have the respective meanings therein ascribed to them. 2. (1) Each of the State and the other parties hereto hereby acknowledges to each other that without prejudice to the terms of the guarantees given by the State pursuant to the provisions of the GreenvaleAgreement Act1970-1975 and the Agreement dated the 17th day of December 1970 between the State, MEQ and the Company pursuant thereto (as such Agreement has been amended from time to time (hereinafter as so amended called " the Principal Agreement ")) and the Orders in Council dated the eleventh day of November 1971 and the twenty-fifth day of September 1974 made in accordance therewith (hereinafter, called " the said guarantees (a) the execution of the FQN Deed of Postponement; (b) the execution of this Deed; (c) any payment by the Company pursuant to the FQN Deed of Postponement or the acceptance by an parts thereto of any such payment;. and (d) any payment by the State pursuant to this Deed or the acceptance by any party hereto of any such payment shall in the went of subsequent detail' the n rr of the C:-,m env respect of any of the Company's obligation: f.>llowing cxccut: ti c1 1, this Deed and the FQN Deed of i titi)onenle nt it no «a'; P.:- jud'ce affect alter or acv either: Vie) any of the rig hts pow_. and :011 crc' J, on s i- Len_ e' by the said guarantees or any of them to which any Lender would have been entitled were it not for the postponenienl

10 Greenvale Agreement Act 1977, No. 2 of certain dates for payment of Scheduled Debt Service pursuant to the FQN Deed of Postponement or for any of the other matters set out therein; or (ii) the manner procedure or timing according to which such rights privileges and powers would have been enforceable by any Lender in any circumstances were it not for such postponement and other matters. (2) In particular, without limiting the generality of sub-clause (1) of this Clause, in the event of a default by the Company in respect of any of the Company's obligations arising under any of the documents referred to in the recitals to the FQN Deed of Postponement as such obligations are varied by the FQN Deed of Postponement then the said guarantees shall be given full effect and. operation Provided That as between any Lender and the State any payments previously made by the State to that Lender pursuant to the provisions of this Deed shall for the purposes of calculating the State's liability as guarantor be treated as having been made by the Company. (3) Nothing in this Clause shall be taken as extending the term of twenty years referred to in Clauses 5 and 5A of the Principal Agreement. 3. (1) In respect of the period commencing on the 1st day of January 1977 and ending on the 31st day of December 1985 the State shall pay to each Lender named in part B of the Schedule to the said Order in Council made the eleventh day of November 1971 or in part B of the Schedule to the said Order in Council made the twenty-fifth day of September 1974 or both amounts equal to interest on Deferred Interest foregone pursuant to Clause 4 of the FQN Deed of Postponement namely interest calculated without compounding at the rate of ten and one-half per centum per annum on so much of the Deferred Interest to which each such Lender is entitled as is attributable to the Loan or Loans of such Lender described in either or both of the said parts B (which Loan or Loans are hereinafter called " Subject Loan " or " Subject Loans " as the case may be). Such amounts shall be paid at the respective times stipulated for payment of interest on Deferred Interest Instalments pursuant to Clause 5 of the FQN Deed of Deferral. (2) Within five business days after each Maturity Date the State shall:-- (a) pay to each party hereto which is named in the aforesaid Orders in Council or either of them the amount by which the sum in respect of Scheduled Interest calculated in respect of that party's Subject Loan or Subject Loans paid to such party pursuant to Clause 5 and Clause 6 of the FQN Deed of Postponement is less than the amount of Scheduled Interest -cafculated as aforesaid to which that party would were it not for the provisions of the FQN Deed of Postponement have been entitled on that Maturity Date Provided That except in respect of Scheduled Interest which consists of Accrued Interest on Deferred Interest the amount payable by the State pursuant to this paragraph (a) shall not exceed the amount by which. the aforesaid sum is less than an amount equal to interest at the rate of 8 per centum per annum calculated in respect of that party's Subject Loan or Subject Loans in respect of which such Scheduled Interest is payable after deducting from such principal amount any amount paid

