Loan (Airlines Equipment) Act 1966 (Cth)
An Act to approve the raising by way of Loan of Moneys in the Currency of the United States of America to be lent to the Australian National Airlines Commission and to Qantas Empire Airways Limited, and for purposes connected therewith.
[Assented to 21 March, 1966]
BE it enacted by the Queen’s Most Excellent Majesty, the Senate, and the House of Representatives of the Commonwealth of Australia, as follows:—
(2.) For the purposes of this Act, the Series A Notes and the Series B Notes delivered by the Commonwealth under the Loan Agreement shall be deemed to form part of the Loan Agreement.
(
a ) to the Australian National Airlines Commission moneys required by the Commission in connexion with the purchase by the Commission of one Boeing 727 jet aircraft, three Douglas DC9 jet aircraft and related equipment, spares and services; and(
b ) to Qantas Empire Airways Limited moneys required by that company in connexion with the purchase by that company of three, four or five Boeing 707/338c jet aircraft and related equipment, spares and services,
the Treasurer may, on behalf of the Commonwealth, lend to the Commission and to that company, respectively, upon such terms and conditions as he determines, such amounts as are, in the aggregate, equivalent to the moneys borrowed under the Loan Agreement.
(2.) The moneys required for the purpose of loans under the last preceding sub-section are payable out of the Loan Fund, which is to the necessary extent appropriated accordingly.
(3.) Amounts borrowed by the Australian National
Airlines Commission under this section shall not be taken into account for the
purposes of sub-section (5.) of section 31 of the
THE SCHEDULESection 3.
LOAN AGREEMENT dated December 17, 1965 between COMMONWEALTH OF AUSTRALIA (the “Commonwealth”), the Banks named in Section 1 hereof (the “Banks”) and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the “Agent”).
The Commonwealth has requested the Banks to make loans to it for the purpose of enabling the Commonwealth to make available to the Australian National Airlines Commission trading as Trans-Australia Airlines (“TAA”) and to Qantas Empire Airways Limited (“Qantas”) amounts in United States Dollars (“dollars”) required by TAA to assist in financing the purchase of one Boeing 727 aircraft and three Douglas DC9 aircraft and related equipment, spares and services and required by Qantas to assist in financing the purchase of three, four or five Boeing 707/338c aircraft and related equipment, spares and services. Upon the terms hereof the Banks are prepared to make loans for such purpose. Accordingly, the parties agree as follows:
SECTION 1. Each Bank severally agrees to make loans in dollars in New York Clearing House funds to the Commonwealth at the tatter’s request at any time or from time to time prior to December 31, 1967 (the “Interim Loans”) in an aggregate amount not to exceed the amount set forth in Column 1 below opposite its name:
Column | |||
(1) | (2) | (3) | |
Morgan Guaranty Trust Company of New York | $14,000,000 | $13,000,000 | $11,000,000 |
23 Wall Street | |||
New York, N. Y. 10015 | |||
The Chase Manhattan Bank (National Association) | 14,000,000 | 13,000,000 | 11,000,000 |
1 Chase Manhattan Plaza New York, New York 10015 Manufacturers Hanover Trust Company | 7,000,000 | 6,000,000 | 5,000,000 |
44 Wall Street New York, New York 10015 Chemical Bank New York Trust Company | 4,000,000 | 3,000,000 | 3,000,000 |
20 Pine Street New York, New York 10015 Irving Trust Company | 4,000,000 | 3,000,000 | 3,000,000 |
One Wall Street New York, New York 10015 United California Bank | 4,000,000 | 3,000,000 | 3,000,000 |
600 South Spring Street Los Angeles, California 90054 Northern Trust Company | 3,000,000 | 2,000,000 | 2,000,000 |
50 South La Salle Street Chicago, Illinois 60090 Bank of America National Trust and Savings Association | 2,000,000 | 2,000,000 | 1,000,000 |
300 Montgomery Street San Francisco, California Continental Illinois National Bank and Trust Company of Chicago | 2,000,000 | 2,000,000 | 1,000,000 |
231 South La Salle Street Chicago, Illinois 60090 | |||
$54,000,000 | $47,000,000 | $40,000,000 |
Prior to April 1, 1966, the Commonwealth may give written notice to the Agent stating (a) that it elects to decrease the aggregate amount which the Banks are committed to lend under this Agreement to $47,000,000, in which event each Bank agrees that, upon receipt by the Agent of such notice, the aggregate amount of Interim Loans such Bank agrees to make shall be decreased to the amount which is set forth in Column 2 above opposite its name or (b) that it elects to decrease such aggregate amount to $40,000,000, in which event each Bank agrees that, upon receipt by the Agent of such notice, the aggregate amount of Interim Loans such Bank agrees to make shall be decreased to the amount which is set forth in Column 3 above opposite its name. Any such election to reduce the aggregate commitment to $47,000,000 shall not preclude the subsequent election, by the Commonwealth, to reduce, in accordance with this paragraph and prior to April 1, 1966, the aggregate commitment to $40,000,000; subject to the foregoing, any election pursuant to this paragraph shall be irrevocable. The Agent shall promptly deliver to each of the Banks a copy of any such notice.
