Loan (Qantas Empire Airways Limited) Act 1962 (Cth)
LOAN (QANTAS EMPIRE AIRWAYS LIMITED).
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 Qantas Empire Airways Limited, and for purposes connected therewith.
[Assented to 27th August, 1962.]
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 promissory note delivered by the Commonwealth under the Loan Agreement shall be deemed to form part of 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.
THE SCHEDULE. Section 3.
LOAN AGREEMENT dated August 6, 1962 between COMMONWEALTH OF AUSTRALIA (“the Commonwealth”) and THE CHASE MANHATTAN BANK (“Chase”).
The Commonwealth has requested Chase to make a loan to it for the purpose of enabling the Commonwealth to make available to Qantas Empire Airways Limited (“Qantas”) amounts in United States dollars (“dollars”) required by Qantas to pay the purchase price of one Boeing Model 707–138B aircraft and related spare parts and equipment. Upon the terms hereof Chase is prepared to make a loan for such purpose. Accordingly, the parties agree as follows—:
§ 1.On the terms hereof Chase will make a loan (herein called “the Loan”) of §4,600,000 to the Commonwealth at the latter’s request, on or about the date hereof but no later than September 30, 1962. The Commonwealth will repay the Loan, in dollars, in eight equal semi-annual instalments of §575,000 each. The first instalment will be due and payable March 31, 1964 and a subsequent instalment will be due and payable on the last day of each March and September thereafter until the amount of the Loan has been repaid. The Loan will bear interest at the rate of 51/2% per annum. The Commonwealth will pay interest on the amount of the Loan for the time being outstanding, in dollars, semi-annually on the last day of March and September in each year until the Loan is repaid.
§ 2.The Commonwealth will give Chase at least five business days notice of the date on which the Loan is required. On the date on which the Loan is required Chase will make the amount of the Loan available to the Commonwealth, either by credit to such account on Chase’s books as the Commonwealth designates or by Chase’s check in New York Clearing House funds, as the Commonwealth elects.
§ 3.On the date of the Loan, as evidence thereof, the Commonwealth will deliver to Chase a promissory note of the Commonwealth (“the Note”), duly executed by the Treasurer of the Commonwealth and by any person at the time Consul-General or Acting Consul-General of the Commonwealth in New York City or the Senior Finance Officer at the Australian Consulate-General in New York City. The Note will be substantially in the form of Exhibit A hereto and dated the date of the Loan.
§ 4.The Commonwealth represents, warrants and agrees that the principal of and interest on the Loan 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 the Loan 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.
§ 5.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 June 19, 1962 relating to the Commonwealth’s Twenty Year 5½% Bonds Due July 1, 1982.
§ 6.Chase’s obligation to make the Loan is subject to the performance by the Commonwealth of all its obligations under this agreement and the Loan Agreements dated June 17, 1958 and August 24, 1960 between the Commonwealth and Chase, to the accuracy of its representations and warranties herein contained, and to the satisfaction on the date of the Loan of the following further conditions:
A. Before the Loan Chase shall have received an opinion of the Solicitor-General or Acting Solicitor-General of the Commonwealth, in a form satisfactory to Chase, to the effect that (i) the Loan and the Note have been duly authorized in accordance with the laws of the Commonwealth and the Order or Orders in Council applicable thereto; (ii) the Note, when signed and delivered in accordance herewith, will constitute a valid, binding, absolute and unconditional obligation of the Commonwealth, for the performance of which the full faith and credit of the Commonwealth are 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 all the provisions hereof are valid and binding as against the Commonwealth.
B. All legal matters relative to the Loan and the Note shall be satisfactory to Chase’s counsel, Messrs. Milbank, Tweed, Hope & Hadley, and to such Australian counsel as they may consult.
§ 7.The Commonwealth agrees that, from the date hereof until the payment in full of the Loan—:
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 Loan and the Note 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 Chase, the Commonwealth will promptly deliver to Chase copies of all reports and other documents filed by the Commonwealth with the United States Securities and Exchange Commission.
C. Chase may accept and rely upon any request for the Loan, notices or other communications from the Commonwealth relative to the transaction hereby contemplated if signed by any person at the time Consul-General or Acting Consul-General of the Commonwealth in New York City or the Senior Finance Officer at the Australian Consulate-General in New York City.
§ 8.If any principal of or interest on the Loan or the Note, or the Loans referred to in the Loan Agreements dated June 17, 1958 and August 24, 1960 between the Commonwealth and Chase, is not paid when due and if such default continues for ten days, Chase may, by written notice mailed to the Commonwealth, addressed to it at The Commonwealth Treasury, Canberra, Australia, declare the entire principal amount of the Loan and the Note, and accrued interest thereon, to be, and the same will become, forthwith due and payable.
§ 9.The Commonwealth will reimburse Chase for its out-of-pocket expenses (including counsel fees) in connection with this agreement and the Loan 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 R. C. Davey
Senior Finance Officer at the
Australian Consulate-
General in New York City.
THE CHASE MANHATTAN BANK
By J. P. Mitchell
Vice President
EXHIBIT A
New York, N.Y.
$4,600,000 , 1962
For value received, COMMONWEALTH OF AUSTRALIA (“the Commonwealth”) hereby promises to pay to the order of THE CHASE MANHATTAN BANK (“the Payee”), at the Payee’s principal office in New York, N.Y., the principal sum of $4,600,000, in lawful money of the United States of America, by eight semi-annual instalments of $575,000 each. The first semi-annual instalment shall be payable on March 31, 1964 and a subsequent semi-annual instalment shall be payable on the last day of each March and September thereafter until the principal sum is paid in full.
The Commonwealth also hereby promises to pay interest on so much of said principal sum as is from time to time unpaid, from the date hereof, in like money, at said office, semi-annually on the last day of March and September in each year, at the rate of 5¼% per annum.
This note is the Note referred to in the Loan Agreement dated 1962 between the Commonwealth and the Payee 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 this note is 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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