Greenvale Agreement Act 1977, No. 2 11 pursuant to paragraph (b) of this sub-clause in respect of Scheduled Principal falling due for repayment on any Maturity Date prior to that Maturity Date; (b) pay to each party hereto which is named as aforesaid the amount by which the sum in respect of Scheduled Principal which forms part of that party's Subject Loan or Subject Loans paid to such party pursuant to Clause 5 and Clause 6 of the FQN Deed of Postponement is less than the amount of Scheduled Principal which forms part of that party's Subject Loan or Subject Loans to which that party would were it not for the provisions of the FQN Deed of Postponement have been entitled on that Maturity Date. 4. The State hereby agrees that it shall have no rights against the Company and MEQ in respect of any payments by the State pursuant to sub-clause (1) of Clause 3 but save as aforesaid and subject to Clause 5 nothing in this Deed shall prejudice or affect the rights of the State in respect of any payments made by the State pursuant to the said guarantees or any of them. 5. Any rights of subrogation of the State in respect of any payments by the State pursuant to the said guarantees shall be to the rights of the Lenders as affected or modified by the FQN Deed of Deferral and by the FQN Deed of Postponement. 6. Where the State makes any payment to a party pursuant to sub-clause (2) of Clause 3 it shall in respect thereof be entitled to take the place of such party as if the State were a party to the FQN Deed of Postponement and without limiting the generality of the foregoing were accordingly entitled to receive and be secured in respect of payments pursuant to Clause 5 thereof of Postponed Interest in the amount of the payments made by the State pursuant to paragraph (a) of the said sub-clause (2) and of Postponed Principal in the amount of the payments made by the State pursuant to paragraph (b) of the said sub-clause (2) and interest thereon at the rate applicable in respect of that party Provided That without prejudice to the rights of any of the parties to this Dc^d if the arrangements under the FQN Deed of DJerral and the FQN Deed of Postponement be brought to an end by default of the Company or otherwise the State shall have the same rights it would have had if the total amount paid by the State pursuant to sub-clause (2) of Clause 3 of this Deed had been paid pursuant to the said guarantees. 7. The State hereby acknowledges and agrees that- (a) no payment to be made by the State pursuant to this Deed is or shall be a payment of any moneys under the said guarantees; and (b) neither the State nor the Treasurer of the State shall become entitled to or shall exercise or attempt to exercise any rights in respect of any securities pursuant to any provision of the Local Bodies' Loans Guarantee Act 1923-1975 by reason of any such payment: Provided That without prejudice to the rights of any of the parties to this Deed if the arrang ment under the FQN Deed of Deferral and the FQN Deed' of Postponement be brought fo an end by default of the Company or otherwise the State shall have the same rights it would have had if the total amount paid by the State pursuant to. sub-clause (2; of Clause 3 of this Deed had been paid pursuant to the said guarantees.

12 Greenvale Agreement Act 1977, No. 2 8. (1) The provisions of sub-clause (3) of Clause 5 and sub-clause (1) of Clause 13 of the FQN Deed of Postponement shall apply to this Deed as if set out in full herein and as if the references to the Lenders therein included a reference to the State. (2) If any party to the FQN Deed'of Postponement shall appoint any person or persons for the, purpose of sub-clause (2) of Clause 13 thereof and such person or persons shall' furnish a report to such party a copy of such report shall forthwith be furnished by such party to the State. 9. (1) Upon each Maturity Date the Company shall give the Treasurer of the State full particulars of the proposed payment and application on that Maturity Date of Excess Cash pursuant to Clause 5 of the FQN Deed of Postponement and such other information as may be necessary to enable the State to calculate the amounts payable by the State pursuant to this Deed. (2) The Company shall if requested by the State furnish to the Treasurer of the State such particulars as may reasonably be required by the State to enable the State to verify the amounts paid or payable by the State pursuant to this Deed. 10. The Company shall forthwith after the execution of the FQN Deed of Postponement furnish a true copy thereof to the Premier of the State. 11. Each of the parties hereto other than the State hereby covenants with the State that it will not agree to any amendment of the FQN Deed of Postponement without the prior written approval of the Premier of the State. 12. None of the parties hereto shall bring any executed part or any copy of this Deed into any country State or place other than the © State of Queensland if as a result thereof any stamp duty or other like charge would become payable in respect thereof and if any of them should do so it shall be liable to indemnify the Company and MEQ in respect thereof and shall forthwith upon demand pay to the Company and MEQ the amount of such stamp duty or other like charge payable by each of them respectively. 13. The Company shall reimburse each of the other parties hereto except MEQ for- (a) the reasonable fees and out-of-pocket expenses of counsel for each such party in connection with this Deed and any other documentation related to or made necessary by this Deed ; (b) the actual otit-of-pocket expenses reasonably incurred by each such party in relation to this Deed and any other documentation as aforesaid; and (c) subject to Clause 12 all stamp taxes and duties on this Deed and any other documentation as aforesaid. IN WITNESS whereof the parties hereto have executed these presents as a deed the day and year first hereinbefore written.