Each Interim Loan shall be evidenced by a promissory note (“Series A Notes”) substantially in the form of Exhibit A (with appropriate insertions), dated the date of the loan, bearing interest at the rate of 5% per annum and maturing on December 31, 1967. The Commonwealth agrees that the first borrowing pursuant to this Section will be made on or before March 31, 1966 in an aggregate amount equal to $1,000,000 or a greater multiple of $250,000 and that each subsequent borrowing pursuant to this Section except the last will be in an aggregate amount equal to $500,000 or a greater multiple of $250,000. The Commonwealth will give the Agent at least ten days’ written
or telegraphic notice of the date on which each borrowing pursuant to this Section is to be made and the total amount of such borrowing. The Agent will give at least five days’ written or telegraphic notice to each Bank of the date and amount of each Interim Loan to be made by such Bank. The amount of each Interim Loan to be made by a Bank shall be in the same proportion to the total amount then to be borrowed by the Commonwealth hereunder as the then unused portion of the amount which such Bank is committed to lend under this Agreement is to the then unused portion of the aggregate amount which the Banks are committed to lend under this Agreement. On or prior to the date of borrowing each Bank shall make available to the Agent the amount of the Interim Loan to be made by it in New York Clearing House funds.
SECTION 2. The Commonwealth will pay to the Agent for the account of each Bank a commitment fee in respect of the period from November 15, 1965 through December 31, 1967 computed at the rate of ½ of 1 % per annum (on the basis of a year of 365 days) on the daily average unused portion of the amount which such Bank is committed to lend under this Agreement, giving effect to any changes in such commitment pursuant to the second paragraph of Section 1 hereof. The accrued portion of such commitment fee will be paid by the Commonwealth in dollars in New York Clearing House funds on March 31, 1966 and on the last day of each calendar quarter thereafter at the Agent’s office, 23 Wall Street, New York, N.Y. 10015.
SECTION 3. Each Bank severally agrees to lend to the Commonwealth, and the Commonwealth agrees to borrow from such Bank, on December 31, 1967 an amount in dollars (the “Term Loans”) equal to the aggregate amount of the Interim Loans made by such Bank. On or prior to December 31, 1967, each Bank will make available to the Agent an aggregate principal amount of Series A Notes equal to the aggregate amount of the Interim Loans made by such Bank. The Series A Notes so made available to the Agent by each Bank shall, on December 31, 1967, upon payment of all interest accrued thereon, be surrendered by the Agent to the Commonwealth, for cancellation, in exchange for an equal principal amount of Notes evidencing the Term Loan to be made by such Bank on that date. Each Term Loan shall be evidenced by fourteen promissory notes (“Series B Notes”—the Series A Notes and Series B Notes being sometimes herein called the “Notes”) substantially in the form of Exhibit B (with appropriate insertions). The fourteen Series B Notes evidencing each Term Loan will be of equal principal amount, will be dated December 31, 1967 and will be numbered, will mature and will bear interest at a rate per annum according to the following schedule:
1 | June 30, 1968 | 5.125 |
2 | December 31, 1968 | 5.125 |
3 | June 30, 1969 | 5.25 |
4 | December 31, 1969 | 5.25 |
5 | June 30, 1970 | 5.375 |
6 | December 31, 1970 | 5.375 |
7 | June 30, 1971 | 5.5 |
8 | December 31, 1971 | 5.5 |
9 | June 30, 1972 | 5.625 |
10 | December 31, 1972 | 5.625 |
11 | June 30, 1973 | 5.625 |
12 | December 31, 1973 | 5.625 |
13 | June 30, 1974 | 5.75 |
14 | December 31, 1974 | 5.75 |
SECTION 4. All payments of principal of and interest on the Notes will be made to the Agent in dollars in New York Clearing House funds at its office at 23 Wall Street, New York, N.Y. 10015. Interest on the Notes will be computed on the basis of a year of 365 days. In the event the date upon which any payment of principal on the Notes is due as stated therein shall be in The City of New York a day upon which banking institutions are authorized by law to close, such principal payment may be made on either the next preceding or the next succeeding day not in The City of New York a day on which banking institutions are so authorized to close, together with accrued interest on the amount of such principal payment to the date of payment. Interest shall not be charged for the date on which any principal payment is made on the amount of such principal payment and for this purpose the delivery of a Series B Note in exchange for a Series A Note or Series A Notes shall be deemed to be a principal payment of an amount equal to the principal amount of such Series B Note.