Greenvale Agreement Act 1977, No. 2 13 SCHEDULE II MEQ DEBT RESTRUCTURING DEED THIS DEED is made the between day of [s. 2] 1977 THE STATE OF QUEENSLAND ( hereinafter called " the State ") of the first part METALS EXPLORATION QUEENSLAND PTY. LTD. a company incorporated in the State of Queensland and having its registered office in that State at the office of Spry Walker & Co., 10th Floor, 27 Turbot Street, Brisbane ( hereinafter called " the Company ") of the second part AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED a company incorporated in England and having its registered office in the State of Queensland at 406 Queen Street Brisbane in its capacity as representative of certain of the Lenders hereinafter referred to (hereinafter when referred to in that capacity called " the Representative ") of the third part FREEPORT QUEENSLAND NICKEL, INCORPORATED a company incorporated in the State of Delaware in the United States of America and having its registered office in the State of Queensland Australia at the office of Tullwil Agencies Pty. Ltd. 324 Queen Street , Brisbane ( hereinafter called " FQN ") of the fourth part the said AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED in its capacity as a Lender ( hereinafter when referred to in that capacity ( except where otherwise expressed ) called "ANZ ") of the fifth part AUSTRALIAN MUTUAL PROVIDENT SOCIETY a corporation incorporated in the State of New South Wales and having its registered office in the State of Queensland at corner of Queen and Edward Streets, Brisbane (hereinafter called "AMP ") of the sixth part AUSTRALIAN RESOURCES DEVELOPMENT BANK LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 406 Queen Street, Brisbane (hereinafter called "ARDB ") of the seventh part T & G MUTUAL LIFE SOCIETY LIMITED a corporation incorporated in the State of Victoria and having its registered office in the State of Queensland at corner of Queen and Albert Street,, Brisbane (hereinafter called " T & G ") of the eighth part

14 Greenvale Agreement Act 1977, No. 2 THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) a national banking association of the United States of America having its principal office at One Chase Manhattan Plaza New York, New York 10005 (hereinafter called " Chase ") of the ninth part CHASE-N.B.A. GROUP LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 308-322 Queen, Street, Brisbane (hereinafter called " Chase-NBA") of the tenth part THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED a corporation incorporated in the State of Victoria and having its registered office in the State of Queensland at 289 Queen Street, Brisbane ( hereinafter called " CML ") of the eleventh part COMMERCIAL NOMINEES PTY. LIMITED a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at corner of Queen and Creek Streets, Brisbane ( hereinafter called " CN ") of the twelfth part EURO-PACIFIC FINANCE CORPORATION LIMITED a company incorporated in the State of Victoria and having its registered office at 356 Collins Street, Melbourne (hereinafter called " Euro- Pacific ") of the thirteenth part EXPORT-IMPORT BANK OF THE UNITED STATES an agency of the United States of America having its principal office at 811 Vermont Avenue, N.W., Washington D.C. 20571 ( hereinafter called " Eximbank ") of the fourteenth part GAS AND FUEL CORPORATION SUPERANNUATION FUND a company incorporated in the State of Victoria and having its registered office in that State at 171 Flinders Street , Melbourne (hereinafter called " GFC ") of the fifteenth part KREDITANSTALT FOR WIEDERAUFBAU a corporation under public law of the Federal Republic of Germany having its office at Palmengartenstrasse ` 5-9, Frankfurt/Main ( hereinafter called " Kreditanstalt ") of the sixteenth part THE MUTUAL LIFE AND CITIZENS' ASSURANCE COMPANY LIMITED a company incorporated in the State of New South Wales and having its registered office in the State of Queensland at M LC Centre corner of Adelaide and George Streets, Brisbane (hereinafter called " M LC ") of the seventeenth part

Greenvale Agreement Act 1977, No. 2 I THE NATIONAL MUTUAL LIFE ASSOCIATION OF AUSTRALASIA LIMITED a company incorporated in the State of Victoria and having its registered office in the State of Queensland at 293 Queen Street , Brisbane ( hereinafter called " NMLA") of the eighteenth part INTERMARINE AUSTRALIA LIMITED (formerly called Patrick- Intermarine (Australia) Limited) a company incorporated in the State of New South Wales and having its registered office in the © State of Queensland at the office of Abacus Pty. Ltd., 344 Queen Street, Brisbane (hereinafter called " PIAL ") of the nineteenth part THE PRUDENTIAL ASSURANCE COMPANY LIMITED a company incorporated in the United Kingdom and having its registered office at Prudential Building, 6 Queen Street , Brisbane (hereinafter called " Prudential ") of the twentieth part STATE GOVERNMENT INSURANCE OFFICE (QUEENSLAND) the office of which is at corner of Albert and Turbot Streets , Brisbane (hereinafter called " SGIO ") of the twenty-first part FREEPORT MINERALS COMPANY a company incorporated in the State of Delaware in the United States of America and having its office at 161 East 42nd Street, New York, New York 10017 (hereinafter called " Freeport ") . of the twenty-second part METALS EXPLORATION LIMITED ( formerly called Metals Exploration No Liability) a company incorporated in the State of Victoria and having its registered office at 18-20 Little Collins Street, Melbourne (hereinafter called " MEL ") of the twenty-third part ATAKA & CO., LTD. a company incorporated in Japan and having its office at Ohtemachi Building, No. 6-1 Ohtemachi 1-chome, Chiyoda-Ku, Tokyo of the twenty-fourth part C. ITOH & CO., LTD. a company incorporated in Japan and having its office at 4, Nihonbashi Honcho, 2-chome, Chuo--Ku, Tokyo of the twenty-fifth part MITSUBISHI CORPORATION a company incorporated in Japan and having its office at Mitsubishi Shoji Building, 6 -3, Marunouchi 2-chome, Chiyoda-Ku, Tokyo of the twenty-sixth part NIPPON t MINING CO., LTD. a company incorporated in Japan and having its office at 3, Akasaka Aci-cho Minato-Ku, Tokyo of the twenty-seventh part and

16 Greenvale Agreement Act 1977, ,No. 2 NISSHO-IWAI CO., LTD. a company incorporated in Japan and having its office at Nissho-Iwai Building, 4-5 Akasaka, 2-chome, Minato-Ku, Tokyo of the twenty-eighth part WHEREAS A. By a Deed of even date herewith made between the parties of the second to the twenty-eighth parts (inclusive) hereto (hereinafter called " the MEQ Deed of Postponement ") arrangements have been made as to the postponement of certain payments by the Company to others of those parties. B. The parties hereto have agreed as to certain of their respective rights and obligations as a result of the execution of the MEQ Deed of Postponement. NOW THIS DEED WITNESSES as follows: 1. All words and expressions defined or given a special meaning in the MEQ Deed of Postponement shall when used herein have the respective meanings therein ascribed to them Provided That in this Deed " MEQ Debenture Loan " means one of the MEQ Debenture Loans " Lender " includes MEQ Debenture Lender and " Lenders " includes MEQ Debenture Lenders. 2. (1) Each of the State and the other parties hereto hereby acknowledges to each other that without prejudice to the terms of the guarantees given by the State pursuant to the provisions of the GreenvaleAgreementAct1970-1975 and the Agreement dated the 17th day of December 1979 between the State, the Company and FQN pursuant thereto (as such Agreement has been amended from time to time (hereinafter as so amended called " the Principal Agreement ")) and the Orders in Council dated the eleventh day of November 1971 and the twenty-fifth day of September 1974 made in accordance therewith (hereinafter called " the said guarantees "):- (a) the execution of the MEQ Deed of Postponement; (b) the execution of this Deed; (c) any payment by the Company pursuant to the MEQ Deed of Postponement or the acceptance by any party thereto of any such payment; and (d) any payment by the State pursuant to this Deed or the acceptance by any party hereto of any such payment shall in the event of subsequent default on the part of the Company in respect of any of the .Company's obligations following execution of this Deed and the MEQ Deed of Postponement in no way prejudice affect alter or vary either: (i) any of the rights powers and privileges conferred on any Lender by the said guarantees or any of them to which any Lender would have been entitled were it not for the postponement of certain dates for payment of Scheduled Debt Service pursuant to the MEQ Deed of Postponement or for any of the other matters set out therein; or (ii) the manner procedure or timing according to which such rights privileges and powers would have been enforceable by any Lender in any circumstances were it not. for such postponement and other matters.