SECTION 5. Each of the Notes will bear the manual or facsimile signature of the person who is at the time the signature is inscribed the Treasurer of the Commonwealth and the manual signature of the person who is at the time of signing the Australian
Consul-General at New York or the Acting Australian Consul-General at New York or the Chief Finance Officer at the Australian Consulate-General at New York or of such other person or persons as the Treasurer of the Commonwealth shall have appointed in writing.
SECTION 6. The Commonwealth represents, warrants and agrees that the principal of and interest on the Notes will be free of all present or future taxes imposed by the Commonwealth, or by any taxing authority thereof or therein, except to the extent that the right to receive payment of the principal of or interest on any Note is or comes to be beneficially owned by any person residing in or ordinarily a resident of Australia, or the Territory of Papua or the Territory of New Guinea.
SECTION 7. The Commonwealth represents and warrants that there has been no material adverse change in the financial, economic or political conditions of the Commonwealth from the conditions set forth in the Prospectus dated November 9, 1965 relating to the Commonwealth’s Twenty Year 5¾% Bonds Due November 1, 1985.
SECTION 8. The Commonwealth represents and warrants that the proceeds of the Interim Loans and Term Loans will be made available to TAA and Qantas to assist them in financing the purchase of Boeing 707/338c and 727 jet aircraft and Douglas DC9 jet aircraft manufactured in the United States and related equipment, spares and services, and for no other purpose. The Commonwealth also represents and warrants that the proceeds of the Interim Loans and Term Loans are to be used for the purchase of property manufactured in the United States and payment for services rendered by United States persons (as defined in the Interest Equalization Tax Act) and that, were the Interim Loans and Term Loans not made (or other financing from United States sources obtained), it is very unlikely that such purchase of property manufactured in the United States would be made or that the services of such United States persons would be employed. Upon request of the Agent the Commonwealth agrees to furnish the Agent invoices or other supporting documents as necessary to establish such use of such proceeds.
SECTION 9. The obligation of each Bank to make each loan hereunder is subject to the performance by the Commonwealth of all its obligations under this Agreement, to the accuracy of its representations and warranties herein contained and to the satisfaction of the following further conditions:
(a) The Agent shall have received a Note or Notes, as the case may be, payable to such Bank in the amount of the loan then being made by it;
(b) Before the making of the first Interim Loans hereunder the Agent shall have received a certified copy of an opinion of the Secretary or Acting Secretary to the Attorney-General’s Department of the Commonwealth, in a form satisfactory to counsel for the Banks, to the effect that (i) the borrowings provided for in this Agreement and the Notes have been duly authorized in accordance with the laws of the Commonwealth and the Order or Orders in Council applicable thereto; (ii) the Notes, when executed as provided in Section 5 and delivered in accordance herewith, will constitute valid, binding, absolute and unconditional obligations of the Commonwealth enforceable in accordance with their terms, for the performance of which the full faith and credit of the Commonwealth is pledged; and (iii) this Agreement has been duly authorized and executed in accordance with the laws of the Commonwealth and the Order or Orders in Council applicable hereto and is a valid and binding obligation of the Commonwealth enforceable in accordance with its terms; and
(c) All legal matters relating to each loan hereunder and the Notes shall be satisfactory to counsel for the Banks, Messrs. Davis Polk Wardwell Sunderland & Kiendl, and to such Australian counsel as they may consult.
SECTION 10. The Commonwealth agrees that, from the date hereof until the payment in full of the Notes:
(a) If the Commonwealth sells, offers for public subscription or in any manner disposes of any bonds or loans constituting external debt of the Commonwealth secured by lien on any revenue or asset of the Commonwealth, the Notes will be secured equally and ratably therewith and the Commonwealth will make appropriate provision to that end, where necessary;
(b) From time to time, at the request of the Agent, the Commonwealth will promptly deliver to the Agent copies of all reports and other documents filed by the Commonwealth after the date hereof with the United States Securities and Exchange Commission; and
(c) The Agent and each of the Banks may accept and rely upon requests for advances, notices or other communications from the Commonwealth, relative to the transactions hereby contemplated, if signed by any person at the time the Australian Consul-General at New York or the Acting Australian Consul-General at New York or the Chief Finance Officer at the Australian Consulate-General at New York, or by such other person or persons as the Treasurer of the Commonwealth shall have appointed in writing for such purpose.