Greenvale Agreement Act 1977, No. 2 17 (2) In particular, without limiting the generality of sub-clausc (1) of this Clause, in the event of a default by the Company in respect of any of the Company's obligations arising under any of the documents referred to in the re:itals to the MEQ Deed of Postponement as such obligations are varied by the MEQ Deed of Postponement then the said guarantees shall be given full effect and operation Provided That as between any Lender and the State any payments previously made by the State to that Lender pursuant to the provisions of this Deed shall for the purposes, of calculating the State's liability as guarantor be treated as having been made by'the Company. (3) Nothing in this Clause shall be taken as extending, the term of twc,.-:ty years referred to in Clauses 5 and 5A of the Principal Agreement. 3. (1) In respect of the period commencing on the 1st day of January 1977 and ending on the 31st day of December 1985 the State shall pay to each Lender named in part A of the Schedule to the said Order in Council made the eleventh day of November 1971 or in part A of the Schedule to the said Order in Council made the twenty-fifth day of September 1974 or both amounts equal to interest on Deferred Interest foregone pursuant to Clause 4 of the MEQ Deed of Postponement namely interest calculated without compounding at the rate of ten and one-half per centum per annum on so much of the Deferred Interest to which each such Lender is entitled as is attributable to the Loan or Loans of such Lender described in either or both of the said parts A (which Loan or Loans are hereinafter called " Subject Loan " or " Subject Loans " as the case may be). Such amounts shall be paid at the respective times stipulated for payment of interest on Deferred Interest Instalments pursuant to Clause 5 of the MEQ Deed of Deferral. (2) Within' five business days after each Maturity Date the State shall :- (a) pay to each party hereto which is named in the aforesaid Orders in Council or either of them the amount by which the sum in respect of Scheduled Interest calculated in respect of that party's Subject Loan or Subject Loans paid to such party pursuant to Clause 5 and Clause 6 of the MEQ Deed of Postponement is less than the amount of Scheduled Interest calculated as aforesaid to which that party would were it not for the provisions of the MEQ Deed of Postponement have been entitled on that Maturity Date Provided That except in respect of Scheduled Interest which consists of Accrued Interest on Deferred Interest the amount payable by the State pursuant to this paragraph (a) shall not exceed the amount by which the aforesaid sum is less than an amount equal to interest at the rate of 8 per centum per annum calculated in respect of that party's Subject Loan or Subject Loans in respect of which such Scheduled Interest is payable after deducting from such principal amount any amount paid pursuant to paragraph (c) of this sub-clause in respect of Scheduled Principal of that party's Subject Loan or Subject Loans falling due for repayment on any Maturity Date prior to that Maturity Date, (b) pay, to each party hereto which is an MEQ Debenture Lender the amount by which the sum in respect of Scheduled Interest calculated in respect of that party's MEQ Debenture Loan paid to such -party pursuant to Clause 5 and Clause 6 of the MEQ

18 Greenvale A greement Act 1977 , No. 2 Deed of Postponement is less than the amount of Scheduled Interest calculated as aforesaid to which that party would were it not for the provisions of the MEQ Deed of Postponement have been entitled on that Maturity Date Provided That the amount payable by the State pursuant to this paragraph (b) shall not exceed the amount by which the aforesaid sum is less than an amount equal to interest at the rate of twelve and one-half per centum per annum calculated on the principal amount of that party's MEQ Debenture Loan in respect of which such Scheduled Interest is payable after deducting from such principal amount any amount paid pursuant to paragraph (d) of this sub-clause in respect of Scheduled Principal of that party's MEQ Debenture Loan falling due for repayment on any Maturity Date prior to that Maturity Date; (c) pay to each party hereto which is named as aforesaid the amount by which the sum in respect of Scheduled Principal which forms part of that party's Subject Loan or Subject Loans paid to such party pursuant to Clause 5 and Clause 6 of the MEQ Deed of Postponement is less than the amount of Scheduled Principal which forms part of that party's Subject Loan or Subject Loans to which that party would were it not for the provisions of the MEQ Deed of Postponement have been entitled on that Maturity Date; (d) pay to each party hereto which is an MEQ Debenture Lender the amount by which the sum in respect of Scheduled Principal which forms part of that party's MEQ Debenture Loan paid to such party pursuant to Clause 5 and Clause 6 of the MEQ Deed of Postponement is less than the amount of Scheduled Principal which forms part of that party's MEQ Debenture Loan'to which that party would were it not for the provisions of the MEQ Deed of Postponement have been entitled on that Maturity Date. 4. The State hereby agrees that it shall have no rights against the Company and FQN in respect of any payments by the State pursuant to sub-clause (1) of Clause 3 but save as aforesaid and subject to Clause 5 nothing in this Deed shall prejudice or affect the rights of the State in respect of any payments made by the State pursuant to the said guarantees or any of them. 5. Any rights of subrogation of the State in respect of any payments by the State pursuant to the said guarantees shall be to the rights of the Lenders as affected or modified by the MEQ Deed of Deferral and by the MEQ Deed of Postponement. 6. Where the State makes any payment to a party pursuant to sub-clause (2) of Clause 3 it shall in respect thereof be entitled to take the place of such party as if the State were a party to the MEQ Deed of Postponement and without limiting the generality of the foregoing were accordingly entitled to receive and be secured in respect of payments pursuant to Clause 5 thereof of Postponed Interest in the amount of the payments made by the State pursuant to paragraph (a) or (b) (as the case may be) of the said sub-clause (2) and of the Postponed Principal in the amount of the payments made by the State pursuant to paragraph (c) or (d) (as the case may be) of the said sub-clause (2) and interest thereon at the rate applicable in respect of that party Provided That without prejudice to the rights of any of the parties to this Deed if the arrangements under the MEQ Deed of Deferral and