SECTION 11. If any principal or interest on any Note is not paid when due, and if any such default continues for ten days, the Agent, by written notice mailed to the Commonwealth, addressed to The Commonwealth Treasury, Canberra, Australia, may, and if so requested in writing by the holders of 33⅓% in aggregate principal amount of the Notes shall, declare the entire principal amount of each Note, and accrued interest thereon, to be, and the same will become, forthwith due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived.
SECTION 12. Each of the Banks and each subsequent holder of Notes by its acceptance thereof irrevocably authorizes the Agent to receive all payments of principal and interest on the Notes and all commitment fees, and to take all other action delegated to it hereunder or reasonably incidental thereto, and agrees that neither the Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted in the absence of negligence or willful misconduct. The Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with it. The Agent shall promptly notify the Commonwealth of any such notice received by it.
SECTION 13. The Commonwealth will reimburse the Agent for its out-of-pocket expenses (including counsel fees) in connection with this Agreement and the loans hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.
COMMONWEALTH OF AUSTRALIA
By J. D. PETHERBRIDGE
Acting Australian Consul-General at New York
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By M. G. BURNETT
Vice President
THE CHASE MANHATTAN BANK (National Association)
By WILLIAM J. LAMNECK
Vice President
MANUFACTURERS HANOVER TRUST COMPANY
By TRISTAN E. BEPLAT
Senior Vice President
CHEMICAL BANK NEW YORK TRUST COMPANY
By WALTER B. BERZIN
Vice President
IRVING TRUST COMPANY
By E. D. SHAW
Vice President
UNITED CALIFORNIA BANK
By H. H. WIESER
Attorney in fact
NORTHERN TRUST COMPANY
By LOUIS F. DEMPSEY
Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By RALPH W. FELLMAN
Vice President
CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO
By GEORGE F. KERNAN
Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent
By M. G. BURNETT
Vice President
$ ,196 .
New York, N.Y.
On December 31, 1967, for value received, COMMONWEALTH OF AUSTRALIA (the “Commonwealth”) hereby promises to pay to the order of
at the office of Morgan Guaranty Trust Company of New York, 23 Wall Street, New York N.Y., 10015, the principal sum of dollars in lawful money of the United States of America, and to pay interest thereon in like money from the date hereof until the maturity hereof, at said office, quarterly on the last day of each calendar quarter, at the rate of 5% per annum.
This note is one of the Series A Notes referred to in the Loan Agreement dated
, 1965 between the Commonwealth, certain banks and Morgan Guaranty Trust Company of New York, as Agent and is entitled to the benefits therein provided. Upon the terms provided in such Loan Agreement, the principal hereof and accrued interest hereon may become payable prior to stated maturity.
The principal hereof and interest hereon will be paid free of all taxes now or at any time hereafter imposed by the Commonwealth, or by any taxing authority thereof or therein, except to the extent that the right to receive payment of the principal of or interest on this note is or comes to be beneficially owned by any person residing in or ordinarily a resident of Australia or the Territory of Papua or the Territory of New Guinea.
COMMONWEALTH OF AUSTRALIA
By
Treasurer of the Commonwealth of Australia
EXHIBIT B
$ December 31, 1967.
New York, N.Y.
On , for value received, COMMONWEALTH OF AUSTRALIA (the “Commonwealth”) hereby promises to pay to the order of
at the office of Morgan Guaranty Trust Company of New York, 23 Wall Street, New York, N.Y., 10015, the principal sum of dollars in lawful money of the United States of America, and to pay interest thereon in like money from the date hereof until the maturity hereof, at said office, quarterly, on the last day of each calendar quarter, at the rate of per annum.
This note is one of the Series B Notes referred to in the Loan Agreement dated
, 1965 between the Commonwealth, certain banks and Morgan Guaranty Trust Company of New York, as Agent, and is entitled to the benefits therein provided. Upon the terms provided in such Loan Agreement, the principal hereof and accrued interest hereon may become payable prior to stated maturity.
The principal hereof and interest hereon will be paid free of all taxes now or at any time hereafter imposed by the Commonwealth, or by any taxing authority thereof or therein, except to the extent that the right to receive payment of the principal of or interest on this note is or comes to be beneficially owned by any person residing in or ordinarily a resident of Australia or the Territory of Papua or the Territory of New Guinea.
COMMONWEALTH OF AUSTRALIA
By
Treasurer of the Commonwealth of Australia
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