Greenvale Agreement Act 1977, 1Vo. 2 19 the MEQ Deed of Postponement be brought to an end by default of the Company or otherwise the State shall have the same rights it would have had if the total amount paid by the State pursuant to sub-clause (2) of Clause 3 of this Deed had been paid pursuant to the said guarantees. 7. The State hereby acknowledges and agrees that.- (a) no payment to be made by the State pursuant to this Deed is or shall be a payment of any moneys under the said guarantees; and (b) neither the State nor the Treasurer of the State shall become entitled to or shall exercise or attempt to exercise any rights in respect of any securities pursuant to any provision of the Local Bodies' Loans Guarantee Act 1923-1975 by reason of any such payment: Provided That without prejudice to the rights of any of the parties to this Deed if the arrangements under the MEQ Deed of Deferral and the MEQ Deed of Postponement be brought to an end by default of the Company or otherwise the State shall have the same rights it would have had if the total amount paid by the State pursuant to sub-clause (2) of Clause 3 of this Deed had been paid pursuant to the said guarantees. 8. (1) The provisions of sub-clause (3) of Clause 5 and sub-clause (1) of Clause 13 of the MEQ Deed of Postponement shall apply to this Deed as if set out in full herein and as if the references to the Lenders therein included a reference to the State. (2) If any party to the MEQ Deed of Postponement shall appoint any person or persons for the purpose of sub-clause (2) of Clause 13 thereof and such person or persons shall furnish a report to such party a copy of such report shall forthwith be furnished by such party to the State. 9. (1) Upon each Maturity Date the Company shall give the Treasurer of the State full particulars of the proposed payment and application on that Maturity Date of Excess Cash pursuant to Clause 5 of the MEQ Deed of Postponement and such other information as may be necessary to enable the State to calculate the amounts payable by the State pursuant to this Deed. (2) The Company shall if requested by the State furnish to the Treasurer of the State such particulars as may reasonably be required by the State to enable the State to verify the amounts paid or payable by the State pursuant to this Deed. 10. The Company shall forthwith after the execution of the N/1EQ Deed of Postponement furnish a true copy thereof to the Premier of the State. 11. Each of the parties hereto other than the State hereby covenants with the State that it will not agree to any amendment of the MEQ Deed of Postponement without the prior written approval of the Premier of the State. 12, None of the parties hereto shall bring any executed part or any copy of this Deed into any country State or place other than the State of Queensland if as a result thereof any stamp duty or other like charge would become payable in respect thereof and if any of them should do so it shall be liable to indemnify the Company and FQN in respect thereof and shall forthwith upon demand pay to the Company and FQN the amount of such stamp duty or other like charge payable by each of them respectively.

20 Greenvale Agreement Act 1977, No. 2 13. The Company shall reimburse each of the other parties hereto except FQN for- (a) the reasonable fees and out-of-pocket expenses of counsel for each such party in connection with this Deed and any other documentation related to or made necessary by this Deed; (b) the actual out-of-pocket expenses reasonably incurred by each such party in relation to this Deed and any other documentation as aforesaid; and (c) subject to Clause 12 all stamp taxes and duties on this Deed and any other documentation as aforesaid. IN WITNESS whereof the parties hereto have executed these presents as a deed the day and year first hereinbefore written.